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EXHIBIT 10.16
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered
into on this 25th day of July 1997, by and between Unocal Corporation, DBA Union
Oil Co. of California ("Sublessor"), U.S. Franchise Systems, Inc. ("Sublessee"),
and Hallwood 95, L.P., a Delaware Limited Partnership ("Master Lessor").
1. Premises.
Sublessor subleases to Sublessee, and Sublessee subleases from
Sublessor, that certain premises or portion thereof known by unit number 13.200,
consisting of approximately 2,584 square feet (the "Premises"). The Premises are
outlined and depicted on the floor plan attached to this Sublease as Exhibit
"A." The Premises are located in a building being situated on the real property
described on Exhibit "B" attached hereto.
2. Term.
2.1 The term of this Sublease shall be for 2 Years commencing on
July 1, 1997 (the "Commencement Date") and ending on June 30, 1999 (the
"Termination Date") unless sooner terminated pursuant to any provision thereof.
2.2 Notwithstanding the Commencement Date, if for any reason
Sublessor cannot deliver possession of the Premises to Sublessee on the
Commencement Date, Sublessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Sublease or the obligations of
Sublessee hereunder or extend the term hereof, but in such case Sublessee shall
not be obligated to pay rent until possession of the Premises is tendered to
Sublessee; provided, however, that if Sublessor shall not have delivered
possession of the Premises within sixty (60) days from the Commencement Date,
Sublessee may, at Sublessee's option, by notice in writing to Sublessor within
ten (10) days after such 60-day period, cancel this Sublease, in which event the
parties shall be discharged from all obligations hereunder. If Sublessee
occupies the Premises prior to the Commencement Date, such occupancy shall be
subject to all of the provisions hereof, such occupancy shall be subject to all
of the provisions hereof, such occupancy shall not advance the Termination Date
and Sublessee shall pay rent for such period at the monthly rate set forth
below.
3. Rent.
Sublessee shall pay to Sublessor as rent for the Premises
equal monthly payments of $2,549.55, in advance, on the first day of each month
of the term hereof. Sublessee shall pay Sublessor upon the execution hereof
$2,549.55 as rent for
July 1, 1997 through June 30, 1998, $2,549.55 per month
July 1, 1998 through June 30, 1999, $2,721.81 per month
Rent for any period during the term hereof which is for less than one month
shall be a pro rata portion of the monthly payment. Rent shall be payable in
lawful money of the United States of America to Sublessor at 13 Corporate
Square, Suite 200, Atlanta, GA 30329 or to such other persons or at such other
places as Sublessor may designate in writing.
4. Security Deposit.
Sublessee shall deposit with Sublessor upon execution hereof
$2,549.55 (the "Security Deposit") as security for Sublessee's faithful
performance of Sublessee's obligations hereunder. If Sublessee fails to pay rent
or other charges due hereunder, or otherwise defaults with respect to any
provision of this Sublease, Sublessor may use, apply or retain all or any
portion of the Security Deposit for the payment of any rent or other charge in
default or for the payment of any other sum to which Sublessor may become
obligated by reason of Sublessee's default, or to
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compensate Sublessor for any loss or damage which Sublessor may suffer thereby.
If Sublessor so uses or applies all or any portion of the Security Deposit,
Sublessee shall within ten (10) days after written demand therefore deposit cash
with Sublessor in an amount sufficient to restore the Security Deposit to the
full amount hereinabove stated and Sublessee's failure to do so shall be a
material breach of this Sublease. Sublessor shall not be required to keep the
Security Deposit separate from its general accounts. If Sublessee performs all
of Sublessee's obligations hereunder, the Security Deposit, or so much thereof
as has not theretofore been applied by Sublessor, shall be returned, without
payment of interest or other increment for its use, to Sublessee at the
expiration of the term hereof, and after Sublessee has vacated the Premises. No
trust relationship is created herein between Sublessor and Sublessee with
respect to the Security Deposit.
5. Use.
5.1 The premises shall be used and occupied only for General
Office Use and for no other purpose.
5.2 (a) Sublessor warrants to Sublessee that the Premises, in its
existing state, but without regard to the use which Sublessee will use the
Premises, does not violate any applicable building code, regulation or ordinance
at the time that this Sublease is executed. In the event that it is determined
that this warranty has been violated, then it shall be the obligation of
Sublessor, after written notice from Sublessee, to promptly, at Sublessor's sole
cost and expense, rectify any such violation. In the event that Sublessee does
not give to Sublessor written notice of a violation of this warranty within one
(1) year from the Commencement Date, it shall be conclusively deemed that such
violation did not exist and the correction of the same shall be the obligation
of Sublessee.
(b) Except as provided in paragraph 5.2(a) above, Sublessee
shall, at Sublessee's expense, comply promptly with all applicable statutes,
ordinances, rules, regulations, orders, restrictions of record, and requirements
in effect during the term or any part of the term hereof regulating the use by
Sublessee of the Premises. Sublessee shall not use or permit the use of the
Premises in any manner that will tend to create waste or a nuisance or, if there
shall be more than one tenant of the building containing the Premises, which
shall tend to disturb such other tenants.
5.3 Except as provided in paragraph 5.2(a) above, Sublessee hereby
accepts the Premises in its condition existing as of the date hereof, subject to
all applicable zoning, municipal, county and state laws, ordinances, regulations
and all matters of record governing and regulating the use of the Premises, and
accepts this Sublease subject thereto and to all matters disclosed thereby.
Sublessee acknowledges that neither Sublessor nor Sublessor's agents have made
any representation or warranty as to the suitability of the Premises for the
conduct of Sublessee's business.
6. Master Lease.
6.1 Sublessor is the tenant or lessee of the Premises by virtue of
that certain lease made and entered into by and between Master Lessor, as
landlord or lessor, and Sublessor, as tenant or lessee, dated March 14, 1991
(the "Master Lease"), a copy of which is attached hereto as Exhibit "C." This
Sublease is and shall be at all times subject, subordinate and inferior to the
Master Lease.
6.2 The terms, conditions and respective obligations of Sublessor
and Sublessee to each other under this Sublease shall be governed by and the
same as the terms, conditions and obligations of the Master Lease, except for
those provisions of the Master Lease which are directly contradicted by this
Sublease in which event the terms of this Sublease shall control over the Master
Lease. Therefore, for purposes of this Sublease, as between Sublessor and
Sublessee, wherever in the Master Lease the word "Landlord" or "Lessor" is used
it shall be deemed to mean Sublessor, and
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wherever in the Master Lease the word "Tenant" or "Lessee" is used it shall be
deemed to mean Sublessee.
6.3 During the term of this Sublease and for all periods
subsequent to the term of this Sublease for obligations which arise prior to the
termination of this Sublease, Sublessee expressly assumes and agrees to pay,
perform, discharge and comply with, for the benefit of Sublessor and Master
Lessor, each and every debt, duty and obligation of Sublessor under the Master
Lease with respect to the Premises. The debts, duties and obligations that
Sublessee has assumed and agreed to pay, perform, discharge and comply with
under this paragraph are hereinafter referred to as the "Sublessee's Assumed
Obligations." The obligations that Sublessee has not assumed under this
paragraph are hereinafter referred to as the "Sublessor's Remaining
Obligations."
6.4 Sublessee shall hold Sublessor harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys' fees, arising out of Sublessee's failure to pay, perform, discharge
and comply with Sublessee's Assumed Obligations. Sublessor agrees to maintain
the Master Lease during the entire term of this Sublease, subject, however, to
any earlier termination of the Master Lease without the fault of Sublessor, and
to pay, perform, discharge and comply with Sublessor's Remaining Obligations.
7. Assignment of Sublease.
7.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject however to the terms of paragraph 7.2 below.
7.2 Master Lessor, by executing this Sublease, agrees that until a
default shall occur in the performance of Sublessor's obligations under the
Master Lease, that Sublessor may receive, collect and enjoy the rents accruing
under this Sublease. However, if Sublessor shall default in the performance of
its obligations to Master Lessor, then Master Lessor, may, at its option,
receive and collect, directly from Sublessee, all rent owing and to be owed
under this Sublease. Master Lessor shall not, by reason of this assignment of
this Sublease nor by any reason of the collection of the rents from Sublessee,
be deemed liable to Sublessee for any failure of Sublessor to perform and comply
with Sublessor's Remaining Obligations or otherwise.
7.3 Sublessor hereby irrevocably authorizes and directs Sublessee,
upon receipt of any written notice from Master Lessor stating that a default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the rents due and to become due under this Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such
rents to Master Lessor without any obligation or right to inquire as to whether
such default exists and notwithstanding any notice from or claim from Sublessor
to the contrary, and Sublessor shall have no right or claim against Sublessee
for any such rents so paid by Sublessee.
7.4 No changes or modifications shall be made to this Sublease
without the prior written consent of Master Lessor.
8. Consent of Master Lessor.
8.1 In the event that the Master Lease requires that Sublessor
obtain the consent of Master Lessor to any subletting by Sublessor, then this
Sublease shall not be effective unless, within 10 days of the date hereof,
Master Lessor signs this Sublease thereby giving its consent to this Sublease.
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8.2 In the event that the obligations of Sublessor under the
Master Lease have been guaranteed by third parties, then neither this Sublease
nor the Master Lessor's consent, shall be effective unless, within 10 days of
the date hereof, the guarantors sign this Sublease thereby giving their consent
to this Sublease.
8.3 In the event that Master Lessor does give such consent, then:
(a) Such consent will not release Sublessor of its debts,
duties or obligations, or alter the primary liability of Sublessor to pay the
rent and pay, perform, discharge and comply with all of the debts, duties and
obligations of Sublessor to be performed, under the Master Lease.
(b) The acceptance of rent by Master Lessor from Sublessee or
anyone else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.
(c) The consent of this Sublease shall not constitute a
consent to any subsequent subletting or assignment.
(d) In the event of any default of Sublessor under the Master
Lease, Master Lessor may proceed directly against Sublessor, any guarantors or
anyone else liable under the Master Lease or this Sublease without first
exhausting Master Lessor's remedies against any other person or entity liable
thereon to Master Lessor.
(e) Master Lessor may consent to subsequent sublettings or
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto or hereto without notifying Sublessor nor anyone else
liable under the Master Lease and without obtaining their consent, and such
action shall not relieve such persons from liability.
(f) In the event that Sublessor shall default in its
obligations under the Master Lease, then Master Lessor, at its option and
without being obligation to do so, may require Sublessee to attorn to Master
Lessor by written notice to Sublessee from Master Lessor, in which event Master
Lessor shall undertake the obligations of Sublessor under this Sublease from the
time of the exercise of such option to the termination of this Sublease, but
Master Lessor shall not be liable for any prepaid rents nor any security
deposits paid by Sublessee, nor shall Master Lessor be liable for any defaults
of Sublessor under this Sublease.
SUBLESSOR: SUBLESSEE:
UNOCAL U.S. FRANCHISE SYSTEMS INC.
By: /s/ Richard Oehlerts By: /s/ Michael A. Leven
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Name: Richard Oehlerts Name: Michael A. Leven
Title: Asset Manager Title: Pres./CEO
MASTER LESSOR: GUARANTOR(S):
Hollwood Commercial Real Estate,
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for Agent
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By: [Illegible]
---------------------------------
Name: Richard D. [Illegible]
Title: Regional Director
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EXHIBIT A
[Floor Plan]
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EXHIBIT 10.16
Exhibit C
LEASE AGREEMENT
BUILDING: Corporate Square
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LANDLORD: Equitec Real Estate Investors Fund XV
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TENANT: Union Oil Company of California
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DBA: Unocal
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OFFICE LEASE AGREEMENT
TABLE OF CONTENTS
SECTION ITEM PAGE
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1. CERTAIN LEASE PROVISIONS................................................ 1
1.1 Premises................................................ 1
1.2 Rentable Area of Premises............................... 1
1.3 Use Clause.............................................. 1
1.4 Lease Term.............................................. 1
1.5 Lease Commencement Date................................. 1
1.6 Lease Expiration Date................................... 1
1.7 Security Deposit........................................ 1
1.8 Tenant's Addresses...................................... 1
1.9 Landlord's Addresses.................................... 1
1.10 Base Rent Commencement Date............................. 1
1.11 Base Rent Monthly Installments.......................... 1
1.12 Additional Rent......................................... 2
1.13 Brokers................................................. 2
1.14 This Lease consists of 27 articles on 18 pages.......... 2
2. PREMISES................................................................ 2
2.1 Premises................................................ 2
2.3 Use Clause.............................................. 2
2.4 Common Area............................................. 2
3. LEASE TERM.............................................................. 3
3.1 Term.................................................... 3
3.2 Change in Lease Commencement Date....................... 3
5. RENTS................................................................... 3
5.1 Payment................................................. 3
5.2 Late Fees............................................... 3
5.2 Base Rent............................................... 3
5.5 Additional Taxes........................................ 4
6.0 SERVICES................................................................ 5
8.0 ACCEPTANCE.............................................................. 7
9.0 ASSIGNMENT OF SUBLETTING................................................ 7
10. CONDUCT OF BUSINESS..................................................... 8
10.1 Operation............................................... 8
11. RULES AND REGULATIONS................................................... 8
12. DEFAULTS AND REMEDIES.................................................. 14
12.1 Defaults...................................................... 14
12.2 Remedies...................................................... 14
13. INSURANCE.............................................................. 15
13.1 Tenant's Insurance............................................ 15
13.2 Landlord's Insurance.......................................... 16
13.3 Insurance Policies............................................ 16
13.4 Waiver of Subrogation......................................... 16
14. NO PERSONAL LIABILITY OF LANDLORD...................................... 16
Tenant's Initials __________
Landlord's Initials __________
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15. HOLD HARMLESS.......................................................... 17
16. ACCESS TO PREMISES..................................................... 17
17. ALTERATIONS............................................................ 17
17.1 Alterations By Landlord....................................... 17
17.2 Alterations By Tenant......................................... 19
18. REPAIRS AND MAINTENANCE................................................ 19
18.1 Landlord's Obligations........................................ 19
18.3 Surrender..................................................... 19
19. LIENS.................................................................. 19
20. DAMAGE OR DESTRUCTION.................................................. 20
20.1 Lease Termination............................................. 20
20.2 Repairs or Restoration........................................ 20
21. CONDEMNATION........................................................... 20
22. FORCE MAJEURE.......................................................... 22
24. SUCCESSION TO LANDLORD'S INTEREST...................................... 22
24.1 Attornment.................................................... 22
24.2 Subordination................................................. 22
24.4 Estoppel Certificate.......................................... 22
25. SURRENDER OF PREMISES.................................................. 22
26. PARKING................................................................ 23
27. MISCELLANEOUS.......................................................... 23
27.1 Partial Invalidity............................................ 23
27.2 Successors and Assigns........................................ 24
27.3 Waiver........................................................ 24
27.4 Accord and Satisfaction....................................... 24
27.5 Attorneys' Fees............................................... 24
27.6 Time Is Of the Essence........................................ 24
27.7 Broker's Commission........................................... 24
27.8 No Light, Air or View Easement................................ 24
27.9 Entire Agreement.............................................. 24
27.10 Applicable Law................................................ 24
27.11 Notices....................................................... 24
27.12 Quiet Enjoyment............................................... 25
27.13 Compliance with Law........................................... 25
27.14 Superior Law.................................................. 25
27.15 Guarantor..................................................... 25
27.16 Exhibit....................................................... 25
27.17 Execution of Lease............................................ 25
Tenant's Initials __________
Landlord's Initials __________
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OFFICE LEASE AGREEMENT
THIS LEASE, dated for reference purposes March 14, 1991, is
made by and between Equitec Real Estate Investors Fund XV, as Landlord, and
Union Oil Company of California dba Unocal, as Tenant.
1. CERTAIN LEASE PROVISIONS:
The description and amounts set forth below are qualified by their
usage elsewhere in this Lease, including those Articles referred to in
parentheses:
1.1 Premises (Article 2.1): Unit #200
Building: Thirteen
Street: 13 Corporate Square, Suite 200
Address: 13 Corporate Square, Suite 200
City: Atlanta County: Dekalb
State: Georgia Zip: 30329
1.2 Rentable Area of Premises (Article 2.1):
approximately 14,049 square feet (the "Area")
Total Rentable Area of Building (Article 2.2):
approximately 32,694 square feet
1.3 Use Clause (Article 2.3): All legal uses accepted.
1.4 Lease Term (Article 3.1): 3 years, 0 months.
1.5 Lease Commencement Date (Article 3.1): July 1, 1991.
1.6 Lease Expiration Date (Article 3.1): June 30, 1994.
1.7 Security Deposit (Article 4.): $N/A.
1.8 Tenant's Addresses (Articles 5.1, 27.10):
(A) Notice
Address: 13 Corporate Square, Suite 200
Atlanta, Georgia 30329
(B) Billing
Address: 13 Corporate Square, Suite 200
Atlanta, Georgia 30329
1.9 Landlord's Addresses (Articles 5.1, 27.10):
Building, C/O Equitec Properties Company
(A) Notice
Address: 3 Corporate Square, Suite 315, Atlanta, Georgia 30329
(B) Payment
Address: Equitec Real Estate Investors Fund XV
3 Corporate Square, Suite 315, Atlanta, Georgia 30329
1.10 Base Rent Commencement Date (Articles 5.1, 5.4): July 1, 1991.
1.11 Base Rent Monthly Installments (Articles 5.1, 5.3)
From 7/91 - 6/92 Monthly $13,580.70
From 7/92 - 6/93 Monthly $13,580.70
From 7/93 - 6/94 Monthly $13,580.70
Tenant's Initials __________
Landlord's Initials __________
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1.12 Additional Rent (Article 5.4)
Base Expenses $N/A per square foot
Initial Payment $N/A per month
1.13 Brokers (Article 27.7): Not Applicable
1.14 This Lease consists of 27 articles on 18 pages, plus Exhibits
A, B, C, D, E and ten (10) additional pages of Addenda.
2. PREMISES:
2.1 Premises. Landlord hereby leases to Tenant and Tenant leases
from Landlord, for the term, at the rental and upon all of the conditions set
forth herein, that certain real property known by unit number and address
specified in Article 1.1 hereof, consisting of the approximate Area specified in
Article 1.2 hereof, and which is referred to herein as the "Premises." The
Premises are depicted in Exhibit A attached hereto. The Premises are located in
a building (the "Building"), which building, the real property on which it is
situated, and any parking facilities or structures appurtenant thereto, are
hereinafter collectively referred to as the "Property," and described in Exhibit
B attached hereto.
2.3 Use Clause. Tenant is permitted to use the Premises for the
purposes specified in Article 1.3 hereof, and for no other purpose whatsoever.
Tenant shall obtain, at its own expense, all necessary governmental licenses and
permits, inclusive of any impact or use fees imposed by said governmental
bodies, for such use. Tenant shall not conduct any secondhand, auction,
distress, fire, bankruptcy or going-out-of-business sales.
2.4 Common Area. As long as the Lease remains in effect and Tenant
is not in default hereunder, Tenant shall have the nonexclusive right, in common
with the Landlord, other tenants, subtenants, employees and invitees, to use the
common areas of the Property, which include, but are not limited to: walkways,
patios, landscaped areas and parks, sidewalks, service corridors, recreational
facilities, restrooms, stairways, elevators, plazas, malls, throughways, parking
areas and roadways, provided that Landlord shall have the right at any time to
exclude therefrom such areas as Landlord may determine so long as access to the
Premises is not unreasonably denied.
Tenant's Initials __________
Landlord's Initials __________
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3. LEASE TERM:
3.1 Term. The Term of this Lease shall be as defined in Article
1.4 hereof, commencing on the Lease Commencement Date specified in Article 1.5
hereof, and ending on the Lease Expiration Date specified in Article 1.6 hereof,
unless sooner terminated pursuant to any provision of this Lease.
3.2 Change in Lease Commencement Date. (SEE ADDENDUM TO LEASE)
Landlord cannot deliver possession of the Premises to Tenant on said Lease
Commencement Date, Landlord shall not be subject to any liability therefor, nor
shall such failure affect the validity of this lease or the obligations of the
Tenant hereunder. However (SEE ADDENDUM TO LEASE) in such case Tenant shall not
be obligated under any provisions of this Lease. In the event that Landlord
shall permit Tenant to occupy Premises prior to said Lease Commencement Date,
such occupancy shall be subject to all of the provisions of this Lease. Said
early possession shall not advance the Lease Expiration Date.
Upon Landlord's request, the parties agree to execute in
writing an Addendum to certify the commencement date and expiration date hereof,
but this Lease shall not be affected in any manner if either party fails or
refuses to execute such Addendum.
5. RENTS:
5.1 Payment. All rents shall be payable in advance, without prior
demand or any right of offset or deduction, in monthly installments on the first
day of each calendar month of the Term hereof. Tenant shall pay all rents to
Landlord in lawful money of the United States of America at the address stated
in Article 1.9(B) or to such other persons or at such other places as Landlord
may designate in writing.
If the Lease Commencement Date occurs on a day other than the
first day of a calendar month, than all rents except Base Rent shall be prorated
for the balance of that month based upon the actual number of days the Lease is
in effect during said calendar month. The term "Lease Year," as hereinafter
used, refers to each successive twelve-month period beginning with the Lease
Commencement Date, as it may be adjusted pursuant to Article 3.2 hereof.
Notwithstanding anything to the contrary contained herein, after Lease
expiration Landlord (SEE ADDENDUM TO LEASE) shall have the right to reconcile
all rents billed, paid and/or owed by Tenant during the Term hereof and
thereafter submit a (SEE ADDENDUM TO LEASE). Upon receipt thereof, Tenant (SEE
ADDENDUM TO LEASE) shall submit payment in full to Landlord (SEE ADDENDUM TO
LEASE) within thirty (30) days.
5.2 Late Fees. Should Tenant fail to pay when due any installment
of rent or any other sum payable to Landlord under the terms of this Lease,
Landlord may assess interest at (SEE ADDENDUM TO LEASE) from and after the date
on which any such sum shall be due and payable, and such interest, and/or a Late
Fee of $50.00, which shall be paid by Tenant to Landlord at the time of payment
of the delinquent sum; provided, however, nothing charged hereby shall ever
exceed the amount that may properly be charged or recovered under the laws of
the state in which the Premises are located.
5.2 Base Rent. Payment of Base Rent shall begin on the Base Rent
Commencement Date specified in Article 1.10. If the Base Rent Commencement Date
occurs on a day other than the first day of a calendar month, then Base Rent
shall be prorated for the balance of that month based upon the actual number of
days from the Base Rent Commencement Date through the last day of said calendar
month. The amount of each monthly installment of Base Rent for the Premises for
the entire term of this Lease shall be as specified in Article 1.11, subject to
adjustment pursuant to the following paragraph.
Tenant's Initials __________
Landlord's Initials __________
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5.5 Additional Taxes. If Landlord is assessed additional taxes or
if its present taxes are increased as a result of any value placed on Tenant's
leasehold, fixtures or furnishings, or goods and services, then immediately upon
demand Tenant shall pay to Landlord the amount of said additional tax, or the
amount of the increase.
Tenant's Initials __________
Landlord's Initials __________
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6.0 SERVICES:
Landlord shall maintain the public and common areas of the Building,
such as lobbies, stairs, elevators, corridors and restrooms in reasonably good
order and condition except for damage occasioned by the (SEE ADDENDUM TO LEASE)
act of Tenant, which damage shall be repaired by Landlord at Tenant's (SEE
ADDENDUM TO LEASE) expense.
Landlord shall furnish the Premises with (i) electricity sufficient to
provide power for typewriters and other office machines of similar low
electrical consumption, but not including electricity required for electronic
data processing equipment, special lighting in excess of building standard
improvements, and any other item of electrical equipment which (singly) consumes
more than .5 kilowatts per hour at rated capacity or requires a voltage other
than one hundred twenty (120) volts
Tenant's Initials __________
Landlord's Initials __________
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single phase; per hour at rated capacity or require a voltage other than one
hundred twenty (120) volts single phase; and provided, however, that if the
installation of such electrical equipment requires additional air conditioning
capacity above that provided by the building standard improvements, the
additional air conditioning installation and operating costs shall be paid by
Tenant, (ii) heat and air conditioning to the extent reasonably required for the
comfortable occupation of the premises during reasonable and usual business
hours, 8:00 a.m. to 5:00 p.m. weekdays and 8:00 a.m. to 1:00 p.m. on Saturdays
(exclusive of Sundays and State and National Holidays) such shorter period
specified or prescribed by any applicable policies or regulations adopted by any
utility or government agency, (iii) elevator service, (iv) lighting replacement
(for building standard lights), (v) restroom supplies, (vi) janitorial service
on five (5) day/week basis, excluding holidays; provided, however, that if
tenant improvements are not consistent in quality and quantity with building
standard improvements, Tenant shall pay any cleaning and janitorial costs
attributable thereto, (vii) security for the building; provided, however, that
Landlord shall not be liable to Tenant for any losses, including personal injury
and property damage that may result to tenant from theft, burglary or
intentional conduct on the part of any person or entity, or for damages directly
or indirectly resulting from, nor shall the rental herein reserved be abated by
reason of (1) the installation, use or interruption of any services, (2) failure
to furnish or delay in furnishing any such services when such failure or delay
is caused by accident or any condition beyond the reasonable control of Landlord
or by the making of necessary repairs or improvements to the Premises or the
Building. Landlord shall use reasonable efforts to remedy any interruption in
the furnishing of such services.
It is understood that Landlord does not warrant that any of the
services referred to above, or any other services which Landlord may supply,
will be free from interruption. Tenant acknowledges that any one or more such
services may be suspended or reduced by reason of accident or repairs,
alterations or improvements necessary to be made, by strikes or by any cause
beyond the reasonable control of Landlord, or by orders or regulations of any
federal, state, county or municipal authority. Any such interruption or
suspension of services (SEE ADDENDUM TO LEASE) shall never be deemed an eviction
or disturbance to Tenant's use and possession of the Premises or any part
thereof, or render Landlord liable to Tenant for damages by abatement of rent or
relieve Tenant of performance of Tenant's obligation under this Lease. Landlord
will use its reasonable efforts in the event of a strike to secure parties not
involved in the labor dispute to provide minimum services for cleaning
restrooms, waste removal, and janitorial services. (SEE ADDENDUM TO LEASE)
Whenever heat generating machines or equipment or lighting other than
building standard lights are used in the Premises by Tenant which (SEE ADDENDUM
TO LEASE) affect the temperature otherwise maintained by the air conditioning
system, Landlord shall have the right to install supplementary air conditioning
units in the Premises and the cost (SEE ADDENDUM TO LEASE) thereof, including
the cost of installation and the (SEE ADDENDUM TO LEASE) cost of operating and
maintenance thereof, shall be paid by Tenant to Landlord upon billing by
Landlord. If Tenant installs lighting requiring power in excess of that required
for normal desk-top office equipment or normal copying equipment as determined
by Landlord, Tenant shall pay to Landlord upon billing for the cost of such
excess power as additional rent, together with the cost of installing any
additional risers or other facilities that may be necessary to furnish such
excess power to the Premises.
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8.0 ACCEPTANCE:
Tenant acknowledges that it has fully inspected the Premises, and
hereby accepts such "As Is." Tenant also acknowledges that the Premises are
suitable for the purposes for which the same are leased, in their present
condition. Tenant further acknowledges that Landlord has made no warranties or
representations as to either the condition or the suitability of the Premises in
terms of the Use as specified in Article 1.3. This Lease is, and shall be
considered to be, the only agreement between the parties hereto and their
representatives and agents. All negotiations and oral agreements acceptable to
both parties have been merged into and are included herein. There are no other
representations or warranties between the parties and all reliance with respect
to representations is solely upon the representations and agreements contained
in this document. (SEE ADDENDUM TO LEASE)
9.0 ASSIGNMENT OF SUBLETTING:
Tenant shall not voluntarily or by action of law transfer, assign,
sublet, mortgage or otherwise transfer or encumber all or any part of Tenant's
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interest in this Lease or in the Premises without Landlord's prior written
consent (which consent shall not be unreasonably withheld), nor shall Tenant
suffer or permit the Premises or any part thereof to be used or occupied by
others without Landlord's prior written consent. Any attempted assignment,
transfer, mortgage, encumbrance or subletting without such consent shall be void
and shall constitute a breach of the Lease. Regardless of Landlord's consent, no
subletting or assignment or other transfer shall release Tenant of Tenant's
obligation or alter the primary liability of Tenant to pay the rent and to
perform all other obligations to be performed by Tenant hereunder. (SEE ADDENDUM
TO LEASE)
As a condition of obtaining Landlord's consent, Tenant shall submit to
Landlord with its request the effective date of the transfer (it must be at
least (SEE ADDENDUM TO LEASE) days after submission date), the name of the
proposed assignee or subtenant, the terms and provisions of the proposed
transaction, the proposed use, which must be consistent with the provisions of
Article 1.3 hereof, a financial statement, a business history and such other
information as is necessary to demonstrate to Landlord that the proposed
assignee or subtenant has business experience and (SEE ADDENDUM TO LEASE)
financial strength and stability.
In addition, Tenant shall (SEE ADDENDUM TO LEASE), one hundred percent
(100%) of all moneys or other consideration received by Tenant from its
transferee. In the event Landlord (SEE ADDENDUM TO LEASE) to a sublease,
assignment or transfer, Tenant shall pay Landlord $200.00 for administrative
fees incurred in connection with such consent. (SEE ADDENDUM TO LEASE)
10. CONDUCT OF BUSINESS:
10.1 Operation. Tenant covenants and agrees that, it will operate and
conduct within the Premises the business it is permitted to operate and conduct
under the provisions of this lease. Tenant agrees to conduct its business at all
times in a first class manner consistent with reputable business standards and
practices.
11. RULES AND REGULATIONS:
(SEE ADDENDUM TO LEASE) [and] Tenant agree to comply with and observe
the following rules and regulations, (SEE ADDENDUM TO LEASE) and Tenant's
failure to keep and observe them shall constitute a default of this Lease.
Landlord reserves the right from time to time to (SEE ADDENDUM TO LEASE) or (SEE
ADDENDUM TO LEASE) rules and regulations, and to adopt and promulgate additional
rules and regulations applicable to the Premises and the Property. Notice of
such amended or additional rules and regulations shall be given to Tenant, and
Tenant agrees thereupon to comply with and observe all (SEE ADDENDUM TO LEASE)
rules and regulations and amendments and additions thereto.
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Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular Tenant or Tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other Tenant or Tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the Tenants of the Building. (SEE
ADDENDUM TO LEASE)
These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of premises in the Building.
11.1 No Tenant shall allow the Premises to be used for lodging, nor
shall cooking be done or permitted by any Tenant on the Premises; except, use by
the Tenant of Underwriters' Laboratory approved equipment for brewing coffee,
tea, hot chocolate and similar beverages or microwave ovens or similar
appliances installed for occasional use by Tenant's employees or invitees shall
be permitted, provided that such use is in accordance with all applicable
federal, state and city laws, codes, ordinances, rules and regulations.
11.2 Neither Tenant, its agents nor its employees shall solicit
business in the parking area or other common areas, nor shall Tenant, its agents
or its employees, distribute or display any handbills or other advertising
matter in or on automobiles or other vehicles parked in the parking area, or in
other common areas. If any such materials are distributed, Tenant shall pay
Landlord for the cost of cleanup.
11.3 No aerial, antenna, satellite dish or similar device shall be
erected on the roof or exterior walls of the Building or on the grounds, without
the prior written consent of Landlord. (SEE ADDENDUM TO LEASE) Any such device
so installed without such consent shall be subject to removal without notice at
any time, without liability to the Landlord therefor; costs incurred by Landlord
for such removal shall be paid by Tenant.
11.4 No loudspeakers, televisions, phonographs, radios or other
devices shall be used in a manner so as to be heard or seen outside of the
Premises without the prior written consent of Landlord. (SEE ADDENDUM TO LEASE)
11.5 No Tenant shall use or keep or permit to be used or kept any
foul or obnoxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to
Landlord or to other occupants of the Building by reason of noise, odors or
vibrations, or interfere in any way with other Tenants or those having business
herein.
11.6 The plumbing facilities, including fixtures and appliances,
shall not be used for any purpose other than that for which they are
constructed. The expense of any breakage, stoppage, or damage resulting from a
violation of this provision shall be borne by the Tenant whose employees, agents
or invitees shall have caused same.
11.7 Tenant's access to the roof is limited to maintenance of
equipment installed with Landlord's approval and inspections for damage to that
equipment. Neither Tenant nor its agents or employees shall enter upon the roof
at any time without the express prior approval of Landlord. (SEE ADDENDUM TO
LEASE)
11.8 Tenant and its employees shall park their motor vehicles only
in those parking areas designated for that purpose by Landlord, and Tenant shall
provide Landlord with a list of its employees' motor vehicle license tag
numbers. If Tenant and/or its employees are in violation of this rule Landlord
shall have the right to tow said vehicle at Tenant's expense. (SEE ADDENDUM TO
LEASE)
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11.9 No Tenant shall use or keep in the Premises or the building
any kerosene, gasoline or inflammable or combustible fluid or material other
than limited quantities thereof reasonably necessary for the operation or
maintenance of office equipment, or, without Landlord's prior written approval.
11.10 Landlord shall have the right, exercisable without notice and
without liability to any Tenant, to change the name and street address of the
Building. (SEE ADDENDUM TO LEASE)
11.11 No curtains, draperies, blinds, shutters, shades, screens or
other coverings, hangings or decorations shall be attached to, hung or placed
in, or used in connection with any window of the Building without the prior
written consent of Landlord (SEE ADDENDUM TO LEASE) and such items shall be
installed as instructed by Landlord.
11.12 Should a Tenant require telegraphic, telephonic, annunciator
or any other communication service, the Landlord will direct the electricians
and installers where and how the wires are to be introduced and placed, and none
shall be introduced or placed except as the Landlord shall direct.
11.13 The Landlord has the right to evacuate the Building in event
of emergency or catastrophe.
11.14 Tenant agrees not to allow or keep any animals or pets of any
kind on the Premises, except those guide dogs which are for the direct purpose
of aiding and assisting the (SEE ADDENDUM TO LEASE) impaired.
11.15 The requirements of the Tenants will be attended to only upon
application by telephone or in person at the office of Landlord. Employees of
Landlord shall not perform any work or do anything outside of their regular
duties unless under special instructions from Landlord.
11.16 The sidewalks, halls, passages, exits, entrances, elevators
and stairways of the Building shall not be obstructed by any of the Tenants or
used by them for any purpose other than for ingress to and egress from their
respective Premises. The halls, passages, exits, entrances, elevators and
stairways are not for the general public, and Landlord shall in all cases retain
the right to control and prevent access thereto of all persons whose presence in
the judgement of Landlord would be prejudicial to the safety, character,
reputation and interest of the Building and its Tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
any Tenant normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities.
11.17 No sign, placard, picture, name, advertisement or notice,
visible from the exterior of any Tenant's business shall be inscribed, painted,
affixed or otherwise displayed by any Tenant on any part of the Building without
the prior written consent of Landlord. Landlord will adopt and furnish to Tenant
general guidelines relating to signs inside the Building on the office floors.
Tenant agrees to conform to such guidelines, but may request approval of
Landlord for modifications, which approval will not be unreasonably withheld.
Material visible from outside the Building will not be permitted.
11.18 Tenant shall not allow a fire or bankruptcy sale or any
auction to be held on the Premises or allow the Premises to be used for the
storage of merchandise held for sale to the general public.
11.19 No Tenant shall employ any person or persons other than the
janitor of Landlord for the purpose of cleaning the Premises, unless otherwise
agreed to by Landlord in writing. (SEE ADDENDUM TO LEASE) Except with the
written consent of Landlord no person or persons other than those approved by
Landlord shall be permitted
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to enter the Building for the purpose of cleaning the same. No Tenant shall
cause any unnecessary labor by reason of such Tenant's carelessness or
indifference in the preservation of good order and cleanliness. Janitor services
will not be furnished on nights when rooms are occupied after 9:30 p.m. unless,
by agreement in writing, service is extended to a later hour for specifically
designated rooms.
11.20 Landlord will furnish each Tenant free of charge with two keys
to each door lock in the Premises. Landlord may make a reasonable charge for any
additional keys. No Tenant shall have any keys made. No Tenant shall alter any
lock or install a new or additional lock or any bolt on any door of its Premises
without the prior written consent of Landlord. Tenant shall in each case furnish
Landlord with a key for any such lock. Each Tenant, upon the termination of its
tenancy, shall deliver to Landlord all keys to door in the Building which shall
have been furnished to Tenant.
11.21 No Tenant shall use any method of heating or air conditioning
other than that supplied by Landlord.
11.22 Landlord reserves the right to exclude from the Building,
between the hours of 6:00 p.m. and 7:00 a.m. and at all hours on Sundays, legal
holidays and on Saturdays any person who, in Landlord's (SEE ADDENDUM TO LEASE)
opinion, has no legitimate business in the Building, Landlord shall in no case
be liable for damages for any error with regard to the admission to or exclusion
from the Building of any person. In the case of invasion, mob, riot, public
excitement or other circumstances rendering such action advisable in Landlord's
opinion, Landlord reserves the right to prevent access to the Building during
the continuance of the same by such action as Landlord may deem appropriate,
including closing doors.
11.23 The directory of the Building will be provided for the display
of the name an location of Tenants (SEE ADDENDUM TO LEASE). Any additional name
which Tenant shall desire to place upon said directory must first be approved by
Landlord in writing, and, if so approved, a charge will be made therefore.
11.24 Each Tenant shall see that the doors of its Premises are
closed and locked and that all water faucets, water apparatus and utilities are
shut off before Tenant or Tenant's employees leave the Premises, so as to
prevent waste or damage, and for any default or carelessness in this regard
Tenant shall make good all injuries sustained by other tenants or occupants of
the Building or Landlord. All Tenants shall keep the doors to the Building
corridors closed at all times except for ingress and egress.
11.25 Except with the prior written consent of Landlord, no Tenant
will sell, or permit the sale at retail, of newspapers, magazines, periodicals,
theatre tickets or any other goods or merchandise to the general public in or on
the Premises, nor shall any Tenant carry on, or permit or allow any employee or
other person to carry on, the business of stenography, typewriting or any
similar business in or from the Premises for the service or accommodation of
occupants of any other portion of the Building, nor shall the Premises of any
Tenant be used for manufacturing of any kind, or any business or activity other
than that specifically provided for in such Tenant's lease.
11.26 Landlord shall designate how all office equipment, furniture,
appliances and other large objects or property ("Equipment") shall be moved in
and/or out of the Building. The persons employed to move such Equipment in or
out of the Building must be acceptable (SEE ADDENDUM TO LEASE) to Landlord.
Landlord shall have the right to prescribe the weight, size and position of all
Equipment brought into the Building. Heavy objects shall, if considered
necessary by Landlord, stand on wood strips of such thickness as is necessary to
properly distribute the weight. Landlord will not be responsible for loss of or
damage to any such Equipment from any cause, and all damage done to the Building
by moving or maintaining such Equipment shall be repaired at the expense of
Tenant.
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Tenant agrees to coordinate all moving activities of office equipment
and furniture in and out of the Building with Landlord or Landlord' agent, and
to use the services of an insured (SEE ADDENDUM TO LEASE) professional moving
company.
11.27 Hand trucks shall not be used in any space or public halls of
the Building, either by any Tenant or others, except those equipped with rubber
tires an side guards or such other material-handling equipment as Landlord may
approve. No other vehicles of any kind shall be brought by any Tenant into the
Building or kept in or about the Premises.
11.28 Each Tenant shall store all its trash and garbage within its
Premises. No material shall be placed in the trash boxes, receptacles or common
areas if such material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of trash ordinance
governing such disposal. All garbage and refuse disposal shall be made only
through entry ways and elevators provided for such purposes and at such times as
Landlord shall designate.
12. DEFAULTS AND REMEDIES:
12.1 Defaults. The occurrence of any one or more of the following
events shall constitute a (SEE ADDENDUM TO LEASE) default and breach of this
Lease by Tenant:
(A) The failure by Tenant to make any payment of Base Rent, or
any other payment required to be made by Tenant hereunder, as and when due (SEE
ADDENDUM TO LEASE); or
(B) More than two defaults by Tenant within any one Lease Year
for the nonpayment of rent hereunder, necessitating that Landlord, because of
such defaults, shall have served upon Tenant within said Lease Year more than
two written notices; or
(C) The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Tenant, where such failure shall continue for a period of twenty (20) business
days after written notice thereof from Landlord to Tenant (SEE ADDENDUM TO
LEASE); or
(D) The insolvency of the Tenant or the execution by Tenant of
an assignment for the benefit of creditors; or
(E) The filing by or for reorganization or arrangement under
any law relating to bankruptcy or insolvency; or
(F) The appointment of a receiver or trustee to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease; or
12.2 Remedies. Upon the occurrence of any event of default,
Landlord shall have the right at any time thereafter to pursue any one or more
of the following remedies with or without notice or demand. Pursuit of any of
the following remedies shall not preclude pursuit of any of the other remedies
herein provided or any other remedies provided by law, nor shall pursuit of any
remedy herein provided constitute a forfeiture or waiver of any rents due to
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Landlord hereunder or of any damages accruing to Landlord by reason of the
Tenant's violation of any of the terms, conditions or covenants herein
contained.
(A) Terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord, and if Tenant fails to do so,
Landlord may, without prejudice to any other remedy which it may have for
possession or arrearages in rents, without being liable for prosecution or any
claim or damages therefor. Tenant agrees to pay to Landlord on demand the amount
of all loss and damage which Landlord may suffer by reason of such termination,
whether through inability to relet the Premises on satisfactory terms or
otherwise.
Any rents which may be due Landlord, whether by acceleration
or otherwise, as provided herein, shall include Base Rent, and any Additional
Rent provided for herein.
(B) Demand payment for any rents be made by certified check,
cashier's check or money order.
13. INSURANCE:
13.1 Tenant's Insurance. Tenant, at its sole expense, shall obtain
and keep in force during the Term of this Lease the following policies of
insurance, naming Landlord as a (SEE ADDENDUM TO LEASE):
(A) Comprehensive general liability insurance and personal
injury liability insurance, insuring Tenant against liability for injury to
persons or damage to property occurring in or about the Premises or arising out
of the ownership, maintenance, use or occupancy thereof. Said insurance shall
specify a single occurrence policy limit of at least $1,000,000;
(B) All Risk property insurance (SEE ADDENDUM TO LEASE),
including coverage against damage caused by fire, windstorm, explosion,
aircraft, vehicles, smoke, riot or vandalism on all of Tenant's personal
property, trade fixtures, leasehold improvements and furnishings in the minimum
amount of 80% of their replacement cost;
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(C) Glass Insurance (SEE ADDENDUM TO LEASE) covering 100% of
the replacement cost of all glass at the Premises; and
(D) Worker's Compensation insurance (SEE ADDENDUM TO LEASE)
insuring Tenant from all claims for personal injury, disease and/or death under
the worker's compensation law of the state where the Building is located, in the
amounts required by law.
13.2 Landlord's Insurance. Landlord shall obtain and keep in force
during the Term of this Lease fire and extended coverage on the Building. Tenant
agrees that it will not store, keep, use, or sell in or upon the Premises,
gasoline and related products, firearms, explosives or any other article which
may be prohibited by the standard form of fire insurance policy, or which will
increase Landlord's insurance cost.
13.3 Insurance Policies. Insurance required to be obtained by
Tenant hereunder shall be in companies rated (SEE ADDENDUM TO LEASE) or better
in "Best's Insurance Guide," and licensed to do business in the state where the
policy is written. Tenant shall furnish Landlord proof of insurance policies
within ten (10) days after the execution of this Lease but not later than ten
(10) days prior to possession of Premises. Such policies shall provide that
coverage may not be canceled or reduced without at least ten (10) days written
notice first being given to Landlord. If Tenant shall fail to procure and
maintain the insurance required hereunder, Landlord may but shall not be
required to procure and maintain the same, and any amounts paid by Landlord for
such insurance shall be Additional Rent, which shall be due and payable by
Tenant on the next succeeding date on which a Base Rent installment is due.
13.4 Waiver of Subrogation. As long as their respective insurers so
permit without additional premium, Tenant and Landlord (SEE ADDENDUM TO LEASE)
each waives any and all rights of recovery against the other, or against the
officers, employees, agents and representatives of the other for loss or damage
to such waiving party or its property or the property of others under its
control, where such loss or damage is insured under any insurance policy in
force at the time of such loss or damage.
14. NO PERSONAL LIABILITY OF LANDLORD:
"Landlord," as used in this Lease insofar as covenants or obligations
on the part of Landlord are concerned, shall be limited to mean and include only
the owner or owners at the time in question of the Premises. In the event of any
transfer of title, the Landlord named herein shall automatically be freed and
relieved from and after the date of such transfer or conveyance of all personal
liability as respects the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed, provided
that (SEE ADDENDUM TO LEASE) any funds in the hands of such Landlord at the time
of such transfer shall be turned over to the grantee. Tenant shall look solely
to the estate and property of Landlord in the Property of which the Premises are
a part for the satisfaction of Tenant's remedies for collection of a judgement
or other judicial process requiring the payment of money by Landlord in the
event of any default or breach by Landlord of any of the terms, covenants and
conditions of Lease to be observed and/or performed by Landlord, and no other
property or assets of Landlord, its partners or agents shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies.
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15. HOLD HARMLESS:
Tenant shall indemnify, defend and hold Landlord harmless from any and
all claims, liabilities, damages and costs, including attorneys fees, incurred
by Landlord which may arise from Tenant's (SEE ADDENDUM TO LEASE) use of the
Premises or from the conduct of its business or from any (SEE ADDENDUM TO LEASE)
activity, work or things which may be (SEE ADDENDUM TO LEASE) permitted or
suffered by Tenant in, on or about the Premises, and shall further indemnify,
defend and hold Landlord harmless from and against any and all claims,
liabilities, damages and costs, including attorneys' fees, incurred by Landlord
which may arise from any breach or default in the performance of any obligation
on Tenant's part under this Lease or which may arise from any negligence of
Tenant or any of its agents, representatives, customers, employees or invitees.
Tenant shall indemnify, defend and hold Landlord harmless from and against any
and all liabilities, damages and costs, including attorneys' fees, which may
arise from any injury or loss incurred as a result of Landlord, its agents,
representatives or designees entering the Premises under an emergency
circumstance, such as fire or similar event (SEE ADDENDUM TO LEASE). Landlord
and Tenant to give reciprocal indemnifications regarding Paragraph 15.
16. ACCESS TO PREMISES:
Landlord, its agents, representative and designees shall have the right
to enter the Premises at any time to examine and inspect the same, or to make
such repairs, additions or alterations as Landlord may (SEE ADDENDUM TO LEASE)
deem necessary or proper for the safety, improvement or preservation thereof.
Landlord shall also have the right to enter the Premises during Tenant's regular
business hours, to exhibit same to prospective purchasers, mortgagees, lessees
and tenants. During the ninety (90) days prior to the Lease Expiration Date,
Landlord may place upon the Premises "For Lease" or other similar signs which
Tenant shall permit to remain thereon displayed.
17. ALTERATIONS:
17.1 Alterations By Landlord. The Building and common areas are at all
times subject to the exclusive control and management of Landlord. Without
limiting the generality of the foregoing (SEE ADDENDUM TO LEASE). Landlord has
the right in its management and operation of the Building to do and perform such
acts in and to the Buildings in the use of good business judgment the Landlord
determines to be advisable for the more efficient and proper operation of the
Building including:
(A) Obstruct or close off all or any part of the Property for
the purpose of maintenance, repair or construction;
(B) Use any part of the Common Area for merchandising, display
decorations, entertainment, and structures designed for retail selling or
special features or promotional activities;
(C) Change area, level, location, arrangement or use of
Property or any part thereof;
(D) Construct other buildings, structures or improvements in
the Property and make alterations thereof, additions thereto, subtractions
therefrom, or rearrangements thereof, build additional stories on any building
and construct additional buildings or facilities adjoining or proximate to the
Property;
(E) Construct multiple deck, elevated or underground parking
facilities, and expand, reduce or alter same in any manner whatsoever (SEE
ADDENDUM TO LEASE).
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17.2 Alterations By Tenant. Tenant shall not make any structural or
mechanical alterations in any portion of the Premises. Tenant shall not make any
interior alterations at a cost in excess of (SEE ADDENDUM TO LEASE), without
first obtaining the written consent of Landlord (SEE ADDENDUM TO LEASE). All
alterations, additions and improvements provided for herein shall become, upon
completion, the property of Landlord subject to the terms of this Lease.
18. REPAIRS AND MAINTENANCE:
18.1 Landlord's Obligations. Landlord shall keep in good order,
condition and repair the structural portions of the Building and those portions
of the Property not occupied or leased by any tenant.
18.3 Surrender. On the last day of the Term hereof, or on any
sooner termination or date on which Tenant ceases to possess the Premises,
Tenant shall surrender the Premises, and the keys thereto, to Landlord in good
and clean condition, ordinary wear and tear excepted. Prior to such surrender,
Tenant shall repair any damage to the Premises occasioned by its removal of
trade fixtures, furnishings and equipment, which repair shall include the
patching and filling of holes and repair of structural damage.
19. LIENS:
Tenant shall suffer no liens of any kind to be placed upon the Premises
or the Property. In any lien is placed upon the Premises or the Property as a
result of any work done on behalf of Tenant, or as a result of any goods or
services sold or rendered to Tenant, then Tenant shall, within ten (10) days of
the imposition of the lien, cause said lien to be removed (SEE ADDENDUM TO
LEASE) at Tenant's sole expense. At any time Tenant either desires to or is
required to make repairs or alterations in accordance with this Lease, Landlord
may require Tenant, at Tenant's sole cost and expense, to obtain and provide to
Landlord a lien and completion bond (or such other applicable bond as (SEE
ADDENDUM TO LEASE) determined by Landlord) in an amount equal to one and
one-half times the estimated cost of such improvements to insure Landlord
against liability including but not limited to liability for mechanics' and
materialmen's liens and to insure completion of the work.
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20. DAMAGE OR DESTRUCTION:
If the Premises or the Building shall be damaged or destroyed by fire
or other casualty, Landlord shall have the following options:
20.1 Lease Termination.
(A) If the Building or the Premises is damaged or destroyed to
the extent of fifty percent (50%) or more of its reasonable market value prior
to the time of said damage or destruction, Landlord may (SEE ADDENDUM TO LEASE)
terminate this Lease as of the date of the occurrence.
(B) (SEE ADDENDUM TO LEASE) If the Building or the Premises is
damaged or destroyed to the extent of the less than fifty (50%) of its
reasonable market value prior to the time of said damage or destruction but the
Building cannot, in the (SEE ADDENDUM TO LEASE) judgment of Landlord, be
operated economically as an integral unit, then Landlord may terminate this
Lease as of the date of the occurrence.
(C) (SEE ADDENDUM TO LEASE) If the Premises are damaged or
destroyed within the last thirty-six (36) months of the Term of this Lease or
any extension thereof, to the extent that Tenant cannot carry on Tenant's
business, then Landlord, at its sole discretion, may terminate this Lease as of
the date of the occurrence.
20.2 Repairs or Restoration. If Landlord elects to repair or
restore the Premises to the same condition as existed before such damage or
destruction, it shall proceed with reasonable dispatch to perform the necessary
work. However, notwithstanding anything in this Lease to the contrary, if the
cost of repair or restoration exceeds any insurance proceeds available for such
work, Landlord may terminate this Lease unless Tenant shall (SEE ADDENDUM TO
LEASE) after notice of the amount of deficiency, pay to Landlord that
deficiency. Upon Landlord's election to repair or restore the Premises, the Base
Rent shall be abated until such work is completed but Landlord shall not be
liable to Tenant for any delay which arises by reason of labor strikes,
adjustments of insurance or any other cause beyond Landlord's control, and in no
event shall Landlord be liable for any loss of profits or income. If fire or
other casualty causing damage to the Premises or other parts of the Building
shall have been caused by the (SEE ADDENDUM TO LEASE) negligence or (SEE
ADDENDUM TO LEASE) misconduct of the Tenant, its agents, representative,
employees, such damage shall be repaired by Landlord at the expense of Tenant
despite contrary provisions appearing this Lease and in such event there shall
be no abatement of rent.
21. CONDEMNATION:
If the Premises shall be taken by right of eminent domain, in whole or
in part, for public purposes or should be sold by Landlord under the threat of
the exercise of such power, then this Lease, at the option of Landlord (SEE
ADDENDUM TO LEASE) shall terminate and the Rent shall be properly apportioned to
the date of such taking, and the Landlord shall receive (SEE ADDENDUM TO LEASE)
the entire award for the lands and improvements so taken, or the entire amount
of any payment made under the threat of the exercise of power of eminent domain,
and Tenant shall have (SEE ADDENDUM TO LEASE) claim for the value of any portion
of its leasehold estate so terminated (SEE ADDENDUM TO LEASE). If less than a
substantial part of the Premises shall be taken, this Lease shall not terminate
[and] Landlord shall promptly restore and reconstruct the Premises, provided
such restoration and reconstruction shall make the same reasonably suitable for
the uses for which the Premises are leased, but in no event shall Landlord be
required to expend any amount greater than the amount received by Landlord as
compensation for the portion of the
Tenant's Initials __________
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Premises taken by the condemnor. (SEE ADDENDUM TO LEASE). Tenant's rental
obligations during the unexpired portion of this Lease shall be adjusted
proportionately to reflect the gross leasable area remaining in the Premises, as
of the date on which the condemning authority takes title or possession.
22. FORCE MAJEURE:
In the event that either party hereto shall be delayed or hindered in
or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, inability to procure materials, loss of utility services,
restrictive governmental laws or regulations, riots, insurrection, war, acts of
God, or other reason of a like nature not the fault of the party delayed in
performing work or doing acts required under the terms of this Lease, then
performance of such act shall be excused for the period of delay and the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay. The provisions of this Section shall not operate to
excuse Tenant from the prompt payment of Rent or any other charges under this
Lease.
24. SUCCESSION TO LANDLORD'S INTEREST:
24.1 Attornment. Tenant shall attorn and be bound to any of
Landlord's successors under all the terms, covenants and conditions of this
Lease for the balance of the remaining Term.
24.2 Subordination. This Lease shall be subordinate to (SEE
ADDENDUM TO LEASE) of any mortgage or security deed or the lien resulting from
any other method of financing or refinancing now or hereafter in force against
the Property, any portion thereof, or upon any buildings hereafter placed upon
the land of which the Premises are a part, and to any and all advances to be
made under such mortgages, and all renewals, modifications, extensions,
consolidations and replacements thereof (SEE ADDENDUM TO LEASE). Tenant
covenants and agrees to execute and deliver upon demand such further instrument
or instruments subordinating this Lease on the foregoing basis to the lien of
any such mortgage or mortgages as shall be desired by Landlord and any
mortgagees or proposed mortgagees, within ten (10) days after written notice to
do so.
24.4 Estoppel Certificate. Within (SEE ADDENDUM TO LEASE) days
after request therefor by Landlord, or in the event that upon any sale,
assignment or hypothecation of the Premises and/or the land thereunder by
Landlord an estoppel certificate (SEE ADDENDUM TO LEASE) in recordable form to
any proposed mortgagee or purchaser, or to Landlord, certifying that this Lease
is unmodified and in full force and effect (or if modified that the same is in
full force and effect as modified, and stating the modifications), that there
are no defenses or offsets thereto (or stating those claimed by Tenant) and the
dates to which Base Rent and Additional Rent have been paid.
25. SURRENDER OF PREMISES:
25.1 At the expiration (SEE ADDENDUM TO LEASE) or earlier
termination of this Lease, Tenant shall surrender the Premises to Landlord broom
clean and in the same condition as when tendered by Landlord, reasonable wear
and tear and insured casualty excepted. Tenant shall promptly repair any damage
to the Premises caused the removal of any furniture, trade fixtures or other
personal property placed in the Premises.
Tenant's Initials __________
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25.2 Should Tenant, with Landlord's written consent, hold over at
the end of the term hereof, Tenant shall become a Tenant at will and any such
holding over shall not constitute an extension of this Lease (SEE ADDENDUM TO
LEASE).
26. PARKING:
The parking areas, or (SEE ADDENDUM TO LEASE) designated portions
thereof, shall be available for the use of tenants of the building and, to the
extent designated by Landlord, the employees, agents, customers and invitees of
said tenants shall (SEE ADDENDUM TO LEASE) be subject to the Rules, Regulations,
Charges, and Rates as set forth by the Landlord from time to time. However,
Landlord may restrict to certain portions of the parking areas parking for the
tenant and other tenants of the Building and their employees and agents, and may
designate other areas to be used at large only by customers and invitees of the
Building (SEE ADDENDUM TO LEASE).
Notwithstanding anything elsewhere herein contained, Landlord reserves
the right from time to time to make reasonable changes in, additions to and
deletions from the parking areas and the purposes to which the same may be
devoted, and the use of parking areas shall at all times be subject to such
reasonable rules and regulations as may be promulgated by landlord provided that
Landlord shall not reduce Tenant's parking rights as described in subparagraph
above (although it may change the locations thereof).
Covered reserved parking for Tenant and its employees or agents will be
provided, subject to availability, at a charge based upon the then fair market
value of such parking as determined solely by Landlord.
Landlord, or its agents (if Landlord has delegated such privileges),
shall have the right to cause to be removed any cars of Tenant, its employees or
agents that are parked in violation hereof or in violation of (SEE ADDENDUM TO
LEASE) Regulations of the Building, without liability of any kind to Landlord,
its agents or employees, and Tenant agrees to hold Landlord harmless from and
defend it against any and all claims, losses, or damages asserted or arising in
respect to or in connection with the removal of any such automobiles as
aforesaid. Tenant shall from time to time upon request of Landlord supply
Landlord with a list of license plate numbers of all automobiles operated by its
employees and agents who are to have parking privileges hereunder. Tenant may,
as a part of the regulations promulgated by Landlord, if for use of the Parking
Areas, require that Tenant cause an identification sticker issued by Landlord to
be affixed to all automobiles of Tenant and its employees or agents who are
authorized to park in the Parking Areas.
27. MISCELLANEOUS:
27.1 Partial Invalidity. If any term, covenant or condition of this
Lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, covenant or condition of this Lease shall be
valid and be enforced to the fullest extent permitted by law.
Tenant's Initials __________
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27.2 Successors and Assigns. Except as otherwise provided herein,
this Lease shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, executors, successors and
assigns.
27.3 Waiver. The waiver by (SEE ADDENDUM TO LEASE) of any breach of
any term, covenant or condition herein contained shall not be deemed to be a
waiver of such term, covenant or condition or any subsequent breach of the same
or any other term, covenant or condition herein contained. The subsequent
acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of
any preceding breach by Tenant of any term, covenant or condition of this Lease,
other than the failure of Tenant to pay the particular rental so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent. No covenant, term or condition of this Lease shall be
deemed to have been waived by (SEE ADDENDUM TO LEASE), unless such waiver be in
writing by (SEE ADDENDUM TO LEASE).
27.4 Accord and Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this Lease provided.
27.5 Attorneys' Fees. In the event any action is commenced for any
breach of any covenant, condition or agreement herein contained, the prevailing
party in such action shall be entitled to receive all costs incurred in such
action, including without limitation, all reasonable attorneys' fees.
27.6 Time Is Of the Essence. Time is of the essence of this
Agreement.
27.7 Broker's Commission. Tenant warrants that it has had no
dealings with any broker or agent in connection with this Lease except as
designated in Article 1.13, and covenants to pay, hold harmless and indemnify
Landlord from and against any and all cost, expense or liability for any
compensation, commissions and charges claimed by any broker or agent with
respect to this Lease or the negotiation thereof (SEE ADDENDUM TO LEASE).
27.8 No Light, Air or View Easement. Any diminution or shutting off
of light, air or view by any structure which may be erected on lands adjacent to
the Building shall in no way affect this Lease or impose any liability on
Landlord.
27.9 Entire Agreement. This Lease and the Exhibits and Addends, if
any, attached hereto and forming a part hereof, set forth all the covenants,
promises, agreements, conditions and understandings between Landlord and Tenant
concerning the Premises and there are no covenants, promises, agreements,
conditions or understandings, either oral or written, between them other than as
are herein set forth. Except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this Lease shall be binding upon
Landlord or Tenant unless reduced to writing and signed by them.
27.10 Applicable Law. The validity, performance and enforcement of
this Lease shall be governed by the laws of the state in which the Building is
located.
27.11 Notices. Whenever under this Lease provision is made for any
demand, notice or declaration of any kind, or where it is deemed desirable or
necessary by either party to give or serve any such notice,
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demand or declaration to the other party, it shall be in writing and sent by
certified mail, return receipt requested, postage prepaid, to the address set
forth in Articles 1.8(A) and 1.9(A) hereof, or to such other address as may be
given by a party to the other by proper notice hereunder. The date on which the
certified mail is deposited with the United States Postal Service shall be the
date on which any proper notice hereunder shall be deemed given.
27.12 Quiet Enjoyment. Landlord warrants that it has full right and
power to execute and perform this Lease and that Tenant, on payment of the sums
due hereunder and performance of all of the covenants, conditions and provisions
on Tenant's part to be observed and performed hereunder, shall peacefully and
quietly have, hold and enjoy the Premises during the Term of this Lease and any
extension or renewal hereof.
27.13 Compliance with Law. Tenant shall comply with all present and
future laws, ordinances and regulations applicable to the use of Premises, and
shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisance in, upon or connected with the
Premises, all at Tenant's sole expense (SEE ADDENDUM TO LEASE).
27.14 Superior Law. If any provision of this Lease is ever in
conflict with any applicable law or regulation, either now in effect or
hereafter adopted, said law or regulation shall control.
27.15 Guarantor. In the event that there is a guarantor of this
Lease, said guarantor shall have the same obligations as Tenant under this
Lease.
27.16 Exhibit. The Exhibits listed in Article 1.14 are attached
hereto and by this Article made a part hereof.
27.17 Execution of Lease. The submission of this Lease for
examination does not constitute a reservation of or option for the Premises and
this Lease becomes effective as a lease only upon execution and delivery thereof
by Landlord and Tenant. If Tenant is a corporation, Tenant shall furnish
Landlord with such evidence as Landlord reasonably requires to evidence the
binding effect on Tenant of the execution and delivery of this Lease.
IN WITNESS WHEREOF, the parties have subscribed their respective
signatures in execution hereof, on the day and year written.
TENANT: Union Oil Company of LANDLORD: REI Fund XV
California D/B/A Unocal ----------------------------
-----------------------
By By [Illegible]
----------------------------------- -----------------------------------
Name J.L. Prince Name [Illegible]
--------------------------------- ---------------------------------
Title Vice President Title [Illegible]
-------------------------------- --------------------------------
Date June 28, 1991 Date 7/12/91
--------------------------------- ---------------------------------
by Hallwood Management Co. as agent
Signed in the presence of:
Witness /s/Paul Granch Witness /s/Robin Nilsson
------------------------------ ------------------------------
Name Paul Granch Name Robin Nilsson
--------------------------------- ---------------------------------
Title Real Estate Contract Specialist Title Administrative Assistant
-------------------------------- --------------------------------
Tenant's Initials __________
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LEASE AGREEMENT
EXHIBIT A
FLOOR PLAN
(Attached hereto)
Tenant: __________________________
DBA:_______________________________ The Premises and the Building a
shown above are approximations.
Premises: approximately 14,049 square feet (rentable)
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LEASE AGREEMENT
EXHIBIT B
LEGAL DESCRIPTION
ALL THAT TRACT or parcel of land lying and being in Land Lot 156 of the 18th
District of Dekalb County, Georgia, and being more particularly described as
follows:
TO FIND THE POINT OF BEGINNING, commence at the corner common to Land Lots 156,
157, 197 and 198; run thence south 70 degrees 41 minutes 46 seconds west 818.01
feet to a point; said point being the POINT OF BEGINNING; run thence south 27
degrees 15 minutes 51 seconds east 822.37 feet to a point on the northwestern
right of way of Interstate 85 Access Road; run thence along the northwestern
right of Interstate 85 Access Road south 61 degrees 15 minutes 28 seconds west
274.3 feet to a point; leaving the northwestern right of way, run north 55
degrees 57 minutes 00 seconds west 384.31 feet to a point; run thence south 34
degrees 03 minutes 00 seconds east 299.83 feet to a point; run thence south 05
degrees 11 minutes 00 seconds east 221.00 feet to a point on the northwestern
right of way Interstate 85 Access Road; run thence along the northwestern right
of way Interstate 85 Access Road the following courses and distances, south 62
degrees 10 minutes 29 seconds west 113.18 feet; south 83 degrees 26 minutes 13
seconds west 68.80 feet; south 65 degrees 17 minutes 47 seconds west 218.50 feet
to a point; leaving the northeastern right of way of Interstate 85 Access Road,
run thence north 77 degrees 54 minutes 53 seconds west 25.65 feet to a point;
run thence along the northwestern right of way of Corporate Boulevard north 27
degrees 06 minutes 30 seconds west 247.78 feet to a point; run thence along the
northwestern right of way of Corporate Boulevard an arc distance of 358.05 feet
to a point (said arc being subtended by a chord bearing north 40 degrees 42
minutes 09 seconds west and having a length of 365.60 feet); run thence north 35
degrees 22 minutes 30 seconds east 71.0 feet to a point, run thence north 82
degrees 37 minutes 30 seconds east 159.0 feet to a point, run thence south 27
degrees 22 minutes 30 seconds east 63.0 feet to a point, run thence north 62
degrees 37 minutes 30 seconds east 72.0 feet to a point, run thence south 27
degrees 22 minutes 30 seconds east 65 feet to a point, run thence north 62
degrees 37 minutes 30 seconds east 75.0 feet to a point, run thence north 27
degrees 22 minutes 30 seconds west 351.00 feet to a point; run thence along an
arc to the right 7.85 feet (said arc being subtended by a chord bearing north 17
degrees 37 minutes 30 seconds east and having a chord distance of 7.07 feet) to
a point; run thence north 62 degrees 37 minutes 30 seconds east 16.0 feet to a
point; run thence along an arc to the right 7.85 feet (said arc being subtended
by a chord bearing south 72 degrees 22 minutes 30 seconds east and having a
distance of 7.07 feet) to a point; run thence south 27 degrees 22 minutes 30
seconds east 14.0 feet to a point; run thence north 62 degrees 37 minutes 30
seconds east 36.0 feet to a point; run thence north 27 degrees 22 minutes 30
seconds west 209.0 feet to a point; run thence north 33 degrees 37 minutes 30
seconds east 5.0 feet to a point; run thence north 56 degrees 22 minutes 30
seconds west 45.63 feet to a point; run thence south 33 degrees 45 minutes 44
seconds west 808.25 feet to a point on the northeastern right of way of
Corporate Boulevard; run thence along the northeastern right of way of Corporate
Boulevard north 56 degrees 06 minutes 30 seconds west a distance of 108 feet
more or less to the centerline of Peachtree Creek; run thence northeast along
the centerline of Peachtree Creek 889 feet more or less to the intersection with
the northern land lot line of Land Lot 156; run thence easterly along the
northern land lot line of Land Lot 156 south 89 degrees 32 minutes 09 seconds
east 280 feet more or less to a point on the northern land lot line; run thence
north 89 degrees 38 minutes 48 seconds east 64.01 feet to a point; run thence
south 27 degrees 22 minutes 30 seconds east 136.0 feet to a point; run thence
north 62 degrees 37 minutes 30 seconds east 77.00 feet to a point; run thence
south 27 degrees 19 minutes 09 seconds east 310.41 feet to a point; run thence
north 82 degrees 39 minutes __ seconds east 323.07 feet to the POINT OF
BEGINNING, all according to a survey for Equitec Real Estate Investors, Fund XV
and Ticor Title Insurance Company by Watts & Browning, Engineers, dated July 1,
1985, last revised July 19th, 1985.
Tenant's Initials __________
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LEASE AGREEMENT
EXHIBIT C
TENANT SUITE IMPROVEMENT WORKLETTER
Tenant's Initials __________
Landlord's Initials __________
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UNION OIL COMPANY OF CALIFORNIA
LEASE AGREEMENT
EXHIBIT E
RIDER TO LEASE
I. FIRST RIGHT OF REFUSAL
Landlord hereby extends to Tenant a right of first refusal for all
rental space immediately adjacent to the premises leased to Tenant under the
Lease Agreement. The rental rate applicable to any such additional space shall
be the same per square foot rental rate then applicable under the Lease
Agreement. Upon Landlord's receipt of a bona fide offer to Lease with regard to
such adjacent leasehold space, Landlord shall extend to Tenant, by written
notice, a right of first refusal. Such notice shall constitute an offer to lease
such space to Tenant which shall remain open for a period of at least five (5)
business days. Tenant may exercise its right of first refusal by written notice
delivered to Landlord within that time. If such right of first refusal is
exercised, Tenant shall be granted $5.00 per rentable square foot to improve the
space. The improvement allowance shall be prorated accordingly depending on the
time during the three year lease term in which this right is exercised, using a
monthly proration figure of $.1389 per month. Any improvement dollars expended
for such a first right of refusal shall also correlate back and be considered a
part of the cancellation option penalty.
II. IMPROVEMENT ALLOWANCE
Tenant shall be granted $5.00 per rentable square foot allowance which
Tenant has elected to take as an improvement allowance credit against the
monthly rental over the entire term of the lease. The improvement allowance
credit shall break down as follows:
From 07/91 - 06/92 = Monthly Improvement Credit $1,951.25
From 07/92 - 06/93 = Monthly Improvement Credit $1,951.25
From 07/93 - 06/94 = Monthly Improvement Credit $1,951.25
Said improvement allowance shall offset gross rentals on a monthly
basis with the credit taken as noted above, as negotiated between the parties to
lease.
III. RENEWAL OPTION
Landlord hereby grants Tenant the right to renew and extend the term of
this lease for one (1) additional period of four (4) years upon the following
terms and conditions: A. Tenant shall give Landlord written notice of its intent
to exercise of such renewal option at least 90 days prior to the expiration of
the then current term of this lease. B. Such option will be exercised only if,
at the time of the exercise of such option, and at the date of commencement of
the renewal term, this lease is in full force and effect, and no event of
default shall exist pursuant to Section 12 of the Lease. C. Such a renewal
option is subject to market economics and at terms and conditions subject to
negotiations at the time of such exercise. Market comparable
34
EXHIBIT E
RIDER TO LEASE
PAGE 2 OF 4
properties shall include Koger Center, Century Center and Executive Park. D.
Improvement allowance subject to such renewal shall be defined as not to exceed
$7.00 per rentable square foot.
IV. CANCELLATION OPTION
Landlord hereby grants Tenant the right to cancel this Lease at any
full year interval anniversary date providing Landlord ninety (90) days prior
written notice of its desire to cancel. Full year interval anniversary date
shall be defined as July 1, 1992 or July 1, 1993.
V. BUILDING SYSTEMS
Landlord agrees to maintain building temperatures at a reasonable
range. Landlord agrees to survey the heating/air conditioning system for the
purpose of estimating cost of work necessary to rebalance the system. Landlord
shall absorb any costs associated with the survey work only. Rebalancing the
system, if necessary, will be at Tenant's option and sole expense.
VI. SUBLEASE AND ASSIGNMENT RIGHT
Tenant shall have the continuing right to assign the lease or sublet
all or any portion of the premises at any time during the primary lease term,
with Landlord's consent which shall not be unreasonably withheld or delayed and
to retain 100% of any rentals resulting from the sublease(s) or assignments.
Subleases or assignments to any subsidiaries or affiliates of Tenant shall not
require Landlord's consent.
VII. SURRENDER OF PREMISES/HOLDING OVER
Tenant shall have the right to hold over beyond the expiration of the
lease for a period of up to six (6) months at the same terms and conditions as
the primary lease including base rental rate but excluding any improvement
allowance credit. Tenant may vacate the premises by giving Landlord thirty (30)
days prior written notice during the holdover term. Occupancy after the initial
six (6) month holdover period shall be considered a month-to-month tenancy and
rental paid by Tenant shall be at a rate equal to 110% of the then current base
rental rate at the end of the holdover period. Base rental rate is defined in
Lease Provision 1.11.
VIII. INTENTIONALLY DELETED
35
EXHIBIT E
RIDER TO LEASE
PAGE 3 OF 4
IX. NON-DISTURBANCE AGREEMENT
Landlord shall make every best effort to secure for Tenant a
non-disturbance agreement. No guarantees can be made as to a timeframe for
receipt, however Landlord will make every best effort to secure such an
agreement in a timely fashion after execution of this lease agreement. If not
received within ninety (90) days after full execution of the Lease agreement by
both parties, Tenant has the right for a period of seven (7) days, to cancel
upon thirty (30) days written notice to Landlord at no cost to Tenant.
X. FIXTURES
All affixed appurtenances including, but not limited to fixtures, wall
mounted cabinets, computer, and/or electronic equipment which are owned or
installed by Tenant, may be removed by Tenant upon vacating the premises
provided that any damage caused to premises by said removal be repaired to its
original condition with reasonable wear and tear excepted.
XI. PARKING
Tenant shall be granted the use of four (4) parking spaces per 1,000
rentable square feet as required by Dekalb County Code. Such use of the parking
spaces defined herein shall be at no cost to the Tenant, and shall not be
specifically designated or marked for Tenant's sole use.
XII. ACCESS INTO PREMISES
Tenant shall have 24 hour per day/7 days per week access into the
premises.
XIII. REQUEST FOR ADDITIONAL SERVICES
Tenant shall have the ability to request additional heating/air
conditioning service hours at an hourly charge of $35.00 per hour. Landlord
shall have the option to adjust the hourly charge to accommodate for rate
fluctuations incurred from the local utility company. Tenant shall be notified
in writing from Landlord of rate changes regarding additional services.
XIV. HAZARDOUS OR REGULATED MATERIALS
Landlord shall indemnify Tenant for any and all claims, liabilities,
damages, and costs, including attorneys' fees incurred by Tenant as a result of
all hazardous or
36
EXHIBIT E
RIDER TO LEASE
PAGE 4 OF 4
regulated materials contained on or within the Property and/or materials brought
in or onto the Property by individuals other than Tenant's employees and/or
visitors.
XV. HOLD HARMLESS:
Landlord shall indemnify, defend and hold Tenant harmless from any and
all claims, liabilities, damages and costs, including attorneys fees, incurred
by Tenant which may arise from Landlord's negligent use of the Property or from
the conduct of its business or from any negligent activity, work or things which
be negligently permitted or suffered by Landlord in, on or about the Property,
and shall further indemnify, defend and hold Tenant harmless from and against
any and all claims, liabilities, damages and costs, including attorneys fees,
incurred by Tenant which may arise from any breach or default in the performance
of any obligation on Landlord's part under this Lease or which may arise from
any negligence of Landlord or any of its agents, representatives, customers,
employees or invitees. Landlord shall indemnify, defend and hold Tenant harmless
from and against any and all liabilities, damages and costs, including attorneys
fees, which may arise from any injury or loss incurred as a result of Landlord,
its agents, representatives or designees entering the Premises under an
emergency circumstance, such as fire or similar event which Landlord has
negligently caused.
XVI. GENERAL REASONABILITY PROVISION
Whenever this Lease grants Landlord or Tenant the right to take action,
exercise discretion, establish rules and regulations or make allocations or
other determinations, Landlord or Tenant shall act reasonably and in good faith
and take no action which result in the frustration of the reasonable
expectations of a sophisticated prudent Landlord and sophisticated prudent
Tenant concerning the benefits to be enjoyed under this Lease.
XVII. COMPLIANCE WITH LAW
Landlord shall comply with all present and future laws, ordinances and
regulations applicable to the use of Property, and shall promptly comply with
all governmental orders and directives for the correction, prevention and
abatement of nuisance in, upon or connected with the Property, all at Landlord's
sole expense.
XVIII. POTENTIAL CONFLICTS
In the event of a conflict between the provisions of the Lease, the
Addendum to Lease and the Rider to Lease, the Addendum and Rider shall govern
the Agreement.
37
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 1 of 10
Section 2.1
Paragraph 2 - Delete paragraph.
Section 2.2 - Delete section.
Section 2.3
Paragraph 2 - Delete paragraph.
Section 3.2
Line 1 - Replace: If for any reason With: Subject to the immediately
succeeding sentence,
Line 6 - Delete: until possession of the Premises is tendered to
Tenant, which date shall be the new Lease Commencement Date, and the Lease
Expiration Date shall remain unchanged. Add: if Landlord fails to deliver
possession of the premises to Tenant prior to July 1, 1991 in accordance with
the terms hereof.
Section 4. - Delete section.
Section 5.1
Paragraph 2, Line 8 - Directly after "Landlord", Add: and Tenant
Paragraph 2, Line 10 - Replace: billing to Tenant With: reconciliation
statement
Paragraph 2, Line 10 - Directly after "Tenant", Add: or Landlord, as
applicable
Paragraph 2, Line 11 - Replace: Landlord With: the other Section 5.2
Line 3 - Replace: the highest legal rate With: ten percent (10%)
Section 5.3
Paragraph 2 - Delete paragraph
Section 5.4 - Delete section.
38
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 2 of 10
Section 6.0
Paragraph 1, Line 3 - Directly after "by the" Add: negligent
Paragraph 1, Line 4 - Directly after "Tenant's" Add: reasonable
Paragraph 3, Line 8 - Directly after "services" Add: beyond Landlord's
reasonable control
Paragraph 3, End of Paragraph - Add: Notwithstanding anything to the
contrary contained in this Section 6.0 or this Lease, in the event that Landlord
provided services are interrupted or suspended in such a manner to adversely
affect Tenant's use of the Premises for a period in excess of five (5) business
days, Tenant may undertake to cause to have such services reinstated and shall
have the right to off-set such costs incurred against any amounts owing Landlord
under this Lease, not to exceed a maximum dollars of $2,500.00.
Paragraph 4 - Delete paragraph.
Paragraph 5, Line 2 - Directly after "which" Add: materially
Paragraph 5, Line 5 - In between "and the" and "cost" in both places
that line Add: reasonable
Section 7.0 - Delete section.
Section 8.0
End of Paragraph - Add: See Rider to Lease, Paragraph V. entitled
Building Systems, which further defines Landlord's obligations.
Section 9.0
Paragraph 1, End of Paragraph - Add: Landlord will allow Tenant the
unilateral right to assign or sublet to any entity which is controlled by or is
under common control with Tenant ("Affiliate") without consent of the Landlord.
Additionally, upon time of Assignment to an Affiliate or a third party having
equal creditworthiness, Tenant is to be released from lease obligations upon
assumption by Assignee.
Paragraph 2 - Delete paragraph.
Paragraph 3, Line 3 - Replace: sixty With: thirty (30)
39
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 3 of 10
Paragraph 3, Line 8 - Directly after "experience and" Add: viable
Paragraph 3, Line 8 & 9 - Delete: equal to or greater than that of
Tenant
Paragraph 4, Line 1 & 2 - Delete: execute an agreement with Landlord
agreeing to pay to Landlord, as Additional Rent, Add: be entitled to retain
Paragraph 4, Line 3 - 5 - Delete: in excess of the amounts owed by
Tenant to Landlord under this Lease, which Additional Rent shall be paid to
Landlord as and when received by Tenant.
Paragraph 4, Line 6 - Replace: shall consent With: that Landlord's
consent is necessary hereunder and Landlord consents
Paragraph 4, End of Paragraph - Add: Notwithstanding the foregoing
should Tenant be released from all of its obligations hereunder upon such
assignment or transfer with Landlord's written consent, Landlord shall retain
100% of all monies or other consideration to be paid by said Transferee or
Assignee.
Section 10.1
Paragraph 1, Line 1 & 2 - Delete: , continuously and uninterruptedly
from and after the initial opening for business,
Paragraph 1, Line 4 & 5 - Delete: , except while the Premises are
untenantable by reason of fire or other casualty
Section 11
Paragraph 1, Line 1 - Prior to "Tenant agree" Add: Landlord and
Paragraph 1, Line 2 - Directly after "regulations, and" Add: Landlord's
or
Paragraph 1, Line 3 - Delete: amend Add: make such reasonable
amendments
Paragraph 1, Line 4 - Delete: supplement said Add: supplemental
Paragraph 1, Line 7 - Directly after "observe all" Add: reasonable
Paragraph 2, End of Paragraph - Add: All such waivers must be
consistently applied.
40
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 4 of 10
Section 11.3
Line 3 - Directly after "consent of Landlord" Add: which consent shall
not be unreasonably withheld or delayed
Section 11.4
Line 3, End of Paragraph - Add: which consent shall not be unreasonably
withheld or delayed
Section 11.6
Line 2 & 3 - Delete: , and no foreign substance of any kind shall be
deposited therein
Line 6 - 8 - Delete: Tenant shall be responsible for all sanitary sewer
lines up to the limit of Tenant's private sewer line, whether or not such lines
are located within the premises.
Section 11.7
End of Paragraph - Add: which shall not be unreasonably withheld or
delayed
Section 11.8
End of Paragraph - Add: Parking areas designated for Tenant parking
shall be defined as the north, east, south or west parking lots immediately
surrounding Building 13.
Section 11.10
End of Paragraph - Add: Any such name change is limited as to not be
named by or after any direct competition relating to Tenant's business.
Section 11.11
Line 4 - Directly after "consent of Landlord" Add: which shall not be
unreasonably withheld or delayed
Section 11.14
Line 3 - Replace: visually With: physically
41
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 5 of 10
Section 11.19
Line 3 - Directly after "Landlord in writing" Add: which shall not be
unreasonably withheld or delayed
Section 11.22
Line 3 - Replace: sole With: reasonable
Section 11.23
Line 2 - Directly after "location of Tenants" Add: and Tenant's
employees located in the Premises
Section 11.26
Paragraph 1, Line 4 - Directly after "Building must be" Add: reasonably
Paragraphs 2, Line 3 - Directly after "services of an insured" Add: /or
bonded
Paragraph 2, Line 3 - 6 - Delete language as noted in body of Lease.
Section 12.1
Line 2 - Directly after "constitute" Add: an event of
Subsection A, Line 2 - Delete: Additional Rent
Subsection A, Line 3 - Directly after "when due" Add: Notice Cure
period after notice shall be defined as twenty (20) business days for
"non-rental" default and five (5) business day cure period for "rental" default.
Subsection B, Line 4 - Delete: . This default shall be deemed a
non-curable default
Subsection C, Line 3 - Delete: other than Paragraph (A) above,
Subsection C, Line 5 - Directly after "Tenant" Add: Provided, however
if incapable of being cured within twenty (20) business days, Tenant shall not
be in default if commences to cure and diligently proceeds to cure
Subsection G - Delete section.
42
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 6 of 10
Section 12.2
Subsection A - Delete language as noted in body of Lease.
Subsection B - Delete section.
Subsection C - Delete section.
Subsection D - Delete section.
Section 13.1
Line 3 - Directly after "insurance" Add: or self-insurance
Line 3 - Replace: co-insured With: an additional insured
Subsection B, Line 1 - Directly after "insurance" Add: or
self-insurance
Subsection C, Line 1 - Directly after "Glass Insurance" Add: or
self-insurance
Subsection D, Line 1 - Directly after "Compensation insurance" Add: or
self-insurance
Section 13.3
Line 2 - Delete: A+, AAA Add: A
Section 13.4
Line 2 - Directly after "and Landlord" Add: hereby release one another
from any and all claims covered by their respective insurers and
Section 14
Line 8 - Directly after "provided that" Add: the Successor assumes
Landlord's obligations and
Section 15
Line 3 - Directly after "from Tenant's" Add: negligent
Line 4 - Directly after "or from any" Add: negligent
43
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 7 of 10
Line 4 - Directly after "which may be" Add: negligently
Line 15 - Directly after "similar event" Add: which Tenant has
negligently caused
End of Paragraph - Add: Landlord and Tenant to give reciprocal
indemnifications. See Rider to Lease, Paragraph XV.
Section 16
Line 1 - Directly after "have the right" Add: upon giving Tenant two
(2) day notice
Line 3 - Directly after "Landlord may" Add: reasonably
Section 17.1
Line 3 - Directly after "of the foregoing," Add: and so long as
Tenant's access to the Premises and the operation of its business is not
limited,
Subsection E, Line 2 - Replace: ; and With: .
Section 17.2
Line 3 - Directly after "any" Add: individual
Line 3 - Replace: $2,500 With: $10,000
Line 4 - Directly after "Landlord" Add: which shall not be unreasonably
withheld or delayed.
Line 6 - 9 - Delete language as noted in body of Lease.
Section 18.1
Line 3 - 7 - Delete language as noted in body of Lease.
Section 18.2 - Delete section.
Section 19
Line 5 - Directly after "to be removed" Add: or shall cause to be
procured a Statutory Release Bond
44
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 8 of 10
Line 9 - directly after "applicable bond as" Add: reasonably
Section 20.1
Subsection A, Line 3 - Directly after "Landlord" Add: or Tenant
Subsection B, Line 1 - Prior to "If the Building" Add: Subject to
Subsection C below,
Subsection B, Line 4 - Delete: sole Add: reasonable
Subsection C - Redefine subsection letter as Subsection (D)
Subsection C - Replace previous Subsection (C) with the following: If
the Premises are damaged or incur destruction less than 50% of the total Tenant
area and the Landlord does not or cannot complete necessary repairs within sixty
(60) days of occurrence, Tenant may terminate the Lease with thirty (30) days
written notice to Landlord.
Section 20.2
Line 6 - Directly after "Tenant shall" Add: without any duty to do so
Line 14 - Prior to "negligence or" Add: gross
Line 14 - Directly after "negligence or" Add: willful
Line 15 & 16 - Delete: or of any other person entering the premises
under express or implied invitation of Tenant,
Section 21
Line 3 - Directly after "option of Landlord" Add: or Tenant
Line 5 - Delete: the entire Add: its proportionate share of the
Line 7 - Delete: no Add: a
Line 8 - 9 - Delete: except any claim to which Tenant is solely
entitled not affecting Landlord's claim. Add: and consequent moving expenses
Line 10 - Delete: less than a substantial part of the Premises shall be
taken, this
45
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 9 of 10
Line 11 - Delete: but Delete: at its sole expense,
End of Paragraph - Add: Provided, however, that in no event shall
repairs or restoration take longer than (60) days completion date
Section 23 - Delete section.
Section 24.2
Line 1 - Delete: the lien Add: any existing liens
Line 7 - Directly after "thereof." Add: Such subordination shall be
self-operative only upon the receipt of a non-disturbance agreement by Tenant in
form reasonably acceptable to Tenant.
Line 7 - 8 - Delete language as noted in body of Lease.
Line 12 - 14 - Delete language as noted in body of Lease.
End of Paragraph - Add: See Rider to Lease Paragraph IX attached and
made a part hereto.
Section 24.3 - Delete section.
Section 24.4
Line 1 - Delete: ten (10) Add: thirty (30)
Line 4 - Delete: shall be required from Tenant, Tenant agrees to
deliver Add: which Tenant reasonably approves shall be delivered by Tenant
Line 4 - 5 - Delete: a certificate
Section 25.1
Line 1 - Directly after "At the expiration" Add: as defined in the
attached Rider to Lease, Paragraph VII
Section 25.2
Line 3 - 10 - Delete language as noted in body of Lease.
46
Union Oil Company of California
Lease Dated March 14, 1991
Addendum to Lease
Page 10 of 10
Line 3 - Directly after "of this Lease" Add: with exception as defined
in the Rider to Lease, Paragraph VII
Section 26
Paragraph 1, Line 1 - Directly after "The parking areas, or" Add:
reasonably
Paragraph 1, Line 3 - Directly after "said tenants shall" Add: upon
Tenant receiving notice thereof and providing approval thereof
Paragraph 1, Line 8 - Directly after "of the Building" Add: not to
exceed four (4) spaces per 1,000 square feet of office space
Paragraph 4, Line 3 - Directly after "in violation of" Add:
above-referenced
Section 27.3
Line 1 - Delete: Landlord Add: either party
Line 10 - Delete: Landlord Add: either party
Line 11 - Delete: Landlord Add: such party
Section 27.7
End of Paragraph - Add: Landlord warrants that it has had no dealings
with any broker or agent in connection with this Lease except as designated in
Article 1.13, and covenants to pay, hold harmless and indemnify Tenant from and
against any and all cost, expense or liability for any compensation, commissions
and charges claimed by any broker or agent with respect to this Lease or the
negotiation thereof.
Section 27.13
End of Paragraph - Add: Landlord shall provide Tenant with reciprocal
compliance. See Rider to Lease, Paragraph XVII.
47
FIRST AMENDMENT
TO LEASE
STATE OF GEORGIA
COUNTY OF DEKALB
Amendment, made this 6th day of June, 1994, by and between
HALLWOOD REAL ESTATE INVESTORS FUND XV, a Delaware General Partnership, having
an office at 3 Corporate Square, Suite 315, Atlanta, Georgia, party of the first
part, hereinafter referred to as "Landlord", and UNION OIL OF CALIFORNIA aka
UNOCAL, having an office at 13 Corporate Square, Suite 200, Atlanta, Georgia,
party of the second part, hereinafter referred to as "Tenant".
WITNESSETH
WHEREAS, Equitee Real Estate Investors Fund XV and Tenant, as
of March 14, 1991, entered into a Lease covering Suite 200 on the second floor
of the building known as 13 Corporate Square, and at the rental and upon the
terms and conditions therein more particularly set forth, and Equitee REI Fund
XV subsequently assigned its interest therein to Landlord, and
WHEREAS, Landlord and Tenant are desirous of further amending
said Lease in the manner set forth below:
PREMISES
Effective July 1, 1994, the square footage under lease to
Tenant shall decrease from approximately 14,049 rentable square feet to
approximately 5,610 rentable square feet.
TERM
The termination date of the Lease shall be and is hereby
extended from the 30th day of June, 1994 to the 30th day of June, 1999, the
"Extension Period".
RATE
The total base monthly rental amounts during the above stated
Extension Period shall be billed and are payable as follows:
48
TERM RENTAL RATE
---- -----------
7-1-94 to 6-30-95 $4,815.25 per month
7-1-95 to 6-30-96 $5,058.35 per month
7-1-96 to 6-30-97 $5,310.80 per month
7-1-97 to 6-30-98 %5,572.60 per month
7-1-98 to 6-30-99 $5,853.10 per month
LEASEHOLD IMPROVEMENTS
Landlord shall grant Tenant a build-out allowance in the
amount of $540,672.50 ($7.25 per square foot, based on 5,610 square feet) for
the purpose of down-sizing the premises described above, in accordance with
current building and fire codes, the floor plan attached hereto as Exhibit 1-A
(which shall suffice as representative of the tenant improvements mutually
agreed upon by the parties hereto, until such time as sealed construction
drawings can be created and presented to Tenant for Tenant's acceptance and
signed approval prior to commencement of construction), the Work Letter attached
hereto as Exhibit 1-B, and the General Contractor's line-item bid attached
hereto as Exhibit 1-C, all of which are made a part hereof by this reference.
Tenant shall have the sole responsibility for payment of any tenant improvement
costs required hereunder which exceed Landlord's build-out allowance, and Tenant
shall promptly pay to Landlord any overage due, upon receipt of invoice from
Landlord. (Example: As of the date of this First Amendment, the total
construction cost is estimated at $61,167.57, and given that level of cost,
Tenant's portion payable to Landlord would be $20,495.07). Notwithstanding
anything contained herein to the contrary, Tenant's portion of such construction
costs shall not exceed $20,495.07 without Tenant's written consent except in the
event of a change order approved in advance by Tenant, or required changes
imposed by the fire marshall or building inspector as a result of Tenant's floor
plan attached hereto.
RIDER TO LEASE
The following list of paragraphs, as more particularly set
forth in Lease Exhibit E, "Rider to Lease", shall be considered expired and
therefore null and void in their entirety as of the effective date of the
Extension Period, that is July 1, 1994:
Paragraph I. First Right of Refusal;
Paragraph II. Improvement Allowance;
Paragraph III. Renewal Option;
Paragraph IV. Cancellation Option.
49
BROKER
Tenant represents that Tenant has dealt with no broker or
agent in connection with this First Amendment to Lease, and that no other
party(ies) is (are) entitled to any commission in connection herewith other than
Hallwood Management Company, managing agent for Landlord, and the
Miller-Richmond Company, agent for Tenant. Landlord shall pay a commission to
the managing agent named herein, according to their agreement, and Tenant shall
owe no commission whatsoever to managing agent named herein; however, Tenant
shall indemnify and hold Landlord harmless from any and all claims for services
rendered to Tenant by any other agent(s) with whom Tenant has dealt in
connection herewith, whether named or not named herein. Hallwood Management
Company has not acted as agent for the Tenant in this transaction, and shall
have no obligation whatsoever for payment of any fees or commissions to the
Miller-Richmond Company, agent for Tenant, which may be due for services
rendered to Tenant by Tenant's agent. Landlord represents that Landlord has
dealt with no broker or agent in connection with this First Amendment to Lease,
and that no other party(ies) is (are) entitled to any commission in connection
herewith other than Hallwood Management Company, managing agent for Landlord,
and Miller-Richmond Company, agent for Tenant. Landlord shall indemnify and hold
Tenant harmless for any and all claims for services rendered to Landlord by any
other agent(s) with whom Landlord has dealt in connection herewith, whether
named or not named herein.
THIS FIRST AMENDMENT to Lease shall be in full force as of the
date above first written, and shall take effect as of July 1, 1994 and shall
continue in effect for the duration of said Lease, as amended, that is through
June 30, 1999. The Lease, as amended, is hereby ratified and confirmed, and all
conditions contained therein remain in full force and effect.
50
IN WITNESS WHEREOF, each party has caused this Amendment to
Lease to be executed by its duly authorized officer(s).
LANDLORD: HALLWOOD REAL ESTATE INVESTORS FUND XV, a Delaware General
Partnership
BY: Hallwood Management Company, as Agent for Hallwood Real Estate
Investors Fund XV
NAME: _____________________________________________________________
TITLE: _____________________________________________________________
DATE: _____________________________________________________________
TENANT: UNION OIL COMPANY OF CALIFORNIA
BY: _____________________________________________________________
NAME: _____________________________________________________________
TITLE: _____________________________________________________________
DATE: _____________________________________________________________
51
SECOND AMENDMENT
TO LEASE
STATE OF GEORGIA
COUNTY OF DEKALB
Amendment, made this 18th day of August, 1994, by and between
HALLWOOD REAL ESTATE INVESTORS FUND XV, a Delaware General Partnership, having
an office at 3 Corporate Square, Suite 315, Atlanta, Georgia, party of the first
part, hereinafter referred to as "Landlord", and UNION OIL OF CALIFORNIA aka
UNOCAL, having an office at 13 Corporate Square, Suite 200, Atlanta, Georgia,
party of the second part, hereinafter referred to as "Tenant".
WITNESSETH
WHEREAS, Equitee Real Estate Investors Fund XV and Tenant, as
of March 14, 1991, entered into a Lease covering Suite 200 on the second floor
of the building known as 13 Corporate Square, and at the rental and upon the
terms and conditions therein more particularly set forth, and as amended, and
Equitec REI Fund XV subsequently assigned its interest therein to Landlord, and
WHEREAS, the Lease was amended pursuant to that certain First
Amendment to Lease dated June 6, 1994, and
WHEREAS, Landlord and Tenant are desirous of further amending
said Lease in the manner set forth below:
PREMISES
Effective September 1, 1994, and for the remaining term of the
Lease, that is until June 30, 1999, the square footage under lease to Tenant
shall be increased from approximately 5,610 rentable square feet to
approximately 5,769 rentable square feet, according to the following adjustments
and as set forth on the floor plan marked as Exhibit 2-A, attached hereto and
made a part hereof by this reference: 1.) Tenant shall take under lease the
floor area marked by cross-hatched lines on Exhibit 2-A containing approximately
399 rentable square feet; 2.) Tenant shall give up to Landlord, from under
Lease, the floor area marked by diagonal lines on Exhibit 2-A, containing
approximately 240 rentable square feet; the net difference of which is equal to
approximately 159 rentable square feet, which accounts for the increase in
square footage under lease to Tenant, as set forth above.
RATE
The total base monthly rental amounts during the Periods set
forth below shall be billed and are payable as follows:
52
TERM RENTAL RATE
---- -----------
9-1-94 to 6-30-95 $4,919.11 per month
7-1-95 to 6-30-96 $5,167.45 per month
7-1-96 to 6-30-97 $5,425.35 per month
7-1-97 to 6-30-98 $5,692.79 per month
7-1-98 to 6-30-99 $5,979.34 per month
LEASEHOLD IMPROVEMENTS
Landlord shall grant Tenant a build-out allowance in the
amount of $877.25, which is granted in addition to the $40,762.50 allowance as
set forth in the First Amendment document, for the purpose of alterations to the
First Amendment square footage and the additional space added herein, as
indicated on the floor plan attached hereto as Exhibit 2-A, in accordance with
current building and fire codes and in accordance with the sealed construction
drawings prepared by Brent Davis Associates Architects, Inc., dated August 17,
1994, and which were mutually agreed upon, signed, and accepted by the parties
hereto on August 30, 1994, and with the finishes consistent with those set forth
in the Work Letter found in the First Amendment to Lease as Exhibit 1-B. Tenant
shall have the sole responsibility for payment of any tenant improvement costs
required hereunder which exceed Landlord's build-out allowance, and Tenant shall
promptly pay to Landlord any overage due, upon receipt of invoice from Landlord.
As of the date of this Second Amendment to Lease, the total combined build-out
cost of the First and Second Amendments is estimated at $65,417.57, less
Landlord's combined allowance of $412,549.75, equals Tenant's portion, payable
to Landlord, of $23,867.82. Notwithstanding anything contained herein to the
contrary, Tenant's portion of such construction costs shall not exceed
$23,867.82 without Tenant's written consent, except in the event of a change
order approved in advance by Tenant, or required changes imposed by the Fire
Marshall or Building Inspector as a result of Tenant's floor plan attached
hereto.
BROKER
Tenant represents that Tenant has dealt with no broker or
agent in connection with this Second Amendment to Lease, and that no other
party(ies) is(are) entitled to any commission in connection herewith other than
Hallwood Management Company, managing agent for Landlord, and the
Miller-Richmond Company, agent for Tenant. Landlord shall pay a commission to
the managing agent named herein, according to their agreement, and Tenant shall
owe no commission whatsoever to managing agent named herein; however, Tenant
shall indemnify and hold Landlord harmless from any and all claims for services
rendered to Tenant by any other agent(s) with whom Tenant has dealt in
connection therewith, whether named or not named herein. Hallwood Management
Company has not acted as agent for the Tenant
53
in this transaction, and shall have no obligation whatsoever for payment of any
fees or commissions to the Miller-Richmond Company, agent for Tenant, which may
be due for services rendered to Tenant by Tenant's agent. Landlord represents
that Landlord has dealt with no broker or agent in connection with this First
Amendment to Lease, and that other party(ies) is(are) entitled to any commission
in connection herewith other than Hallwood Management Company, managing agent
for Landlord, and Miller-Richmond Company, agent for Tenant. Landlord shall
indemnify and hold Tenant harmless for any and all claims for services rendered
to Landlord by any other agent(s) with whom Landlord has dealt in connection
herewith, whether named or not named herein.
THIS SECOND AMENDMENT to Lease shall be in full force as of
the date above first written, and shall take effect as of September 1, 1994 and
shall continue in effect for the duration of said Lease, as amended, that is
through June 30, 1999. The Lease, as amended, is hereby ratified and confirmed,
and all conditions contained therein remain in full force and effect.
IN WITNESS WHEREOF, each party has caused this Amendment to
Lease to be executed by its duly authorized officer(s).
LANDLORD: HALLWOOD REAL ESTATE INVESTORS FUND XV, a Delaware General
Partnership
BY: Hallwood Management Company, as Agent for Hallwood Real Estate
Investors Fund XV
NAME: _____________________________________________________________
TITLE: _____________________________________________________________
DATE: _____________________________________________________________
TENANT: UNION OIL COMPANY OF CALIFORNIA
BY: _____________________________________________________________
NAME: _____________________________________________________________
TITLE: _____________________________________________________________
DATE: _____________________________________________________________
54
EXHIBIT 1-B
CONSTRUCTION WORK LETTER
In addition to those wall changes and construction items set forth in the First
Amendment to Lease under the title "Tenant Improvements," Exhibit 1-A, and
Exhibit 1-C, Landlord shall include in the scope of work for the benefit of
Tenant, the following items, as clarification of the labor and materials
involved in performing the scope of work:
Contractor: S&E Contractors ("Contractor") has been selected by
Landlord to perform the proposed scope of work to the
reduced the size of the office space to be occupied
by Tenant, based on a competitive bid process of
selection. Contractor is experienced in the
alterations of occupied office space, and is insured,
and is licensed to do construction in Dekalb County,
Georgia.
Time Table: Work shall be performed during business hours, and
shall commence upon approval by the Dekalb County
Building Inspector's office of the Construction
Drawings (CD's). Construction is estimated to require
thirty (30) days to complete. Therefore, it is
estimated that construction, including plans
approval, should take no more than forty-five (45)
days from the time this First Amendment to Lease is
fully executed.
Scope of Work: Labor and materials shall be applied to the premises
in accordance with Exhibit 1-A, and Contractor's
line-item bid form, to be supplied to Tenant by
Landlord, and by mutually approved, written change
order, as may be required after work has commenced.
55
Finishes: Finishes shall be supplied to and installed at the
construction site in accordance with Exhibit 1-A,
and Exhibit 1-C. Finishes shall be of building
standard quality and shall consist of the following
general specifications, which may be supplied or
secured from a choice of reputable companies
available to Landlord and Contractors:
- Wall Paint: Flat latex paint, two (2)
coats, in Tenant's choice of color.
- Carpet: Remove old carpet and provide and
install, throughout, new 30 oz. nylon, cut
pile carpet, in Tenant's choice of color.
- Door Frame Paint: Semi-gloss, two (2)
coats, in Tenant's choice of Color.
All construction shall be managed by Hallwood Management Company's Construction
Coordinator, agent for Landlord, and Tenant agrees that Hallwood shall be paid a
fee for all such construction management, in the amount of ten (10) percent of
all construction costs, which shall include the cost of all labor, materials,
overhead, and profit of all contractors and sub-contractors utilized to
accomplish the scope of work. That is, Tenant acknowledges and agrees that
Hallwood is entitled to said 10% construction management fee on all portions of
construction costs, paid for by Landlord's allowance, and due from Tenant for
its required payment of mutually agreed upon overages in construction costs, and
for mutually agreed upon change orders to the scope of work as Tenant may
require of Landlord subsequent to the start of construction.
56
EXHIBIT 1-C
General Contractor's
Line-Item Bid
S & E CONTRACTORS, INC. HALLWOOD MANAGEMENT
5840 ROCK SPRINGS CIRCLE RECORPORATE SQUARE, BLD 13-200, UNOCAL
BUFORD, GA 30518 PROPOSAL #6263
PHONE # (404) 536-4546 MAY 19, 1994
DESCRIPTION OF WORK UNIT QUANTITY UNIT COST ITEM TOTAL SUB TOTAL
======================================= ==== ======== ========= ========== =========
THIS BID PREPARED BY TONY GUNTER
DEMOLITION
REMOVE CEILING HEIGHT WALLS LF 178 $4.60 $801.00
REVOVE SHEETROCK ONE SIDE LF 61 $2.00 $102.00
REMOVE CEILING TILE 8F 1500 $0.15 $225.00
REMOVE WALLCOVERING SF 878 $0.20 $76.60
REMOVE STOREFRONT GLASS DOOR LS 1 $150.00 $150.00
SUB TOTAL $1,353.60
DRYWALL
9' HIGH WALL TO GRID LF 186 $16.00 $2,976.00
TOP EXISTING WALL TO LF 181 $16.00 $2,896.00
STRUCTURE, 12' HIGH
FIRE CAULKING LS 1 $550.00 $550.00
LAMINATE WITH SHEETROCK ONE
SIDE LF 51 $8.00 $405.00
CUT OPENING EA 10 $65.00 $650.00
CLOSE OPENING EA 10 $76.00 $750.00
BUTT/CORNER PACHES EA 15 $15.00 $225.00
HOT PATCHES EA 7 $15.00 $105.00
WINDOW MULL TIE IN EA 3 $20.00 $60.00
SKIM WALLS WHERE W/C REMOVED SF 720 $0.50 $380.00
MISC. PATCHING LS 1 $150.00 $150.00
SUB TOTAL $9,130.00
CEILING
INSTALL 2X4 TILE SF 1600 $0.55 $825.00
INSTALL 2X4 GRID LS 11 $250.00 $250.00
REPAIR GRID AT DEMISING WALL LF 540 $1.50 $810.00
PAINT GRID SF 1500 $0.18 $270.00
REPLACE DAMAGED TILE DUE TO LS 1 $400.00 $400.00
CONSTRUCTION
SUB TOTAL $2,555.00
57
(EXHIBIT 1-C Continued)
General Contractor's
Line-Item Bid
S & E CONTRACTORS, INC. HALLWOOD MANAGEMENT
5840 ROCK SPRINGS CIRCLE RECORPORATE SQUARE, BLD 13-200, UNOCAL
BUFORD, GA 30518 PROPOSAL #6263
PHONE # (404) 536-4546 MAY 19, 1994
DESCRIPTION OF WORK UNIT QUANTITY UNIT COST ITEM TOTAL SUB TOTAL
======================================= ==== ======== ========= ========== =========
DOORS
RELOCATE INTERIOR DOOR EA 12 $45.00 $540.00
INSTALL 3'x6'8" S/C BIRCH DOOR,
FRAME PASSAGE, STOP EA 2 $250.00 $500.00
INSTALL HANDICAP PASSAGE SET EA 15 $65.00 $975.00
INSTALL HANDICAP, LOCKSET EA 2 $150.00 $300.00
INSTALL DOOR CLOSER EA 2 $95.00 $190.00
INSTALL EXISTING GLASS DOOR &
WINDOW EA 1 $350.00 $350.00
SUB TOTAL $2,855.00
MILLWORK
REMOVE BASE CABINETS &
REINSTALL LS 1 $2,000.00 $2,000.00
SUB TOTAL $2,000.00
PAINT/WALLCOVERING
FLAT LATEX (2 COATS OVER
CARPET) SF 12457 $0.30 $3,737.10
DOOR AND FRAME EA 23 $35.00 $805.00
SUB TOTAL $4,542.10
58
(EXHIBIT 1-C Continued)
General Contractor's
Line-Item Bid
S & E CONTRACTORS, INC. HALLWOOD MANAGEMENT
5840 ROCK SPRINGS CIRCLE RECORPORATE SQUARE, BLD 13-200, UNOCAL
BUFORD, GA 30518 PROPOSAL #6263
PHONE # (404) 536-4546 MAY 19, 1994
DESCRIPTION OF WORK UNIT QUANTITY UNIT COST ITEM TOTAL SUB TOTAL
======================================= ==== ======== ========= ========== =========
ELECTRICAL
DEMO LS 1 $250.00 $250.00
DUPLEX OUTLET EA 36 $35.00 $1,260.00
DEDICATED OUTLET EA 4 $145.00 $580.00
S.P. SWITCH EA 9 $35.00 $315.00
3-WAY SWITCH EA 4 $60.00 $240.00
PHONE/DATA BOX AND STRING EA 21 $15.00 $315.00
RELOCATE AND REWIRE 2X4 LIGHT EA 18 $35.00 $560.00
INSTALL 2X4 LIGHT EA 10 $95.00 $950.00
EMERGENCY LIGHT EA 2 $150.00 $300.00
EXIT LIGHT EA 5 $150.00 $750.00
BRING ELECTRICAL CEILING TO SF 3500 $0.08 $280.00
CODE
REPLACE LIGHT LENS EA 7 $15.00 $105.00
SUB TOTAL $5,905.00
HVAC
2X2 SUPPLIES (2) LS 1 $5,965.00 $5,965.00
RETURN FIRE DAMPERS (6)
FIRE DAMPERS IN DUCT WORK (10)
RELOCATE SUPPLY (2)
RELOCATE T-STAT (1)
BALANCE SYSTEM BASED ON
SUFFICIENT-BLD AIR
SUBTOTAL $5,965.00
59
(EXHIBIT 1-C Continued)
General Contractor's
Line-Item Bid
S & E CONTRACTORS, INC. HALLWOOD MANAGEMENT
5840 ROCK SPRINGS CIRCLE RECORPORATE SQUARE, BLD 13-200, UNOCAL
BUFORD, GA 30518 PROPOSAL #6263
PHONE # (404) 536-4546 MAY 19, 1994
DESCRIPTION OF WORK UNIT QUANTITY UNIT COST ITEM TOTAL SUB TOTAL
======================================= ==== ======== ========= ========== ==========
FLOORINGS
CARPET & BASE (BY HALLWOOD MANAGEMENT)
SUBTOTAL $0.00
PLUMBING
RELOCATE PLUMBING IN BREAK RM LS 1 $1,000.00 $1,000.00
SUBTOTAL $1,000.00
SPECIALTY ITEM
FIRE EXTINGUISHERS EA 2 $75.00 $150.00
GENERAL CONDITIONS LS 1 $650.00 $650.00
FINAL CLEAN SF 3500 $0.10 $350.00
PERMITS EA 1 $250.00 $250.00
SUBTOTAL $1,400.00
SUBTOTAL $38,706.70
OVERHEAD $4,404.68
TOTAL $41,110.38
PLEASE NOTE:
BID DOES NOT INCLUDE ANY WALLCOVERING.
BID DOES NOT INCLUDE NEW CARPET, BASE, MINIBLINDS, REKEYING OF SPACE.