LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter called the "Lease") is made and entered
into this 10th day of July, 1995, by and between Rand Realty CO (hereinafter
called "Landlord"); and Electronic Claims & Funding, Inc. (hereinafter called
"Tenant").
1. PREMISES. Landlord does hereby rent and lease to Tenant and Tenant does
hereby rent and lease from Landlord for general office use reasonable and
customary for a project such as the Property (as defined below) only and for no
other purposes whatsoever, the space described below consisting of 6,400
rentable square feet of space known as Suite 200 hereinafter referred to as (the
"Premises") as described and shown on the floor plan attached hereto marked
Exhibit "A-1" and located on the Property as described and shown on Exhibit "A"
attached hereto and made a part hereof (the "Property") together with the
non-exclusive right to use the common area and parking areas on the Property (as
the same may from time to time be changed by Landlord) in common with all other
tenants of the Property with any other parties permitted by Landlord to use such
areas.
2. LEASE TERM. Tenant shall have and hold the Premises for a term ("Term")
commencing on August 1, 1995 (the "Commencement Date") and shall terminate at
noon on the last day of January 31, 2001 (the "Expiration Date") sixty-six (66)
full calendar months following the Commencement Date, unless sooner terminated
or extended as hereinafter provided.
3. RENT. Tenant shall pay to Landlord, at 4637 Buford Highway, Atlanta, GA
30341 or at such other place as Landlord shall designate in writing to Tenant;
the ("Base Rent") as set forth in Exhibit "D", due on the first day of each
calendar month, in advance, without abatement, demand, deduction or offset
whatsoever. One full monthly installment of Base Rent shall be due and payable
on the date of execution of this Lease by Tenant for the first month's Base Rent
and a like monthly installment of Base Rent shall be due and payable on or
before the first day of each calendar month following the Commencement Date
during the Term hereof; provided, that if the Commencement Date should be a date
other than the first day of a calendar month, Tenant shall pay, on or before the
Commencement Date, a prorated monthly Based Rent installment for the period from
the Commencement Date to the end of the Base Rent due for the first full
calendar month of the Term. Tenant shall pay, as additional rent ("Additional
Rent"), all other sums due from Tenant under this Lease (the term "Rent", as
used herein, means all Base Rent and Additional Rent payable hereunder from
Tenant to Landlord).
4. RENT ADJUSTMENT. The rent shall be adjusted pursuant to Special
Stipulation 1 which shall be incorporated herein by this reference.
5. LATE CHARGE INTEREST. Other remedies for non-payment of Rent
notwithstanding, if either the monthly payment of Base Rent or Tenant's monthly
payment of the estimated Tenant's Share of Common Area Maintenance Cost is not
received by Landlord on or before the fifth (5th) day of the month for which the
Base Rent or such estimated Tenant's Share payment is due, or if any other
payment due Landlord by Tenant is not received by Landlord on or before the
fifth (5th) day following the date such payment is due as herein provided or the
date on which Tenant was invoiced, a late charge of fifteen percent (15%)
percent of such past due amount shall be due and payable by Tenant to Landlord
as Additional Rent as compensation for Landlord's administrative expenses in
handling such late payments. In addition, interest at a rate equal to the lower
of the then current prime rate of NationsBank of Georgia, N.A., plus three
percent (3%) or the highest rate permitted by applicable law, from the fifth
(5th) day after the date such payment was due until such payment is received by
Landlord, shall be due and payable as Additional Rent in addition to such
amounts owed under this Lease.
6. PARTIAL PAYMENT. No payment by Tenant or acceptance by Landlord of an
amount less than the Rent herein stipulated shall be deemed a waiver of any
other Rent due. No partial payment or endorsement on any check or any letter
accompanying such payment of Rent shall be deemed an accord and satisfaction,
but Landlord may accept such payment without prejudice to Landlord's right to
collect the balance of any Rent due under the terms of this Lease or any late
charge assessed against Tenant hereunder.
7. CONSTRUCTION OF THIS AGREEMENT. No failure of Landlord to exercise any
power given Landlord hereunder, or to insist upon strict compliance by Tenant of
his obligations, hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Landlord's right to demand
exact compliance with the terms hereof. Time is of the essence of this Lease.
8. USE OF THE PREMISES. "Tenant shall use and occupy the Premises for the
purpose described in Paragraph 1 above and for no other purpose whatsoever. The
Premises shall not be used for an illegal purpose, nor in violation of any valid
regulation of any governmental body, nor in any manner to create any nuisance or
trespass nor in any manner to violate the insurance or increase the rate of the
insurance on the Property or any of the buildings located on the Property.
9. DEFINITIONS. "Landlord", as used in this Lease, shall include first
party, its representatives, assigns and successors in title to the Premises.
"Tenant" shall include second party, its heirs and representatives, and, if this
Lease shall be validly assigned or sublet, shall also included Tenant's
assignees or subtenants as to the Premises or portion thereof, covered by such
assignment or sublease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation (and if a corporation, its officers, employees,
agents or attorneys), partnership or individual, as may fit the particular
parties.
10. REPAIRS BY LANDLORD. Tenant, by taking possession of the Premises,
shall accept and shall be held to have accepted the Premises and the leasehold
improvements therein, as suitable for the use intended by this Lease. Landlord
shall be responsible for repair of the building's roof, foundation, exterior
walls, common areas and structural portions, provided such repairs are not
necessary due to the act or omission of Tenant, Tenant's invitees or anyone in
the employ or control of Tenant or by Tenants failure to repair the Premises as
required by Paragraph 11 below. Tenant shall promptly notify Landlord in writing
of the need for any such repairs which Tenant believes need to be made and
Landlord shall repair any such items (which Landlord is obligated to repair)
within a reasonable time thereafter.
11. REPAIRS BY TENANT. Tenant shall be solely responsible for any and all
costs and expenses necessary to repair or restore any damage or injury to all or
any part of the Premises caused by Tenant or Tenant's agent, employees,
invitees, licenses, visitors or contractors, including but not limited to any
repairs or replacements necessitated by (i) the construction or installation of
improvements to the Premises by or on behalf of Tenant, or (ii) the moving of
any property into or out of the Premises. Landlord or its contractor shall make
all such repairs and replacements and the costs of such repair or replacements
shall be charged to Tenant as Additional Rent and shall become due and payable
by Tenant with the monthly installment of Base Rent next due hereunder. Landlord
shall be obligated to make any such repairs until Tenant notifies Landlord in
writing of the need for such repairs. Tenant accepts the Premises in their
present condition and as suited for the uses intended by Tenant. Tenant shall,
throughout the initial term of this Lease, and any extension or renewal thereof,
at its expense, maintain in good order and repair the Premises, including the
building, heating and air conditioning equipment (including but not limited to
replacement of parts, compressors, air handling units and heating units) and
other improvements located thereon, except those repairs expressly required to
be made by Landlord hereunder.
12. ALTERATIONS AND IMPROVEMENTS. Tenant shall not make or allow to be made
any alterations, physical additions or improvements in or to the Premises
without first obtaining in writing Landlord's written consent for such
alterations or additions, which shall not be unreasonably withheld. Any
alterations, physical additions or improvements shall at once become the
property of Landlord; provided, however, that Landlord, at its option, may
require Tenant to remove any leasehold improvements, physical additions or
improvements in the Premises in order to restore the Premises to the condition
which existed prior to Landlord leasing the Premises to Tenant. All costs of
alterations, additions or improvements to which Landlord consents shall be borne
by Tenant. Landlord shall, under no circumstances during the Term of this Lease,
be required by to carry any insurance on nor shall Landlord be liable for any
damage or loss to said alterations, additions or improvements or to any
leasehold improvements made by Landlord for the benefit of Tenant; and provided
further, that under no circumstances shall Landlord be required to pay, during
the Term of this Lease and any extensions or renewals thereof, any ad valorem or
Property tax on such alterations, additions or improvements. Tenant hereby
covenants to pay all such taxes when they become due. In the event any
alterations, additions improvements, or repairs are to be performed by
contractors or workmen other than Landlord's contractors or workmen, such
contractors or workmen must first be approved in writing by Landlord. During the
construction of any such alterations, additions or improvements, Tenant shall
carry insurance in types and amounts and with carriers reasonably acceptable to
Landlord. Tenant shall comply with all reasonable rules and regulations adopted
by Landlord for construction in the Building. Tenant shall keep the Building and
the Property and Landlord's interest therein free from any liens arising from
any work performed, materials furnished or obligations incurred by or on behalf
of Tenant. Notice is hereby given that neither Landlord nor any mortgagee or
lessor of Landlord shall be liable for any labor or materials furnished to
Tenant. If any lien is filed for such work or materials, such lien shall
encumber only Tenant's interest in leasehold improvements in the Premises.
Within ten (10) days after Tenant learns of the filing of any such lien, Tenant
shall either discharge or cancel such lien of record or post a bond sufficient
under the laws of the State of Georgia to cover double the amount of the lien
claim plus any penalties, interest, attorney's fees, court costs and other legal
expenses in connection with such lien. If Tenant fails to so discharge or bond
such lien within ten (10) calendar days after written demand from Landlord,
Landlord shall have the right, at Landlord's option, to pay the full amount of
such lien without inquiry into the validity thereof and Landlord shall be
promptly reimbursed upon demand by Tenant for all amounts so paid by Landlord
including expenses, interest and attorney's fees.
13. COMMON AREA MAINTENANCE COST. (a) Tenant agrees to reimburse Landlord,
upon taking occupancy of Premises, as Additional Rent hereunder, throughout the
Term, including any extensions or renewals thereof, for Tenant's Share (as
defined below) of the annual Common Area Maintenance Costs (as defined in
subparagraph (b) below which is estimated to be .52 cents per square foot for
1995) of the Building and related common and areas, including the parking areas.
The Common Area Maintenance Cost per square foot of the Building shall be
determined by dividing the total Common Area Maintenance Costs incurred for the
calendar year in question and dividing it by the total number of rentable square
feet in the buildings located on the Property as described in Exhibit "A", but
in no event shall Landlord be reimbursed for more than the total Common Area
Maintenance Cost actually incurred during the year in question. Tenant's pro
rata share of the Common Area Maintenance Cost shall be determined by
multiplying such amount by the number of rentable square feet contained with- in
the Premises (hereinafter called "Tenant's Share"). Landlord and Tenant hereby
conclusively agree that, for purposes of this Paragraph 13, the gross square
footage of the Premises is 7,000 gross square feet and the gross square feet of
the Property is 39,763, square feet and Tenant's Share shall be determined based
on such amounts. For purposes of calculation, the gross area leased to Tenant
shall be 17.60% of the entire Property. If the size of the Property or the
Premises is changed, the parties hereby agree to recalculate Tenant's Share
following such change.
(b) Common Area Maintenance Cost shall be
all those expenses of operating, servicing, managing, repairing and maintaining
the Property in a first-class manner deemed by Landlord reasonable and
appropriate and in the best interest of the tenants of the Property. Common Area
Maintenance Cost shall include, without limitation the following: (i) the wages
and salaries of all employees engaged in the operation and maintenance of the
Property; (ii) materials used in the operations and maintenance of the Property
(iii) the cost of maintenance and service agreements on landscaping, grounds
maintenance, trash and snow removal, and other similar services or agreements;
(iv) management expense, including, without limitation, management fees and
expenses whether paid to Landlord, if Landlord manages the Property or to a
third party management company; (v) the costs, including interest, amortized
over its useful life, of any capital improvement made to the Property to comply
with any governmental law or regulation that was not applicable to the Property
at the time of its construction, designed to improve the operating efficiency of
any system within the building or it is made or acquired to maintain the
first-class nature of the Property; (vi) common area utility cost.
(c) As soon as practicable after December
31 of each year during the Term of this Lease, Landlord shall furnish to Tenant
an itemized statement of such Common Area Maintenance Cost per rentable square
foot within the Property for the calendar year then ended. Tenant may have
access to Landlord's records, during normal business hours and at the place
where Landlord keeps such records, in order to audit or otherwise verify such
expenses. (i) On or before January 1 of each calendar year thereafter, Landlord
shall provide Tenant a written estimate of Tenants Share of annual Common Area
Maintenance Cost for the upcoming calendar year. Beginning with the first month
of each calendar year, Tenant shall pay to Landlord, together with monthly
payment of Base Rent as provided in Paragraph 3 hereinabove as Additional Rent
hereunder, an amount equal to one-twelfth (1/12th) of the estimated Tenant's
Share (as shown in Landlord's statement) of Common Area Maintenance Cost. In the
event
at the end of any calendar year, Tenant has paid to Landlord an amount in excess
of Tenant's Share of any actual Common Area Maintenance Cost for such calendar
year, Landlord shall apply any such amount to any amount then owing to Landlord
hereunder, and if none, to the next due installment or installments of Rent due
hereunder and in tthe event at the end of any calendar year Tenant has paid to
Landlord less than Tenant's Share of any actual Common Area Maintenance Cost for
such calendar year, Tenant shall pay to Landlord any such deficiency within
thirty (30) days after Tenant receives the annual statement referred to above.
(ii) For the calendar year in which the Commencement Date occurs, the provisions
of this paragraph shall apply, but Tenant's Share for such year shall be subject
to a pro rata adjustment based upon the number of full and partial calendar
months of said calendar year between the Commencement Date and December 31 of
such calendar year. Landlord shall deliver to Tenant, on or before the
Commencement Date, the estimated Tenant's Share for the calendar year in which
the Commencement Date occurs and Tenant shall pay an equal monthly installment
of such estimated amount along with Tenant's monthly payment of Base Rent. For
the calendar year in which this Lease expires, and is not extended or renewed,
the provisions of this paragraph shall apply, but Tenant's Share for such year
shall be subject to a pro rata adjustment based upon the number of full and
partial calendar months of said calendar year prior to the expiration of the
Term of this Lease and shall be computed as soon as possible after December 31
of the calendar year in which such expiration occurs. If the prorated Tenant's
Share for the final calendar year differs from the estimated monthly payments
made by Tenant as required herein, Tenant shall pay to Landlord, or Landlord
shall pay to Tenant, as the case may be, within thirty (30) days after
Landlord's delivery of the applicable Operating Expense statement the amount by
which Tenant's Share (as prorated) differs from the estimated payments made by
Tenant.
(d) TAX AND INSURANCE. Upon taking
occupancy of Premises, Tenant shall pay monthly as Additional Rent during the
term of this Lease, and any extension or renewal thereof, Tenant's Share of
taxes (including; but not limited to ad valorem taxes, special assessments and
any other governmental charges) on the Premises as calculated in Sub Paragraph
13(a). Based upon the estimated taxation payable for 1995 which is $22,600.00,
Tenant shall be liable for a monthly amount of Tenant's Share of taxation in the
amount $331.46. If such taxes for the year in which the Lease terminates are not
ascertainable before payment of the last month's rental, then the amount of such
taxes assessed against the Property for the previous tax year shall be used as a
basis for determining the pro rata share, if any, to be paid by Tenant for that
portion of the last Lease year. Tenant shall further pay monthly its Tenant's
Share of the cost of fire and extended coverage insurance including any and all
public liability insurance on the building during the term of this Lease. Based
upon the estimated insurance payable for 1995 which is approximately $1,192.89,
Tenant shall be liable for a monthly amount of Tenant's Share of insurance in
the amount of $17.50.
14. LANDLORD'S FAILURE TO GIVE POSSESSION. Landlord shall not be liable for
damages to Tenant for failure to deliver possession of the Premises to Tenant if
such failure is caused by no fault of Landlord, by the failure of Tenant to
complete any construction or remodeling of the Premises, by Tenant's delay in
delivering or commenting on construction documents by Tenant's request to use
non-Property standard materials or by the failure of any previous tenant to
vacate the Premises.
15. ACCEPTANCE AND WAIVER. Landlord shall not be liable to the Tenant, its
agents or employees, for any damage caused to any of them due to the Property or
any of the buildings located thereon or any part or appurtenances thereof being
improperly constructed or being or becoming out of repair, or arising from the
leaking of gas, water, sewer or stream pipes, or from electricity, but Tenant,
by moving into the Premises and taking possession thereof, shall accept, and
shall be held to have accepted the Premises as suitable for the purposes for
which the same are leased, and shall accept and shall be held to have accepted
the Property and every appurtenances thereof, and Tenant by said act waives any
and all defects therein except for latent defects that were known to Landlord at
the time of entering into the Lease; provided, however, that this paragraph
shall not apply to any damages or injury caused by or resulting from the
negligence a willful misconduct of Landlord.
16. SIGNS. Tenant shall not paint or place signs, placards or other
advertisement of any character upon the windows or inside walls of the Premises
except with the consent of Landlord, which shall not be unreasonably withheld,
and Tenant shall place no signs upon the outside walls, common areas or the roof
of the Premises and shall place no items in the Premises which shall visibly
detract from the Property or the common areas.
17. CARDING. Landlord may card the Premises "For Rent" or with any other
appropriate sign at any time within one hundred eight (180) days prior to the
expiration, cancellation or termination of this Lease for any reason and during
such one hundred eighty (180) day period may exhibit the Premises to prospective
tenants.
18. REMOVAL OF FIXTURE. If not in default hereunder, Tenant may, prior to
the expiration of the Term of this Lease, or any extension thereof, remove any
fixtures and equipment which it has placed in the Premises which can be removed
without significant damage to the Premises, provided Tenant repairs all damages
to the Premises caused by such removal.
19. ENTERING PREMISES. Landlord may enter the Premises upon reasonable
prior oral notice (except in emergencies when no notice shall be required) at
reasonable hours provided that Landlord shall use all reasonable efforts not to
unreasonably interrupt Tenant's business operations: (1) to make repairs, if any
which Landlord under the terms hereof must make to the Premises or adjacent
premises, or repairs on the building; (b) to inspect the Premises to see that
Tenant is complying with all of the terms and conditions hereof and with the
rules and regulations for the Property; (c) to remove from the Premises any
articles or signs kept or exhibited there in violation of the terms hereof; and
(d) to exercise any other right or perform any other obligation that Landlord
has under this Lease. Landlord shall be allowed to take all material into and
upon the Premises that may be required to make any repairs, improvements and
additions, or any alterations, without in any way being deemed or held guilty of
trespass or any eviction of Tenant. The Rent reserved herein shall in no
circumstances be abated while said repairs, alterations or additions are being
made and Tenant shall not be entitled to maintain a set-off or counterclaim for
damages against Landlord by reason of loss from interruption to the business of
Tenant because of the prosecution of any such work. All such repairs,
decorations, additions and improvements shall be done during ordinary business
hours, or, if any such work is at the request of Tenant to be done during any
other hours, the Tenant shall pay all overtime and other extra costs.
20. UTILITY BILLS. Tenant shall pay all utility bills, including, but not
limited to water, sewer, gas, electricity, fuel, light and heat bills for the
Premises or for Tenant's share of such charges for the Building, as applicable,
and Tenant shall pay all charges for garbage collection or other sanitary
services.
21. GENERAL LIABILITY OF TENANT. Tenant shall indemnify and save harmless
Landlord against all claims for damages to persons or property by reason of the
use or occupancy of the Premises, and all expenses incurred by Landlord because
of Tenant's use and occupancy, including attorney's fees and court costs. Tenant
shall be liable for and shall hold Landlord harmless in connection with damage
or injury to Landlord, the Premises and the Property and persons of Landlord's
other tenants, or anyone else if due to act or neglect of Tenant, its agents,
employees, invitees or of anyone in Tenant's control.
22. INSURANCE AND WAIVER OF SUBROGATION (a) Tenant shall keep in force at
Tenant's expense as long as this Lease remains in effect and during such other
times as Tenant occupies the Premises or any part thereof, commercial general
liability insurance covering the Premises and Tenant's use thereof, such
coverage to be in amount of at least $1,000,000.00 per occurrence, on an
occurrence basis with aggregate annual limits (applicable only to the Premises
and not any other location) of not less than $5,000,000.00 and, if necessary,
with a contractual liability endorsement for the indemnity in Paragraph 21 of
this Lease. Tenant shall also keep in force "all risks" casualty coverage and
water damage insurance covering Tenant's personal property, including, but not
limited to inventory, trade fixtures, floor coverings, furniture and all other
property of Tenant whether removable or not at the termination of this Lease,
including leasehold betterments and improvements. All such insurance on
leasehold betterments and improvements shall be in amounts sufficient to cover
the full replacement cost of any repair or reconstruction from any such hazard
during the entire Term of this Lease. All commercial general liability policies
shall list Landlord and any holder of a deed to secure debt, mortgage or other
security interest encumbering the Property as an additional insured as their
respective interests may appear and the "all risks" casualty coverage and water
damage insurance policies shall name Landlord and any holder of a to secure
debt, mortgage or other security interest encumbering the Property as loss
payees. All policies hereunder shall require that the insurer give Landlord
thirty (30) days prior written notice before any such policies are canceled.
Tenant shall deliver to Landlord certificates evidencing that such insurance is
in place and all premiums have been paid and shall deliver copies of the
policies to Landlord.
(b) Tenant shall not do or suffer to be
done, or keep or suffer to be kept, anything in, upon or about the Premises
which will contravene Landlord's policies insuring against loss or damage by
fire or other hazards, or Landlord's commercial general liability policies, or
which will prevent Landlord from securing such policies in companies acceptable
to Landlord: If anything done, permitted to be done or suffered to be done by
Tenant or kept in upon and about the Premises which shall cause the rate of fire
or other insurance on the Premises to be increased beyond the minimum rate from
time to time applicable to the Premises for the permitted use or permitted uses
made thereof, Tenant shall pay, as Additional Rent hereunder, the amount of any
such increase promptly upon demand by Landlord and shall cease such action until
such payment is made. All insurance required to be carried by Tenant must be
carried by companies licensed in Georgia which are reasonably acceptable to
Landlord
(c) Tenant hereby waives any rights of
action against Landlord for loss or damage to its improvements, fixtures and
personal property if such damage is covered by the type of "all risks" casualty
insurance required to be carried hereunder. Tenant shall cause its policy to
contain a waiver of subrogation provision.
23. GOVERNMENTAL REQUIREMENTS. Tenant shall, at its own expense, promptly
comply with all requirements of any legally constituted governmental or public
authority made necessary by reason Of TENANT'S occupancy of the Premises.
24. ABANDONMENT OF PREMISES. Tenant agrees not to abandon or vacate the
Premises during the Term or the Lease and to use said Premises for the purpose
herein leased and no other Until Expiration Date.
25. ASSIGNMENT AND SUBLETTING. Tenant may not, without THe prior written
consent or Landlord, which consent shall not be unreasonably witheld, assign
this Lease or any interest hereunder, or sublet the Premises or any part thereof
or permit the use of the Premises by any party other than Tenant. In the event
that Tenant is a corporation or some other entity other than an individual, any
transfer of a majority or controlling interest in Tenant shall he considered an
assignment for purposes of this paragraph. Consent to one assignment or sublease
shall not destroy or waive this provision, and all later assignments and
subleases shall likewise be made only upon the prior written consent of
Landlord. In the event of any sublease or assignment to which Landlord consents,
Tenant shall pay to Landlord fifty percent (50%) of all consideration in excess
of the Rent due hereunder which Tenant receives from such assignee or subleasee.
Such amount shall be payable within five (5) days of the date Tenant receives
each payment from such assignee or subleasee. Subtenants or assignees shall
become liable to Landlord for all obligations or Tenant hereunder but Tenant
shall remain directly liable to Landlord for all Tenant's obligations under this
lease.
26. DEFAULT. If Tenant shall default lot the payment of Rent herein
reserved when due and fail to cure such default within five (5) days after
written notice or such default is given to Tenant by Landlord but Landlord shall
be required to provide only one (1) such written notice in any calendar year and
any late payment or Rent thereafter shall be an immediate default without any
notice or right to cure, or if Tenant shall be in default in performing any of
the terms or provisions of this Lease other than the provisions requiring the
payment of Rent, and fails to cure such default within fifteen (15) days after
notice of such default is given to Tenant by Landlord; or if Tenant vacates or
abandons the Premises; or if Tenant is adjudicated a bankrupt; or if a permanent
receiver is appointed for Tenant's Property and such receiver is not removed
within sixty (60) days after written notice from Landlord to Tenant to obtain
such removal; or if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceedings under any present or future law,
whereby the rent or any part thereof, is, or is proposed to be, reduced or
payment thereof deferred; or if Tenant's effects should be levied upon or
attached under process against Tenant, not satisfied or dissolved within fifteen
(15) days after written notice from Landlord to Tenant to obtain satisfaction
thereof; or, if Tenant is an individual, in the event of the death of the
individual and the failure of the executor, adiministrator personal
representative of the estate of the decreased individual to have assigned the
Lease within three (3) months after the death to an assignee approved by
Landlord; then, and in any of said events, Landlord, at its option, may exercise
any or all of the remedies set forth in Paragraph 27 below.
27. Remedies. Upon the occurrence of any default set forth in Paragraph 26
above which is not cured by Tenant within the applicable cure period, if any,
provided therein, Landlord may exercise all or any of the following remedies:
(i) terminate this Lease by giving Tenant written notice of the termination, in
which event this Lease shall terminate on the date specified in such notice and
all rights of Tenant under this lease shall expire and terminate as of such
date, Tenant shall remain liable for all obligations under this Lease up to the
date of such termination and Tenant shall surrender the Premises to Landlord on
the date specified in such notice, and if Tenant fails to so surrender Landlord
shall have the right, without notice, to enter upon and take possession of the
Premises and to expel and remove Tenant and its effects without being liable for
prosecution or any claim of damages therefor; (ii) terminate this Lease as
provided in the immediately proceeding subsection and recover from Tenant all
damages Landlord may incur by reason of Tenant's default, including without
limitation, the then present value of (a) the total rent which would have been
payable hereunder by Tenant for the period beginning with the day following the
date of such termination and ending with the Expiration Date of the Term as
originally scheduled hereunder, minus (b) the aggregate reasonable rental value
of the Premises for the same period, plus (c) the costs of recovering the
Premises, and all other expenses incurred by Landlord due to Tenant's default,
including without limitation, reasonable attorney's fees, plus (d) the unpaid
Rent earned as of the date of termination plus interest, all of which sum shall
be immediately due and payable by Tenant to landlord; (iii) without terminating
this lease, declare immediately due and payable the present value (using a
discount rate of 9%) of all Rent due under this Lease for the entire remaining
scheduled Term of this Lease, together with the costs of recovering the Premises
and all other expenses incurred by Landlord in connection with Tenant's default,
plus the unpaid Rent earned as of the date of termination, plus interest
thereon: Landlord and Tenant acknowledging that such payment shall not be deemed
a penalty but shall merely constitute payment of liquid damages, it being
acknowledged by both parties that Landlord's actual damages, in the event of
such default, would be extremely difficult, if not impossible, to ascertain;
provided, however, that upon making any such payment, Tenant shall be entitled
to receive an amount from Landlord equal to all rents received by Landlord from
other tenants of the Premises during the remaining scheduled Term of the Lease,
provided that Tenant shall in no event be entitled to receive in excess of the
entire amount actually paid by Tenant to Landlord hereunder less all costs,
expenses and attorneys' fees of Landlord in connection with any re-letting; (iv)
without terminating this Lease, and without notice to Tenant, Landlord may in
its own name, but as agent for Tenant enter into and take possession of the
Premises and re-let the Premises, or a portion thereof, as agent of Tenant, upon
any terms and conditions as Landlord may deem necessary or desirable (Landlord
shall have no obligation to attempt to re-let the Premises or any part thereof.
Upon any such re-letting, all rentals received by Landlord from such re-letting
shall be applied first to the costs incurred by Landlord in accomplishing any
such re-letting and thereafter shall be applied to the Rent owed by Tenant to
Landlord during the remainder of the Term of this Lease.); (v) allow the
Premises to remain unoccupied and collect Rent from Tenant as it becomes due or
(vi) pursue such other remedies as are available at law or in equity.
28. DESTRUCTION OR DAMAGE. If the Premises are destroyed or damaged by
storm, fire, earthquake, or other casualty, Landlord shall notify Tenant in
writing, within ninety (90) days following such casualty, whether Landlord
reasonably deems that restoration can be accomplished within one (1) year after
the casualty occurs. If Landlord notifies Tenant that such restoration cannot be
accomplished within such period, or if substantial damage occurs during the last
year of the Term, this Lease shall terminate as of the date of such destruction
or damage and Rent shall be accounted for between Landlord and Tenant as of that
date. If Landlord deems that restoration can be accomplished within such period
and the casualty does not occur during the last year of the Term, Rent shall
abate in such proportion as the use of the Premises has been destroyed, Tenant
shall pay to Landlord all insurance proceeds covering the Premises, and Landlord
shall, to the extent of available insurance proceeds, restore the Property And
Premises to substantially the same condition as before the damage occurred as
soon as practicable, whereupon full Rent shall recommence. Notwithstanding
anything thereinabove to the contrary, if any such casualty causes material
damage and is not covered by Landlord's insurance, or if Landlord's mortgagee
does not make the insurance proceeds available to Landlord for restoration,
Landlord shall have the right to terminate this Lease at the time Landlord
provides Tenant the notice required above.
29. EMINENT DOMAIN. If the whole of the Premises, or such portion of either
as will make it economically unfeasible for Landlord to operate the Property or
will make the Premises unusable in the reasonable judgment of Landlord for the
purposes herein leased, is condemned or taken by any legally constituted
authority for any public use or purpose, then in either of said events, the Term
hereby granted shall cease from that time when possession thereof is taken by
the condemning authorities, and Rent shall be accounted for as between Landlord
and Tenant as of that date. Landlord shall notify Tenant of such determination
within ninety (90) days of the date title vests in the condemning authority. If
such taking occurs and Landlord does not terminate this Lease, this Lease shall
continue in full force and effect and the Rent shall be reduced pro rata in
proportion to the amount of the Premises so taken. Tenant shall have no right or
claim to any part of any award made to or received by Landlord for such
condemnation or taking, and all awards for such condemnation or taking shall be
made solely to Landlord.
30. SERVICE OF PROCESS. Except as otherwise provided by law, Tenant hereby
appoints its agent to receive the service of all dispossessory or distraint
proceedings and notices thereunder, the person in charge of or occupying the
Premises at the time of such proceeding or notice; and if no person be in charge
or occupying the Premises, then such service of notice may be made by attaching
the same to the front entrance of the Premises.
31. MORTGAGEE'S RIGHTS. Tenant agrees that this Lease shall be subject and
subordinate (i) to any loan deeds, mortgages, deeds to secure debt or any other
security interests now on the Premises and to all advances already made, or
which may be hereunder made on account of said loan deeds, mortgages, deeds to
secure debt or any other security interests to the full extent of all debts and
charges secured thereby and to all renewals or extensions of any part thereof,
and to any loan deed which now exists of which any owner of the Premises may
hereafter, at any time, elect to place on the Premises; (ii) to any Assignment
of Landlord's interest in Lease covering the Lease which now exists or which any
owner of the premises may hereafter, at any time elect to place on the Lease;
and (iii) to any Uniform Commercial Code Financing Statement covering the
personal property rights of Landlord or any Owner of the Premises which now
exists or any owner of the Premises may hereafter, at any time, elect to place
on thee foregoing personal property (all of the foregoing instruments set forth
in (i), (ii), and (iii) or above being hereafter collectively referred to as
"Security Documents"). Tenant agrees upon request of the holder of any Security
Documents ("Holder") to hereafter execute such paper or papers which the counsel
for Landlord or Holder may deem necessary to evidence the subordination of the
Lease to the Security Documents, in default of Tenant so doing, Landlord or
Holder is hereby empowered to execute such paper or papers in the name of Tenant
evidencing such subordination, as the act and deed of Tenant shall thereafter
remain bound pursuant to the terms of this Lease as if a new and identical Lease
between such Purchaser, as landlord, and Tenant, as tenant, had been entered
into for the reminder of the Term hereof and Tenant shall attorn to the
Purchaser upon such foreclosure sale and shall recognize such Purchaser as the
Landlord under the Lease. Such attornment shall be effective and self-operative
without the execution of any further instrument on the part of any of the
parties hereto. Tenant agrees, however, to execute and deliver at any time and
from time to time, upon the request of Landlord or of Holder, any instrument or
certificate that may the necessary or appropriate in any such Foreclosure
proceeding or otherwise to evidence such attornment.
Tenant hereby acknowledges that if the interest of Landlord hereunder is
covered by an Assignment to Landlord's Interest in Lease, Tenant shall pay all
Rent due and payable under the Lease directly to the holder of the Assignment to
Landlord's Interest in Lease upon notification of the exercise of the rights
thereunder by the Holder thereof.
32. Tenant's Estoppel: Attornment. Tenant shall from time to time, upon not
less than ten (10) days prior written request by Landlord, execute, acknowledge
and deliver to Landlord a written statement certifying that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), the dates to which the Rent has been paid, that Tenant is not in
default hereunder and has no offsets or defenses against Landlord under this
Lease, whether or not to the best of Tenants knowledge Landlord is in default
hereunder (and if so, specifying the nature of the default) and any other
information reasonably requested by Landlord, it being intended that any such
statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord's interest or by a mortgagee of Landlord's
interest or assignee of any security deed upon Landlord's interest in the
Premises. In the event of any sale of the Property by Landlord, Tenant shall
attorn to the purchaser as Landlord hereunder. Such attornment shall be
effective and self-operative without the execution of any further instrument on
the part of any of the parties hereto. Tenant agrees, however, to executive and
deliver at any time and from time to time, upon the request of the Landlord or
of such purchaser any instrument on certificate that may be necessary to
appropriate to evidence such attornment.
33. Attorney Fees. If any Rent owing under this Lease is collected by or
through an Attorney at Law, Tenant agrees to pay fifteen percent (15%) thereof
as attorney's fees.
34. Parking. Landlord hereby agrees to maintain parking spaces on the
Property in a ratio equal to or greater than three (3) spaces per one thousand
rentable feet of the buildings on the Property. Tenant shall have no rights to
any specific parking spaces granted under this Lease; however, Tenant and its
employees shall be entitled to use the parking facilities located on the
Property in common with and on the same basis as the other tenants of the
Property. Landlord reserves the right to relocate, and to make alterations or
additions to such parking facilities at any time or to enter into
cross-easements to allow the use of such parking facilitated by the occupant of
other portions of the project of which the buildings on the Property are a part
of by adjoining land owners and their licenses and invites.
35. Storage. If landlord makes available to Tenant any storage space
outside the Premises anything stored therein shall be wholly at the risk of
Tenant, and Landlord shall have no responsibility of any character in respect
thereto.
36. Waste. (a) All normal trash and waste (i.e. waste that does not require
special handling pursuant to subparagraph (b) below) shall be disposed of
through the Tenant's janitorial service.
(b) Tenant shall not bring any hazardous
waste or substances (as defined by CERCLA, RCRA or any other applicable
government authority) into the Premises. Tenant hereby indemnifies and holds
harmless Landlord, its successors and assigns (including the holders of any
deeds to secure debt, mortgages or other security interest encumbering the
Property) from and against any loss, claims, demands, damage or injury Landlord
may suffer or sustain as a result of Tenant's failure to comply with the
provisions of this subparagraph (b).
37. Surrender of Premises. Whenever under the terms hereof Landlord is
entitled to possession of the Premises, Tenant at once shall surrender the
Premises and the keys thereto to Landlord in the same condition as on the
Commencement Date hereof, natural wear and tear and damage by casualty (unless
caused by Tenant) and condemnation only excepted, Tenant shall remove all of its
property therefrom and Landlord may forthwith re-enter the Premises and
repossess itself thereof and remove all persons and effects therefrom, using
such force as may be necessary without being guilty of forcible entry, detainer,
trespass or other tort. Tenant's obligation to observe or perform this covenant
shall survive the expiration or other termination of the Term of this Lease. If
the last day of the Term of this Lease or any renewal falls on Sunday or a legal
holiday, this Lease shall expire on the business day immediately preceding.
38. Cleaning Premises. Upon vacating the Premises, Tenant agrees to clean
the Premises thoroughly or to pay Landlord for the cleaning necessary to restore
the Premises to their condition when Tenant's possession commenced, natural wear
and tear and damage by casualty (unless caused by Tenant) and condemnation only
excepted, regardless of whether any security deposit has been forfeited.
39. No Estate in Land. This contract shall create the relationship of
landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has only a usufruct, not subject to levy or sale, and not
assignable by Tenant except with Landlord's consent.
40. Cumulative rights. All rights, powers and privileges conferred
hereunder upon the parties hereto shall be cumulative but not restrictive to
those given by law.
41. Paragraph Titles; Severability. The paragraph titles used herein are
not to be considered a substantive part of this Lease, but merely descriptive
aids to identify the paragraph to which they refer. Use of the masculine gender
includes the feminine and neuter, and vice versa, where necessary to impart
contextual continuity. If any paragraph or provision herein is held invalid by a
court of competent jurisdiction, all other paragraphs or severable provisions of
this Lease shall not be affected thereby, but shall remain in full force and
effect.
42. Damage or Theft of Personal Property. All personal property brought
into the Premises shall be at the risk of the Tenant only and Landlord shall not
be liable for theft thereof or any damage thereto occasioned by any acts of
co-tenants, or other occupants of the Property or any of the buildings located
thereon, or any other person, except, with respect to damage to the Premises, as
may be occasioned by the negligent or willful act of the Landlord, its employees
and agents.
43. Holding Over. In the event Tenant remains in possession of the Premises
after the expiration of the Term hereof, or of any renewal term, with Landlord's
acquiescence and without any express written agreement of the parties, Tenant
shall be a tenant at will and such tenancy shall be subject to all the
provisions hereof, except that the monthly rental shall be at double the monthly
Base Rent payable hereunder upon such expiration of the Term hereof, or of any
renewal term, as the same would be adjusted pursuant to the provisions of
Paragraph 4 hereof. There shall be no renewal of this Lease by operation of law
or otherwise. Nothing in this Paragraph shall be construed as a consent by
Landlord after the expiration of the Term hereof, or any renewal term.
44. Security Deposit. Tenant shall pay Landlord the sum of Five thousand
five hundred Dollars ($5,500.00) (hereinafter referred to as "Security Deposit")
which shall be held by the Landlord during the Term of this Lease, or any
renewal thereof. Under no circumstances will Tenant be entitled to any interest
on the Security Deposit. The Security Deposit may be used by Landlord, at its
discretion, to apply to any amount owing to Landlord hereunder, or to pay the
expenses of repairing any damage to the Premises, or to cure any default of
Tenant hereunder. If Landlord uses all or any portion of the Security Deposit as
permitted therein, Tenant shall, within ten (10) days of written demand by
Landlord, pay to Landlord the amount necessary to fully restore the Security
Deposit to its original amount. If there are no payments to be made from the
Security Deposit as set out in this paragraph, or if there is any balance of the
Security Deposit remaining after all payments have been made, the Security
Deposit, or such balance thereof remaining, will be refunded to the Tenant
within thirty (30) days after fulfillment by Tenant of all obligations
hereunder. In no event shall Tenant be entitled to apply the Security Deposit to
any Rent due hereunder. Upon sale or conveyance of the Property, Landlord may
transfer or assign the Security Deposit to any new owner of the Premises, and
upon such transfer all liability of Landlord for the Security Deposit shall
terminate. Landlord shall be entitled to commingle the Security Deposit with its
other funds.
45. Leasehold Improvements. Landlord hereby agrees to construct leasehold
improvements in the Premises, at a cost not to exceed $25,600.00, in accordance
with those plans and specifications ("Plans and Specifications") attached hereto
as Exhibit "C" and incorporated herein by reference ("Tenant's Work"). Tenant's
Work shall be constructed by a contractor chosen by Landlord and acceptable to
Tenant and shall be constructed in a good and workmanlike manner. Tenant shall
accept or reject contractor in a timely manner. Tenant shall not be entitled to
make any changes to the Plans and
Specifications without the prior written consent of Landlord, which consent may
be withheld in Landlord's sole and absolute discretion unless Tenant first
agrees, in writing, to pay all increases and costs resulting from any such
change order and agrees that the determination of substantial completion of the
Tenant's Work shall be accelerated by the number of days of delay caused by such
change order. Landlord shall provide Tenant with up to $20,000.00 for additional
Leasehold Improvements on July 1, 1998. Said monies shall be provided after
Tenant submits to Landlord receipts for all materials, lien wavers signed by all
contractors, governmental permits and a certificate of occupancy. This
$20,000.00 shall applied to and be provided for Suite 200 only and shall not be
payable by Landlord if Tenant should purchase the Property on or before June 30,
1998.
46. Rules and Regulations. The Rules and regulations in regard to the
Property, annexed hereto as Exhibit "B", and all reasonable rules and
regulations, which Landlord may hereafter, from time to time, adopt and
promulgate for the government and management of said Property, are hereby made a
part of this Lease and shall, during the said term, be in all things observed
and performed by Tenant, his agents, employees and invites.
47. Quiet Enjoyment. Tenant, upon payment in full of the required Rent and
full performance of the terms, conditions, covenants and agreement contained in
this Lease, shall peaceably and quietly have, hold and enjoy the Premises during
the Term hereof. Landlord shall not be responsible for the acts or omissions of
any other tenant or third party that may interfere with Tenant's use and
enjoyment of the Premises.
48. Entire Agreement. This Lease contains the entire agreement of the
parties and no representations, inducement, promises, or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.
49. Limitation of Liability. Landlord's obligations and liability with
respect to this Lease shall be limited solely to Landlord's interest in the
Property, as such interest is constituted from time to time, and neither
Landlord nor any partner of landlord, or any officer, director, shareholder, or
partner of any partner of Landlord, shall have any personal liability whatsoever
with respect to this Lease.
50. Submission of Agreement. Submission of this Lease to Tenant for
signature does not constitute a reservation of space or an option to acquire a
right of entry. This Lease is not binding or effective until execution by and
delivery to both Landlord and Tenant.
51. Corporate Authority. If Tenant executes this Lease as a corporation,
each of the persons executing this Lease on behalf of Tenant does hereby
personally represent and warrant that Tenant is a duly organized and validly
existing corporation, that Tenant is qualified to do business in the State of
Georgia, that Tenant has full right, power and authority to enter into this
Lease, and that each person signing on behalf of Tenant is authorized to do so.
In the event any such representation and warranty is false, all persons who
execute this Lease shall be individually, jointly and severally, liable as
Tenant. Upon Landlord's request. Tenant shall provide Landlord with evidence
reasonably satisfactory to tenant confirming the foregoing representations and
warranties.
52. Notices. All notices, consents demands, requests, or other
communications required or permitted hereunder shall be deemed given, whether
actually received or not, when dispatched for hand delivery or delivery by air
express courier (with signed receipts) to the other party at the address set
forth below, or on the second business day after deposit in the United States
Mail, postage prepaid, certified, return receipt requested to the address set
forth below, except for notice of change of address which shall be deemed given
only upon actual receipt. Any time period for response to a notice shall begin
to run only when the notice is actually received, when delivery is refused or
when delivery cannot be accomplished because the party to whom the notice has
been sent can no longer be found at the correct notice address. The addresses of
the parties for notices are as follows:
Landlord's Address for Notice: Tenant's Address for Notices:
Rand Realty Co. Electronic Claims & Funding, Inc.
1786 Resurgens Plaza Suite 200
945 E. Paces Ferry Rd., N.E. 2865 Amwiler Road
Atlanta, GA 30326 Atlanta, GA 30360
Attn: Mr. Stanley Levitt
53. Special Stipulations. Special Stipulations numbered 1 though 9 are
attached hereto as Exhibit "D" and made a part hereof and if the Special
Stipulations conflict with the above provisions, the Special Stipulations shall
control.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, the day and year first above written.
LANDORD: Rand Realty Co TENANT: Electronic Claims & Funding, Inc.
- ----------------------------------- -------------------------------------
BY: /s/ Harriet Rand BY: /s/
TITLE: President TITLE: President
(CORPORATE SEAL) (CORPORATE SEAL)
WITNESS: /s/ ATTESTED TO:
BY: /s/ Barbara B. Hughes
ITS: Vice President
(Corporate Secretary)
(CORPORATE RESOLUTION ATTACHED)
CORPORATE RESOLUTION
Name of Corporation: Electronic Claims and Funding, Inc. a Georgia Corporation
I, the undersigned, hereby certify that I am an officer of the above named
Corporation; that the following is a true copy of the resolution duly adopted by
the Board of Directors of this Corporation at a meeting duly held on 5 day of
July, 1995, at which a quorum was present, and that such resolution has not been
rescinded or modified and is now in full force and effect.
Resolved, that Thomas W. Hughes has the authority to enter into this Lease
Agreement for Electronic Claims and Funding, Inc.
In Witness Whereof, I have hereunto subscribed my name and affixed the sale of
this Corporation,
this 7 day of July, 1995.
/s/ James E. Hunding
- ----------------
Title: Chairman of Board/Secretary
(Affix Corporate Seal)
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE, made this 3rd day of January, 1997, between T & J
Enterprises, LLC as "Lessor", as successors in interest to 2865 Amwiler Road,
and Electronic Claims & Funding, Inc., as "Lessee."
W I T N E S S E T H
WHEREAS, by Lease Agreement dated the 1st of August, 1995 (the "Lease"),
Lessor did lease to Lessee a certain Premises (the "Demised Premises") in the
office building known as 2865 Amwiler Road located in Gwinnett County, Georgia;
and
WHEREAS, "Lessee" and "Lessor" desire to amend said Lease as follows:
NOW THEREFORE, in consideration of the Premises and the sum of ten and
00/100 dollars ($10.00) and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, it is mutually agreed as
follows:
1. The Premises is hereby increased from 6,400 rentable square feet to
9,600 rentable square feet.
2. The monthly rent as stipulated in Exhibit "D" of the Lease is now based
upon 9,600 rentable square feet. The commencement date for this Amendment is
January 1, 1997. The monthly rent beginning January 1, 1997, is $6,776.00 and
shall escalate as described in Exhibit "D" which is four percent (4%) per lease
year. The common area maintenance fee paid monthly is also now based upon 9,600
rentable square feet.
3. Tenant hereby accepts the premises in "as is" condition without further
obligation from the Landlord.
4. All other terms and conditions of the Lease shall remain in full force
and effect.
IN WITNESS WHEREOF, "Lessor" and "Lessee" have caused this Third Amendment
to be duly authorized, executed and delivered as of the day and year first above
written.ove written.
Lessor: Lessee:
T & J ENTERPRISES, LLC ELECTRONIC CLAIMS & FUNDING, INC.
By: /s/ By: /s/ Roger L. Primeall
Its: /s/ Its:
EXHIBIT E2
FIRST RIGHT REFUSAL AREA AMENDMENT
PAGE 1
THIS AMENDMENT TO LEASE AGREEMENT, is made into this ____ day of _______ 19__,
by and between RAND REALTY CO. ("Landlord") and ELECTRONIC CLAIMS & FUNDING,
INC. ("Tenant")
WITHNESSETH
WHEREAS, Landlord and Tenant have heretofore entered into that certain
Lease Agreement, attached hereto and incorporated herein by this reference
regarding certain real property in Land Lot 250 of the 6th District of Gwinnett
County, Georgia (the "Lease") covering the lease of Property described as: 2865
Amwiler Road, Atlanta, Georgia.
WHEREAS, Landlord and Tenant desire to amend the Lease,
NOW THEREFORE, for and in consideration of the sum of ONE AND NO/100THS
($1.00) DOLLAR and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by Landlord and Tenant, Landlord and Tenant
hereby agree as follows:
1. Tenant desires to lease the additional space by approximately 6528 gross
square feet which represents 16.42% of the total gross square footage of the
entire building for purposes of Tenant's pro rata charge of common area
maintenance charge, tax charge and insurance charge, base rental and any other
charge as set forth in the Lease.
2. Upon the execution of this amendment, Tenant shall pay to Landlord as
additional monthly Base Rental pursuant to Special Stipulation 2 in Exhibit "D"
of the Lease. Provided, however, in no event will the monthly Base Rental be
less than the rate as stipulated on a square footage bases in Exhibit D 1. In
terms of which the minimum base rental shall be:
If Right to Exercise in period 8/1/95 to 6/30/95; $4,428.16 per month or
$53.137.92 per annum which is calculated at $8.14 per square foot per annum for
base rental. This Right of First Refusal to rent additional space will escalate
at the same rate and at the same time intervals as set out in Paragraph 1 of
Special Stipulations in Exhibit "D".
3. Landlord will spend up to a maximum of $26, 112..00 of Leasehold improvement
money as provided for in Paragraph 45 of Lease if Tenant executes this Amendment
no later than June 30, 1997.
4. Tenant shall tender an additional security deposit equal to the first full
months Base Rental.
5. Lease Guaranty - The obligations of Tenant under this Lease shall be
unconditionally guaranteed by Video Enterprises Corporation d/b/a Entre Computer
Center, who agrees to execute the Lease Guaranty attached by Exhibit "G" hereto.
6. Assignment - Provided that Lease Guaranteed in terms of Paragraph 5 hereof,
Lease can be assigned to any entity in which effectively is 100% owned and
controlled by James Hindy and Thomas Hughes.
Except as expressly amended hereby, the Lease shall otherwise remain in
full force and effect as originally executed and previous amendments.
This Amendment shall bind and inure to the benefit of the parties hereto,
their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the Landlord and Tenant have signed, scaled and
delivered this Agreement on the day, month, and year first above written.
LANDLORD: RAND REALTY CO. TENANT: ELECTRONIC CLAIMS &
FUNDING, INC.
By: By:
----------------------------------- ------------------------------------
Title: Title:
-------------------------------- ---------------------------------
EXHIBIT E3
FIRST RIGHT REFUSAL AREA AMENDMENT
PAGE 1
THIS AMENDMENT TO LEASE AGREEMENT, is made and entered into this *_______ day of
_______ 19__, by and between RAND REALTY CO. (Landlord") and ELECTRONIC CLAIMS &
FUNDING, INC. ("Tenant")
WITNESSETH
WHEREAS, Landlord and Tenant have heretofore entered into that certain
Lease Agreement, attached hereto and incorporated herein by this reference
regarding certain real property in Land Lot 250 of the 6th District of Gwinnett
County, Georgia (the "Lease") covering the lease of Property described as: 2865
Amwiler Road, Atlanta, Georgia.
WHEREAS, Landlord and Tenant desire to amend the Lease,
NOW, THEREFORE, for and in consideration of the sum of ONE AND NO/1OOTHS
($1.00) DOLLAR and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by Landlord and Tenant, Landlord and Tenant
hereby agree as follows:
1. Tenant desires to lease the additional space as shown on the floor plan on
page two of this amendment. This additional space will increase Tenants space by
approximately 12,428 gross square feet which represents 31.26% of the total
gross square footage of the entire building for purposes of Tenant's pro rata
charge of common area maintenance charge, tax charge and insurance charge, base
rental and any other charge as set forth in the Lease.
2. Upon the execution of this amendment, Tenant shall pay to Landlord as
additional monthly Base Rental pursuant to Special Stipulation 2 in Exhibit "D"
of the Lease. Provided, however, in no event will the monthly Base Rental be
less than the rate as stipulated on a square footage bases in Exhibit D 1 . In
terms of which the minimum base rental shall be:
If Right to Exercise in period 8/1/95 to 6/30/96; $8,430.32 per month or
$101,163.92 per annum which is calculated at $8.14 per square foot per annum for
base rental. This Right of First Refusal to rent additional space will escalate
at the same rate and at the same time intervals as set out in Paragraph 1 of
Special Stipulations in Exhibit "D".
3. Landlord will spend up to a maximum of $49,712.00 of Leasehold improvement
money as provided for in Paragraph 45 of Lease if Tenant executes this Amendment
no later than June 30, 1997.
4. Tenant shall tender an additional security deposit equal to the first full
months Base Rental.
5. Lease Guaranty - The obligations of Tenant under this Lease shall be
unconditionally guaranteed by Video Enterprises Corporation d/b/a Entre Computer
Center, who agrees to execute the Lease Guaranty attached by Exhibit "G" hereto.
6. Assignment - Provided that Lease Guaranteed in terms of Paragraph 5 hereof,
Lease can be assigned to any entity in which effectively is 100% owned and
controlled by James Hindy and Thomas Hughes.
Except as expressly amended hereby, the Lease shall otherwise remain in
full force and effect as originally executed and previous amendments.
This Amendment shall bind and inure to the benefit of the parties hereto,
their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the Landlord and Tenant have signed, sealed and
delivered this Agreement on the day, month, and year first above written.
LANDLORD: RAND REALTY CO. TENANT: ELECTRONIC CLAIMS & FUNDING, INC.
By: By:
----------------------------------- ------------------------------------
Title: Title:
-------------------------------- ---------------------------------