1
EXHIBIT 10.2
SUBLEASE AGREEMENT
THIS AGREEMENT is made this _________ day of May, 1998, by and between
Electrolux, LLC, a Delaware limited liability company, f/k/a Electrolux
Corporation, a Delaware corporation with an office at 2300 Windy Ridge Parkway,
Suite 900 South, Atlanta, Georgia 30339, hereinafter called "Electrolux" and
The Profit Recovery Group International I, Inc., a Georgia corporation with its
principal place of business at 2300 Windy Ridge Parkway, Suite 100 North,
Atlanta, Georgia 30339-8426 hereinafter called "PRG".
W I T N E S S E T H:
WHEREAS, by Agreement of Lease, dated November 19, 1987, as amended
December 21, 1988 and June 30, 1988 (herein collectively called the "Prime
Lease" and attached as Exhibit "A"), Electrolux leases from Wildwood
Associates, a Georgia General Partnership (the "Prime Lessor") the ninth (9th)
floor in the building known as 2300 Windy Ridge Parkway, Wildwood Office Park,
Atlanta Georgia (the "Building"); and
WHEREAS, Electrolux desires to Sublease to PRG and PRG desires to
Sublease from Electrolux the ninth (9th) floor consisting of approximately
62,576 rentable square feet (the "Premises")
NOW THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration and of the mutual agreements hereinafter set
forth, Electrolux and PRG stipulate, covenant and agree as follows:
1. PREMISES
Electrolux does hereby Sublease to PRG a portion of the Building
consisting of approximately 62,576 square feet of rentable area on the
ninth (9th) floor (the "Premises") as outlined in red and crosshatched
on Exhibit "A" attached hereto and made a part hereof.
2. TERM
The term shall commence on the date of delivery specified in Section 4
hereof, and shall expire on February 29, 2000.
3. USES
The Premises shall be used for office space in accordance with all
applicable laws, ordinances, rules and regulations of governmental
authorities and the Rules and Regulations attached to the Prime Lease.
PRG covenants and agrees to abide by the Rules and Regulations in all
respects as now set forth and as hereafter promulgated by Prime Lessor.
Prime Lessor shall have the right at all times during the Lease Term to
publish and promulgate and thereafter enforce such rules and
regulations or changes in the existing Rules and Regulations as it may
reasonably deem.
4. RENT
Beginning on the Commencement Date, PRG shall pay Rent as follows:
Term Square Footage Annual Rent Rent Annual Rent
- ---------------------- --------------------- ---------------- ---------- ---------------
Commencement - 2/28/99 31,288 (South Tower) $19.50/rsf $50,843.00 $ 610,116.00
3/1/99 - 2/29/00 62,576 (entire 9th floor) $19.10/rsf $99,600.13 $1,195,201.60
Subject to Section 6 hereof, the Commencement Date for the 31,288
square feet in the South Tower shall be August 15, 1998. Electrolux
shall vacate the 31,288 square feet in the South Tower and deliver
possession of same to PRG in broom clean condition on or before July 1,
1998.
Subject to Section 6 hereof, the Commencement Date for the 31,288
square feet in the North Tower shall be March 1, 1999. Electrolux shall
vacate the 31,288 square feet in the North Tower and deliver possession
of same to PRG in broom clean condition on or before January 15, 1999.
2
PRG shall pay the Rent and service charges, as described in Paragraph
5, (collectively the "Rent") provided for hereunder in advance on the
first day of every month during the Term. Rent shall be a prorated rate
for fractions of a month if this Sublease commences or expires (as the
case may be) for any reason on any day other than the 1st or last day
of the calendar month, respectively. PRG shall make payment of Rent to
Electrolux, at the address specified in Paragraph 9.
5. SERVICE CHARGES
If PRG shall procure any services from the Building beyond the Building
standard services specified in the Prime Lease, (such as alterations or
after-hour air-conditioning) PRG shall pay for same at the rates
charged therefor by the Prime Lessor (the "Service Charges") and shall
make such payment to Electrolux or Prime Lessor, as Electrolux shall
direct. Any Rent or other sums payable by PRG under this Paragraph 5
shall be considered rent and collectible by Electrolux as such. If
Electrolux shall receive any refund from Prime Lessor, PRG shall be
entitled to the return of so much thereof as shall be attributable to
prior payments by PRG.
6. PREPARATION FOR OCCUPANCY
Prior to July 1, 1998, Electrolux shall at its own expense construct a
demising wall between the North and South Towers. On or before July 1,
1998 Electrolux shall deliver possession of the Premises to PRG for the
purpose of constructing tenant improvements. The Premises shall then be
vacant and in broom clean condition. PRG will at its sole expense,
perform or cause to be performed, such construction of the Premises as
it desires, provided that prior to the commencement of construction PRG
shall have obtained the written consent of Electrolux, and the Prime
Lessor, if required, which consent shall not be unreasonably withheld
or delayed, to PRG's construction plans. In the event delivery of the
Premises or any portion thereof, shall be delayed, the Commencement
Date shall be similarly delayed.
7. INCORPORATION OF PRIME LEASE
(a) This Sublease is subject to all of the terms of the Prime Lease and
the Sublease with the same force and effect as if fully set forth
herein at length, excepting only as otherwise specifically provided
herein. All of the terms with which Sublessor is bound to comply under
the Prime Lease shall, to the extent only that they apply to the
Premises and except as otherwise provided herein, be binding upon PRG,
and all of the obligations of Prime Lessor set forth in the Prime Lease
shall, to the extent only that they apply to the Premises and except as
otherwise provided herein, inure to the benefit of PRG. It is the
intention of the parties that, except as otherwise provided in the
Sublease, the relationship between Electrolux and PRG shall be governed
by the language of the various articles of the Prime Lease as if they
were typed out in this Sublease in full, and the words "Lessor"
"Lessee" and "Prime Lease" as used in the Prime Lease, shall read,
respectively "Electrolux," "PRG" and "Sublease".
(b) For the purpose of this Sublease, the following provisions of the
Prime Lease are hereby deleted in their entirety:
Sections; 5,6,7; Exhibit G articles 1, 2, 5, 8, 12, 13, 14, 15;
Exhibit J; First Amendment to Lease articles 2.(L) and 3; Second
Amendment to Lease articles 2.(j), (k), (l), (p), 4, 5 and 6.
8. QUIET ENJOYMENT
(a) Electrolux covenants and agrees with PRG that upon PRG paying the
rent reserved in this Sublease and observing and performing all of the
other obligations, terms, covenants and conditions of this Sublease on
PRG's part to be observed and performed, PRG may peaceably and quietly
enjoy the Premises and Common building Facilities (in common with other
tenants) during the term; provided, however, that this Sublease shall
automatically terminate upon termination of the Prime Lease and PRG
shall have no claim against Electrolux unless such termination was
caused by the default of Electrolux in the performance of those
obligations (under the Prime Lease) which have not been assumed by PRG
hereunder. Electrolux will indemnify and hold harmless PRG from and
defend PRG against all claims, liabilities losses and damages that PRG
may incur by reason of, resulting from or arising out of any such
termination of the Sublease due to Electrolux's default under the Prime
Lease. Electrolux covenants and agrees that (i) Electrolux will not
enter into a consensual agreement with Lessor under the Prime Lease to
terminate the Prime Lease (ii) Electrolux will not terminate the
Sublease as it pertains to
3
the Premises unless Electrolux is entitled to do so under this Sublease or
by the condemnation and casualty provisions of this Sublease.
(b) PRG covenants and agrees that PRG shall not do or suffer or permit
anything to be done (within its reasonable and direct control) which would
constitute a default under the Prime Lease or would cause the Prime Lease
to be canceled, terminated or forfeited by virtue of any rights of
cancellation, termination, or forfeiture reserved or vested in Prime Lessor
under the Prime Lease, PRG will indemnify and hold harmless Electrolux from
and defend Electrolux against all claims, liabilities, losses and damages
of any kind whatsoever that Electrolux may incur by reason of, resulting
from or arising out of the cancellation, termination or forfeiture of the
Prime Lease, which is caused by PRG.
9. NOTICES
Any notice, demand, or request under this Sublease shall be in writing and
shall be considered properly delivered when addressed as hereinafter
provided and delivered by hand or by nationally recognized overnight
courier service to the addressee set forth in the preamble of this
Agreement with all notices to PRG being directed to the attention of
Clinton McKellar, Jr., Esq. and all notices to Electrolux being directed to
the attention Steven D. Cooper, General Counsel. Rejection or other refusal
to accept or the inability to deliver because of a changed address of which
no notice was given shall be deemed to be receipt of the notice, demand or
request sent. Address for notice may be changed by either party by giving
30 days written notice to the current address of record.
Electrolux agrees to provide, in a timely manner, copies of any notices it
receives from the Prime Lessor with respect to the Premises.
10. ASSIGNMENT AND SUBLETTING
Except as permitted by Paragraph 19 of the Prime Lease, PRG shall not
assign, mortgage, transfer, pledge or encumber its interest in this
Sublease, in whole or in part, or sublet or permit the subletting of the
Premises, or permit the Premises or any part thereof to be occupied or used
by any person or entity other than PRG, without in each case having first
obtained the written consent of (a) Electrolux, which consent shall not be
unreasonably withheld, delayed or conditioned, and (b) the Prime Lessor.
11. PRIME LESSOR'S RESPONSIBILITIES
Notwithstanding anything to the contrary contained in this Sublease, PRG
agrees and acknowledges that it will look soley to the Prime Lessor, and
not Electrolux, to furnish all services and to perform all obligations of
Prime Lessor pursuant to the Prime Lease. Electrolux shall not be liable to
PRG or be deemed in default hereunder for failure of Prime Lessor to
furnish such services or perform such obligations. If Prime Lessor shall
fail to perform any of its obligations under the Prime Lease, PRG may, at
its option, enforce performance thereof if and to the extent authorized by
the Prime Lease, and Electrolux shall cooperate with PRG in such
enforcement.
12. DESTRUCTION AND EMINENT DOMAIN
Article 20, titled "Destruction," and Article 33, titled "Eminent Domain,"
of the Prime Lease are modified to provide that if by operation of either
of these two Articles the Prime Lease is not terminated and continues in
full force and effect, this Sublease shall not be terminated but shall also
continue in full force and effect, except that until the Premises are
restored in accordance with these two Articles there shall be a
proportionate abatement of annual rent and payable hereunder to the extent
of damage to the Premises; provided, however, that such abatement shall in
no event exceed the abatement granted to Electrolux under the Prime Lease
for the Premises and, provided further, that no compensation or claim or
reduction will be allowed or paid by Electrolux by reason of inconvenience,
annoyance or injury to PRG's business arising from the necessity of
affecting repairs to the Premises or any portion of the Building, whether
such repairs are required by operation of these two Articles or any other
provision of the Prime Lease. Notwithstanding the foregoing, if the
Premises cannot be restored within one hundred twenty (120) days after
damage, destruction or condemnation (in the reasonable opinion of
Electrolux), then PRG may elect to terminate this Sublease by written
notice (to Electrolux) given within thirty (30) days after PRG's receipt of
Sublessor's estimate of the time required to restore the Premises.
4
13. PARKING
Electrolux shall provide PRG five (5) of Electrolux reserved parking spaces
on the commencement of the 31,288 square feet in the South Tower and an
additional five-(5) spaces on March 1, 1999.
14. INSURANCE
(a) PRG shall maintain comprehensive general liability insurance covering the
legal liability of Electrolux and PRG against all claims for any bodily
injury or death of persons and for damage to or destruction to property
occurring on, in or about the Premises and arising out of the use or
occupation of the Premises by PRG in the minimum amount of $5,000,000.00 in
connection with any single occurrence of bodily injury or death and
$500,000.00 in connection with claims for property damage. Such policy shall
provide that it may not be canceled or materially changed without at least
thirty-(30) days prior written notice to each name insured. Electrolux shall
be named as an additional insured on the insurance policies required of PRG
under the Sublease.
(b) Electrolux and PRG shall each have included in all policies of commercial
property insurance and other insurance (required under the Prime Lease or
this Sublease) obtained by them covering the Premises, the Building and the
contents therein, a waiver by the insurer of all right or subrogation against
the other in connection with any loss or damage thereby insured against. Any
additional premium for such waiver shall be paid by the primary insured. To
the full extent permitted by law, Electrolux and PRG each waive all right to
recovery against the other for, and agrees to release the other from
liability for, loss or damage to the extent such loss or damage is covered by
valid and collectible insurance in effect at the time of such loss or damage
or would be covered by the insurance required to be maintained under this
Sublease by the party seeking recovery.
15. BROKERAGE
Carter and Associates, LLC has acted as agent for PRG in this transaction.
PRG represents and warrants to Electrolux that, except as stated herein, no
broker, agent or other person has represented PRG in the negotiations for and
procurement of the Sublease and that, except as set forth herein no
commissions, fees or compensation of any kind are due and payable in
connection herewith to any broker, agent, or other person as a result of any
act or agreement of PRG. PRG agrees to indemnify and hold Electrolux harmless
from all loss, liability, damage, claim, cost or expense (including
reasonable attorneys' fees and court costs) suffered or incurred by
Electrolux as a result of a breach by PRG of the representations and
warranties contained in the immediately preceding sentence. Electrolux shall
pay Carter & Associates, LLC a brokerage commission of four (4%) of the
aggregate rent. Fifty (50%) percent shall be paid upon Sublease execution and
fifty (50%) percent upon occupancy.
Electrolux represents and warrants to PRG that no broker, agent, or other
person has represented Electrolux in the negotiations for and procurement of
the Sublease and that except as set forth herein, no commissions, fees or
compensation of any kind are due and payable in connection herewith to any
broker, agent, or other person as a result of any act or agreement of
Electrolux. Electrolux agrees to indemnify and hold PRG harmless from all
loss, liability, damage, claim, cost or expense (including reasonable
attorneys' fees and court costs) suffered or incurred by PRG as a result of a
breach by Electrolux of the representations and warranties contained in the
immediately preceding sentence.
16. BINDING AND ENTIRE AGREEMENT
This Sublease shall be binding on PRG and its heirs and executors, and on the
respective legal representatives, successors and permitted assigns of the
parties. This Sublease contains the entire agreement of the parties with
respect to the subject matter herein and may not be modified except by
instrument in writing, which is signed by both parties.
17. CONSENT OF PRIME LESSOR
In accordance with Paragraph 19 of the Prime Lease, it is understood and
agreed that this Sublease shall not become effective unless and until
Electrolux has obtained and delivered to PRG the written consent of Prime
Lessor to the subletting herein on or before the Commencement Date.
5
IN WITNESS WHEREOF, duly authorized representatives of the parties hereto
have executed this Sublease as of the day and year first above written.
WITNESS: ELECTROLUX, LLC
By:
- ----------------------- -----------------------------
Title:
--------------------------
[CORPORATE SEAL]
WITNESS: THE PROFIT RECOVERY GROUP
INTERNATIONAL I, INC.
By:
- ------------------------ ------------------------------
Title:
---------------------------
[CORPORATE SEAL]