EXHIBIT 10.18
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Agreement") is made and entered into as of
July 1, 1997 at Gwinnett County, Georgia, between QUADRAM CORPORATION, a Georgia
corporation ("Sublessor"), and PAYSYS INTERNATIONAL, INC., a Florida corporation
("Sublessee") with its principal address at 900 Winderly Place, Maitland,
Florida.
1. DEMISE AND DESCRIPTION OF PROPERTY. Sublessor hereby leases to
Sublessee, and Sublessee hereby leases from Sublessor, for the term
and subject to the conditions and covenants hereinafter set forth, the
property located in Gwinnett County, Georgia described as follows:
approximately 25, 000 square feet of office space at One Meca Way,
Norcross, Georgia 30093 (the "Subleased Premises").
2. TERM. The term of this Agreement shall commence on July 1, 1997 and
end on November 30, 2002; PROVIDED, however that this Agreement shall
sooner terminate on sooner termination for any cause of that certain
Lease Agreement (the "Primary Lease") dated December, 1984, between
A.R. Weeks & Associates, as "Landlord" therein, and Quadram
Corporation, as "Tenant" therein, leasing the above-described
property, a copy of which Primary Lease is attached hereto and
incorporated herein by reference as EXHIBIT "B".
3. RENT. For and during the term of this Agreement, Sublessee shall pay
to Sublessor as rent for the Subleased Premises, modular furnishings
and communication services as detailed on Exhibit A1 through A3 as
follows:
For the period 7/1/97 through 11/30/97 $23,920.92
For the period 12/1/97 through 11/30/00 $25,837.92
For the period 12/1/00 through 11/30/02 $26,358.75
(which amounts are subject to adjustment annually to reflect actual
costs incurred on a pro rata basis with Sublessor). Rent shall be
payable by Sublessee on or before the first day of the month in
respect of which such rent is paid. The amount of rent set forth
above includes payment by Sublessee to Sublessor for use of the
Subleased Premises, ordinary and reasonable use of electricity, gas,
water and sanitary sewers, property taxes, property insurance on
property owned by Sublessor, maintenance and trash removal, repairs,
facility and communication personnel, daily cleaning service for the
Subleased Premises and telephone and internet service, all as detailed
on Exhibit A1-A3. At the time of the signing of the Sublease
Agreement, Sublessee shall pay the first month's rent and a deposit of
one month's rent. The rent deposit shall be refunded at the end of
the term of this Agreement, less any amount required to be paid to
compensate Sublessor for unusual damage to the rented facility.
Installation or one-time set-up charges and monthly billings for extra
services shall be due upon invoice. Leasehold improvements shall be
at Sublessee's expense (except for the allowance provided) and shall
be payable upon invoice for work done by Sublessor at Sublessee's
direction. Sublessor shall provide an allowance of $25,000 for
leasehold improvements for the leased space.
4. USE OF PREMISES. The Subleased Premises shall be used by Sublessee
for the uses set forth in the Primary Lease and for no other.
5. ASSUMPTION AGREEMENT AND COVENANTS.
(a) The Sublessee shall comply with all of the provisions of the
Primary Lease which are required to be complied with during the
term hereof by the Sublessor as Tenant thereunder, EXCEPT THAT
(i) the payment of rent shall be governed by Paragraph 3 hereof;
(ii) the term of this Agreement shall be governed by Paragraph 2
hereof; (iii) the Subleased Premises are as described herein;
(iv) the address for notice to Sublessor shall be as provided
herein; and (v) the provisions of Exhibit B to the Primary Lease
shall be inapplicable to this Agreement; subsections 14.01,
17.01, 17.02, 17.03, 17.04 and 31.01 of the Primary Lease are
inapplicable to the Sublease.
(b) In the event of cancellation or termination of the Primary Lease
prior to the expiration date thereof, then this Agreement shall
terminate and neither party shall have any further obligation
hereunder.
(c) Insofar as the provisions of the Primary Lease do not conflict
with specific provisions herein contained, and except as to those
provisions of the Primary Lease which are inapplicable to or
non-controlling under this Agreement as described at Paragraph
5(a), above, the provisions of the Primary Lease, and each of
them, are incorporated into this Agreement as fully as if
completely rewritten herein, and the Sublessee agrees to be bound
to the Sublessor by all of the terms of the Primary Lease and to
assume toward Sublessor and perform all of the obligations and
responsibilities that Sublessor by the Primary Lease assumes
toward the Landlord. The relationship between the Sublessee and
Sublessor hereunder shall be the same as that between the
Sublessor and the Landlord under the Primary Lease. Sublessee
shall indemnify and hold harmless Sublessor against and from any
and all losses arising from any breach or default of any
obligation of Sublessee under this Agreement.
6. ASSIGNMENT AND SUBLETTING. Sublessee may not assign or sublet or
otherwise transfer any of its interest in or to the Subleased Premises
to it under this Agreement without Sublessor's prior written consent.
7. SECURITY AND ACCESS. Sublessee shall abide by and enforce with
respect to all persons it allows on the Subleased Premises (and any
other property described in the Primary Lease), the existing security
and restricted-access systems and
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procedures of Sublessor for other areas of the building other than
the subleased space, the non-smoking restrictions, and any extensions,
revisions or substitutions thereof. Sublesses shall install its own
security system covering the subleased premises and monitor such at
its sole expense.
8. INSURANCE. Sublessee shall maintain in full force and effect on all
of its property, possession, persons and operations in the Subleased
Premises a policy or policies of insurance with respect thereto in
amounts reasonably acceptable to Sublessor and shall provide Sublessor
with a Certificate of Insurance. Sublessor shall be named as
Additional Insured on Sublessee's insurance. Sublessee acknowledges
that Sublessor will not carry any insurance on any of Sublessee's
property, possession, inventory, business, employees, agents or
visitors.
9. GENERAL.
(a) This Agreement embodies the entire agreement between the parties
hereto relative to the subject matter hereof and shall not be
modified, changed, or altered in any respect except in writing.
(b) The covenants, agreements, and obligations herein contained shall
extend to, bind, and inure to the benefit not only of the parties
hereto but their successors and assigns; and where more than one
party shall be Sublessor under this lease; the word "Sublessor"
whenever used in this lease shall be deemed to include all such
parties jointly and severally.
(c) Whenever under this Agreement a provision is made for notice of
any kind, such notice shall be given in the manner prescribed in
the Primary Lease, except that notice to Sublessee shall be given
at the Premises.
(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by the laws of the State of Georgia.
If any provision of this Agreement or any remedy provided herein
be invalid under any applicable law, such provision shall be
inapplicable and deemed omitted, but the remaining provisions of
this Agreement shall be and remain effective in accordance with
their terms. Sublessee hereby expressly and irrevocably agrees
that Sublessor may bring any action or claim to enforce the
provisions of this Agreement in the State of Georgia, and
Sublessee hereby irrevocably consents to personal jurisdiction in
the State of Georgia in the appropriate state or federal court
therein. Sublessee hereby further irrevocably consents to
service of process in accordance with the provisions of the laws
of the State of Georgia. Nothing herein shall be deemed to
preclude or prevent Sublessor from bringing any action or claim
to enforce the provisions of this Agreement, or enforce any other
rights it may have against Sublessee, in any other appropriate
jurisdictions or forum.
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(e) Late payments may, at the Sublessor's option, be subject to a
penalty of 5% of the overdue balance. Payments more than 5 days
past due are considered late. Late or delinquent payments will
be considered an event of default. Sublessee agrees to pay
Sublessor's costs and expenses, including reasonable attorney
fees, related to collection of late or delinquent payments.
(f) In the event that Sublessor fails to vacate the subleased
premises by the expiration date pursuant to Subsection 2 or fails
to extend the term of the lease prior to its expiration date,
then the rent for each month or part thereof beyond the
expiration date shall be payable at one hundred and fifty percent
of the rate specified in Subsection 3.
IN WITNESS WHEREOF the parties hereto do set their hands and seals the day
and year first written above.
SUBLESSOR: SUBLESSEE:
Quadram Corporation, a PaySys International, Inc.
Georgia corporation a Florida corporation
By: /s/ Bonnie L. Herron By: /s/ William J. Pearson
------------------------------- -------------------------------------
Its: VP Its: Chief Financial Officer
------------------------------ ------------------------------------
EXHIBIT A1 PAYSYS INTERNATIONAL INC.
JULY 1, 1997 THROUGH NOVEMBER 1997
ANNUAL MONTH
---------- ------------
Office rent 25,000 square feet @8.60 per sq. foot*....... $ 215,000 $17,916.67
- -- credit for PHSS space 6,000 sq. ft through 11/97...... (4,300.00)
-------------
13,616.67
COST-SHARING ESTIMATED COSTS
Maintenance/repair*...................................... 3,750 312.50
Janitorial*.............................................. 16,331 1,360.92
Building mgt.*........................................... 10,896 908.00
Mail room*............................................... 1,385 115.42
HVAC repair/maint.*...................................... 5,050 420.83
Fire ext/sprinkler sve................................... 520 43.33
insurance................................................ 2,200 183.33
Modular workstations rental--as is....................... $ 15,000 1,250.00
Lobby/board rm furniture rental.......................... 1,300 108.00
Amortized leasehold--kitchen............................. 425.00
Amortized leasehold--conf./demo room..................... 1,658.00
Plant service and plant cost amortized................... 300.00
---------- ------------
SUBTOTAL FACILITIES...................................... $20,702.00
COMMUNICATION SYSTEMS
Capital allocation of phone system....................... 5,000 416.67
Capital allocation of voice mail system.................. 3,000 250.00
phone personnel allocation*.............................. 9,900 825.00
local line costs allocation*............................. 15,375 1,281.25
Capital allocation of internet system.................... 1,200 100.00
internet service cost*................................... 4,152 346.00
---------- ------------
SUBTOTAL COMMUNICATION COSTS............................. $ 3,218.92
TOTAL MONTHLY LEASE PAYMENT.............................. $23,920.92
- ------------------------
*Denotes amount is subject to adjustment at year end based on actual costs
incurred and pro rata % allocation to PaySys.
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EXHIBIT A2 PAYSYS INTERNATIONAL INC.
DECEMBER 1, 1997 THROUGH NOVEMBER 2000
ANNUAL MONTH
---------- ------------
Office rent 25,000 square feet @8.60 per sq. foot*
(rate increases to 8.85 for 12/00-11/02).................. $ 215,000 $17,916.67
COST-SHARING ESTIMATED COSTS
Maintenance/repair*....................................... 3,750 312.50
Janitorial*............................................... 16,331 1,360.92
Building mgt.*............................................ 10,896 908.00
Mail room*................................................ 1,385 115.42
HVAC repair/maint.*....................................... 5,050 420.83
Fire ext/sprinkler sve.................................... 520 43.33
insurance................................................. 2,200 183.33
Modular workstations rental--as is........................ $ 15,000 1,250.00
Lobby/board rm furniture rental........................... 1,300 108.00
SUBTOTAL FACILITIES....................................... $22,619.00
COMMUNICATION SYSTEMS
Capital allocation of phone system........................ 5,000 416.67
Capital allocation of voice mail system................... 3,000 250.00
phone personnel allocation*............................... 9,900 825.00
local line costs allocation*.............................. 15,375 1,281.25
Capital allocation of internet system..................... 1,200 100.00
internet service cost*.................................... 4,152 346.00
----------
SUBTOTAL COMMUNICATION COSTS............................. $ 3,218.92
TOTAL MONTHLY LEASE PAYMENT............................... $25,837.92
- ------------------------
*Denotes amount is subject to adjustment at year end based on actual costs
incurred and pro rata % allocation to PaySys
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EXHIBIT A3 PAYSYS INTERNATIONAL INC.
DECEMBER 1, 2000 THROUGH NOVEMBER 2002
ANNUAL MONTH
---------- -------------
Office rent 25,000 square feet @8.85 per sq. foot*....... $ 221,250 $18,437,507
COST-SHARING ESTIMATED COSTS*
Maintenance/repair*...................................... 3,750 312.50
Janitorial*.............................................. 16,331 1,360.92
Building mgt.*........................................... 10,896 908.00
Mail room*............................................... 1,385 115.42
HVAC repair/maint.*...................................... 5,050 420.83
Fire ext/sprinkler sve................................... 520 43.33
insurance................................................ 2,200 183.33
Modular workstations rental--as is....................... $ 15,000 1,250.00
Lobby/board rm furniture rental.......................... 1,300 108.00
SUBTOTAL FACILITIES...................................... $ 23,139.83
COMMUNICATION SYSTEMS
Capital allocation of phone system....................... 5,000 416.67
Capital allocation of voice mail system.................. 3,000 250.00
phone personnel allocation*.............................. 9,900 825.00
local line costs allocation*............................. 15,375 1,281.25
Capital allocation of internet system.................... 1,200 100.00
internet service cost*................................... 4,152 346.00
-----------
Subtotal Communication Costs............................ $ 3,218.92
TOTAL MONTHLY LEASE PAYMENT.............................. $ 26,358.75
- ------------------------
*Denotes amount is subject to adjustment at year end based on actual costs
incurred and pro rata % allocation to PaySys
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INTELLIGENT SYSTEMS CORPORATION
PROJECTION OF BUILDING EXPENSES
1997
BACK
COST OUT OFFICE
TOTAL PER WHSE PER
FOR SQ. & ADJUSTED SQ.
DESCRIPTION ALLOCATION YEAR FOOT MFG. COST FOOT
- ------------------------------------------------------------------------------------------------------------------
Water.............................. 100% to Office & Mfg. 13,600 0.14 13,600 0.14
Gas................................ 100% to Office & Mfg. 15,600 0.16 15,600 0.16
Electricity........................ 100% to Office & Mfg. 109,800 1.15 109,800 1.15
Building Rent...................... 100% to Total Bldg. 719,250 5.25 240,471 478,779 6.63
Building CAM....................... 100% to Total Bldg. 18,000 0.13 18,000 0.25
Pest Control....................... 100% to Total Bldg. 816 0.01 816 0.01
Garbage Service.................... 100% to Total Bldg. 6,600 0.05 6,600 0.05
Property Taxes AR Weeks............ 100% to Total Bldg. 28,712 0.21 28,712 0.21
Total Cash Expenses................ 912,378 7.11 240,471 671,907 8.60
-----------------------------------------------------
-----------------------------------------------------
COST PER
SQUARE SQUARE TOTAL
FOOTAGE PERCENT FOOT COST
----------------------------------------------
Office Space.............................. 47,222 34% 8.60 406,109
PaySys Office Space....................... 25,000 18% 8.60 215,000
Warehouse................................. 41,472 30% 3.27 135,613
A/C Manufacturing......................... 23,211 17% 6.72 155,978
-------------------- -------
Total..................................... 136,905 100% 912,701
-------------------- -------
--------------------
ALLOCATION:
Warehouse is at a fair market rate of $3.00 per square foot.
Manufacturing is at a fair market rate of $5.00 per square foot.
EXHIBIT B
GEORGIA :
GWINNETT COUNTY :
PARTIES
This Lease Agreement, made this 19th day of December, 1984, by and
between A. R. WEEKS & ASSOCIATES, INC., hereinafter referred to as
"Landlord"; and QUADRAM CORPORATION, hereinafter referred to as "Tenant";
WITNESSETH:
1.01 Landlord hereby releases to Tenant, and Tenant hereby leases from
Landlord, the property hereinafter referred to as the LEASED PREMISES,
described as: 137,100 sq. ft. of office/warehouse, at 4355 Shackelford Road,
Norcross, Georgia 30093, Gwinnett County, Building 2 in Gwinnett Park.
TERM
2.01 TO HAVE AND TO HOLD said Leased Premises for a term of ____________
years, commencing on April 1, 1985 upon the following terms, conditions, and
covenants:
RENTAL
3.01 As rental for the Leased Premises, Tenant agrees to pay to A. R.
WEEKS & ASSOCIATES for the account of Landlord, the sum of _______________
3.02 In addition to the Rentals called for herein, Landlord agrees to
contract for the landscape maintenance service hand Tenant agrees to pay the
Landlord an additional rental of _____ month for said landscaping service,
said fee shall increase 6% each year during the term of the lease.
3.03 The rental provided in paragraph "3. RENTAL" above, includes the
construction of tenant improvements on the basis set forth in the plans and
specifications attached, or to be attached, hereto in Exhibit "A" and "B".
3.04 Tenant agrees to pay as additional rent to Landlord, upon demand,
its pro rata share of any utility surcharges, or any other costs levied,
assessed or imposed by, or at the direction of, or resulting from statutes or
regulations, or interpretations thereof, promulgated by any Federal, State,
Municipal or local governmental authorities in connection with the use or
occupancy of the Leased Premises.
DELAY IN DELIVERY OF POSSESSION
4.01 If Landlord, for any reason whatsoever, cannot deliver possession of
the Leased Premises to Tenant at the commencement of the term of this Lease,
this Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom, but in the event there
shall be a proportionate reduction of rent covering the period between the
commencement of the term and the time when Landlord can deliver possession.
If delay is longer than three (3) months, Landlord will provide Tenant
equivalent space as the lease premise or other such space as Landlord may
have available, until the lease premise can be completed, at no charge to
Tenant. The term of this Lease shall be extended by such delay.
USE OF PREMISES
5.01 The Leased Premises may be used and occupied only for general
manufacturing and assembly, testing, warehousing and distribution, showroom
and offices and for no other purpose or purposes, without Landlord's prior
written consent. Tenant shall promptly comply at its sole expense with all
laws, ordinances, orders, and regulations affecting the Leased Premises and
their cleanliness, safety, occupation and use. Tenant shall not do or permit
anything to be done in or about the Leased Premises, or bring or keep
anything in the Leased Premises that will in any way increase the fire
insurance upon the Building. Tenant will not perform any act or carry on any
practices that may injure the Building or be a nuisance or menace to tenants
of adjoining premises. Tenant shall not cause, maintain or permit any
outside storage on or about the Leased Premises, including pallets or other
refuse. The rear loading areas of the Tenant's unit must be clean and
unobstructed.
UTILITIES
6.01 Landlord shall not be liable in the event of any interruption in the
supply of any utilities. Tenant agrees that it will not install any
equipment which will exceed or overload the capacity of any utility
facilities and that if any equipment installed by Tenant shall require
additional utility, facilities, the same shall be installed by Tenant at
Tenant's expense in accordance with plans and specifications approved in
writing by Landlord. Tenant shall be solely responsible for and shall pay
all charges for use or consumption of sanitary sewer, water, gas, electricity
or any other utility services.
ACCEPTANCE OF PREMISES
7.01 By entry hereunder, Tenant acknowledges that it has examined the
Leased Premises and accepts the same as being in the condition called for by
this Lease, and as suited for the uses intended by tenant.
ALTERNATIONS, MECHANICS' LIENS
8.01 Alterations may not be made to the Leased Premises without prior
written consent of Landlord, and any alterations of the Leased Premises
excepting movable furniture and trade fixtures shall at Landlord's option
become part of the realty and belong to Landlord.
8.02 Should Tenant desire to alter the Leased Premises and Landlord gives
written consent to such alterations, at Landlord's option, Tenant shall
contract with a contractor approved by Landlord for the construction of such
alterations.
8.03 Notwithstanding anything in paragraph 8.02 above, Tenant may, upon
written consent of Landlord, install trade fixtures, machinery or other trade
equipment in conformance with the ordinances of the applicable city and
county, and the same may be removed upon the termination of this Lease
provided Tenant shall not be in default under any of the terms and conditions
of this Lease, and the Leased Premises are not damaged by such removal.
Tenant shall return the Leased Premises on the termination of this Lease in
the same condition as when rented to Tenant, reasonable wear and tear only
excepted. Tenant shall keep the Leased Premises, the Building and property
in which the Leased Premises are situated free from any liens arising out of
any work performed for, materials furnished to, or obligations incurred by
Tenant. All such work, provided for above, shall be done at such times and
in such manner as Landlord may from time to time designate. Tenant shall
give Landlord written notice five (5) days prior to employing any laborer or
contractor to perform work resulting in an alteration of the Leased Premises
so that Landlord may post a notice of non-responsibility.
WASTE AND QUIET CONDUCT
9.01 Tenant shall not commit, or suffer any waste upon the Leased
Premises, or any nuisance, or other act or thing which may disturb the quiet
enjoyment of any other tenant in the Building containing the premises or any
building in the project in which the premises are located.
FIRE INSURANCE, HAZARDS
10.01 No use shall be made or permitted to be made, of the Leased
Premises, nor acts done which might increase the existing rate of insurance
upon the Building or cause the cancellation of any insurance policy covering
the Building, or any part thereof, nor shall Tenant sell, or permit to be
kept, used or sold, in or about the Leased Premises, any article which may be
prohibited by the Standard form of fire insurance policies. Tenant shall, at
its sole cost and expense, comply with any and all requirement pertaining to
the Leased Premises, of any insurance organization or company, necessary for
the maintenance of reasonable fire and public liability insurance, covering
the Leased Premises, Building and appurtenances. Tenant agrees to pay to
Landlord as additional rent, any increase in premiums on policies which may
be carried and loss of rent caused by fire and the perils normally included
in extended coverage above the rates presently being paid by the Landlord as
of the date hereof.
10.02 Tenant shall maintain in full force and effect on all of its
fixtures and equipment in the Leased Premises a policy or policies of fire
and extended coverage insurance with standard coverage endorsement to the
extent of at least eighty percent (80%) of their insurable value. During the
term of this Lease the proceeds from any such policy or policies of insurance
shall be used for the repair or replacement of the fixtures, and Landlord
will sign all documents necessary or proper in connection with the settlement
of any claim or loss by Tenant. Landlord will not carry insurance on
Tenant's possessions. Tenant shall furnish Landlord with a certificate of
such policy within thirty (30) days of the commencement of this Lease, and
whenever required, shall satisfy Landlord that such policy is in full force
and effect.
LIABILITY INSURANCE
11.01 Tenant, at its own expense, shall provide and keep in force with
companies acceptable to Landlord public liability insurance for the benefit
of Landlord and Tenant jointly against liability for bodily injury and
property damage in the amount of not less than Three Million Dollars
($3,000,000.00) in respect to injuries to or death of more than one person in
any one occurrence, in the amount of not less than One Million Dollars
($1,000,000.00) in respect to injuries to or death of any one person, and in
the amount of not less than Fifty Thousand Dollars ($50,000) per occurrence
in respect to damage to property, such limits to be for any greater amounts
as may be reasonable indicated by circumstances from time to time existing.
Tenant shall furnish Landlord with a certificate of such policy (which
certificate shall contain the insurer's waiver of subrogation rights
exercisable against the Landlord) within thirty (30) days of the
commencement date of this Lease and whenever required shall satisfy Landlord
that such policy is in full force and effect. Such policy shall name
Landlord as an additional insured and shall be primary and non-contributing
with any insurance carried by Landlord. The policy shall further provide
that it shall not be canceled or altered without twenty (20) days prior
written notice to Landlord.
INDEMNIFICATION BY TENANT
12.01 Tenant shall indemnify and hold harmless Landlord against and from
any and all claims arising form Tenant's use of the Leased Premises (other
than those arising from negligence of Landlord or its agent employees), or
the conduct of its business or from any activity, work, or thing done,
permitted or suffered by the Tenant in or about the Leased Premises, and
shall further indemnify and hold harmless Landlord against and from any and
all claims, arising from any breach or default in the performance of any
obligation on Tenant's part to act, neglect, fault or omission of the Tenant,
or of its agents or employees, and from and against all costs, attorney's
fees, expenses and liabilities incurred in or about such claim or any action
or proceeding brought relative thereto and in case any action or proceeding
be brought against Landlord by reason of any such claim, Tenant upon notice
from Landlord shall defend the same at Tenant's expense by counsel, chosen by
Tenant and who is reasonably acceptable to Landlord. Tenant, as a material
part of the consideration to Landlord, hereby assumes all risk of damage from
any cause whatsoever except that which is caused by the failure of Landlord
to observe any of the terms and conditions of this Lease where such failure
has persisted for an unreasonable period of time after
written notice of such failure, and Tenant hereby waives all claims in
respect thereof against Landlord. The obligations of Tenant under this
section arising by reason of any occurrence taking place during the term of
this Lease shall survive any termination of this Lease.
WAIVER OF CLAIMS
13.01 Tenant, as a material part of the consideration to be rendered to
Landlord, hereby waives all claims against Landlord for damages to goods,
wares and merchandise in, upon or about the Leased Premises and for injury to
Tenant, its agents, employees, invitees, or third persons in or about the
Leased Premises from any cause arising at any time, other than the
negligence of Landlord, its agents and employees.
REPAIRS
14.01 Tenant shall, at its sole cost, keep and maintain the Leased
Premises and appurtenances and every part thereof (excepting exterior walls
and roofs which Landlord agrees to repair) including by way of illustration
and not by way of limitation all windows and skylights, doors, any store
front and the interior of the Leased Premises, including all plumbing,
heating, air conditioning, sewer, electrical systems and all fixtures and all
other similar equipment serving the Leased Premises in good and sanitary
order, condition, and repair. Tenant shall, at its sole cost, keep and
maintain all utilities, fixtures and mechanical equipment used by Tenant in
good order, condition, and repair. All windows shall be washed and cleaned as
often as necessary to keep them clean and free from smudges and stains. In
the event Tenant falls to maintain the Leased Premises as required herein or
fails to commence repairs (requested by Landlord in writing) within thirty
(30) days after such request, or fails diligently to proceed thereafter to
complete such repairs, Landlord shall have the right in order to preserve the
premises or portion thereof, and/or the appearance thereof, to make such
repairs or have a contractor make such repairs and charge Tenant for the cost
thereof as additional rent, together with interest at the rate of twelve
percent (12%) per annum from the date of making such payments.
14.02 Landlord agrees to keep in good repair the roof, foundations, and
exterior walls of the premises except repairs rendered necessary by the
negligence of Tenant, its agents, employees or invitees. Landlord gives to
Tenant exclusive control of premises and shall be under no obligation to
inspect said premises. Tenant shall promptly report in writing to Landlord
any defective condition known to it which Landlord is required to repair, and
Landlord shall move with reasonable diligence to repair such item. Failure to
report such defects shall make Tenant responsible to Landlord for any
liability incurred by Landlord by reason of such defects.
SIGNS, LANDSCAPING
15.01 Landlord shall have the right to control landscaping and approve
the placing of signs and the size and quality of the same. Tenant shall make
no alterations or additions to the Leased Premises or landscaping and shall
place no exterior signs on the Leased Premises without
the prior written consent of Landlord. Any signs not in conformity with the
Lease may be immediately removed by Landlord.
ENTRY LANDLORD
16.01 Tenant shall permit Landlord and Landlord's agents to enter the
Leased Premises at all reasonable times for the purpose of inspecting the
same or for the purpose of maintaining the Building, or for the purpose of
making repairs, alterations, or additions to any portion to the Building,
including the erection and maintenance of such scaffolding, canopies, fences
and props as may be required, or for the purpose of posting notices of
non-responsibility for alterations, additions, or repairs, or for the purpose
of showing the premises to prospective tenants, or placing upon the Building
any usual or ordinary "for sale" signs, without any rebate of rent and
without any liability to Tenant for any loss of occupation or quiet enjoyment
of the Leased Premises thereby occasioned; and shall permit Landlord at any
time within thirty (30) days prior to the expiration of this Lease, to place
upon the Leased Premises any usual or ordinary "to let" or "to lease" signs.
For each of the aforesaid purposes, Landlord shall at all times have and
retain a key with which to unlock all of the exterior doors about the Leased
Premises.
TAXES AND INSURANCE INCREASE
17.01 Tenant shall pay before delinquency any and all taxes,
assessments, license fees, and public charges levied, assessed, or imposed
and which become payable during the Lease upon Tenant's fixtures, furniture,
appliances and personal property installed or located in the Leased Premises.
17.02 Tenant shall pay upon demand, as additional rental during the term
of this lease and any extension or renewal thereof, the amount by which all
taxes "including, but not limited to, ad valorem taxes, special assessments
and governmental charges) on the premises for each tax year exceeds all taxes
on the premises for 1985. In the event the premises are less than the entire
property assessed for such taxes for any such tax year, then the tax for any
such year applicable to the premises shall be determined by proration on the
basis that the rentable floor area of the premises bears to the rentable
floor area of the entire property assessed. If the final year of the lease
term falls to coincide with the tax year, then any excess for the tax year
during which the term ends shall be reduced by the pro rata part of such tax
year beyond the lease term. The agent's commission shall not apply to any
such additional rental resulting from the provisions of this paragraph.
17.03 Tenant agrees to pay the amount for all taxes levied upon or
measured by the rent payable hereunder, whether as a so-called sale tax,
transaction privilege tax, excise tax, or otherwise (but no income taxes
shall be payable by Tenant). Such taxes shall be due and payable at the same
time as and in addition to each payment of rent.
17.04 Commencing in the year 1985 and during each remaining year of the
lease term or any extension or renewal thereof, in the event that the
insurance premiums payable by the Landlord for fire and extended coverage on
the property are increased, whether such increase is due to an increase in
the valuation of the building, or in the applicable rate of insurance, then
Tenant agrees to pay Landlord as additional rental, Tenant's pro rata share
of the increase in said insurance premiums over the base amount paid in the
year 1985. Tenant's pro rata share shall be based on the square footage of
the premises leased to Tenant (as specified in paragraph 1.01 hereof)
compared to the total square footage of leaseable space in the entire
building. Tenant agrees to pay Landlord said increased amount within thirty
(30) days after receipt of a notice in writing from Landlord, of the increase
in said insurance premiums. If during the final year of the Lease, or any
extension or renewal thereof, the term does not coincide with the year upon
which the insurance rate is determined, the increase in premiums for the
portion of that year shall be prorated according to the number of months
during which Tenant was in possession of the Leased Premises.
17.05 The provisions hereof shall survive the termination of the Lease
or any extension or renewal thereof as referred to in the preceding
paragraphs 17.02 and 17.04.
ABANDONMENT
18.01 Tenant shall not vacate nor abandon Leased Premises at any time
during the term of this Lease; and if Tenant shall abandon, vacate or
surrender the Leased Premises, or be dispossessed by process of law, or
otherwise, any personal property belonging to Tenant and left on the Leased
Premises shall, at the option of the Landlord, be deemed abandoned.
DESTRUCTION
19.01 In the event of (a) a partial destruction of the Leased Premises
or the Building during the Lease term which requires repairs to either the
Leased Premises or the Building, or (b) the Leased Premises or the Building
being declared unsafe or unfit for occupancy by any authorized public
authority for any reason other than Tenant's act, use or occupation which
declaration requires repairs to either the Leased Premises or the Building,
Landlord shall forthwith make repairs, provided repairs can be made within
sixty (60) days under the laws and regulations of authorized public
authorities, but partial destruction (including any destruction necessary in
order to make repairs required by any declaration) shall in no way annul or
void this Lease, except that Tenant shall be entitled to a proportionate
reduction of rent while such repairs are being made. The proportionate
reduction is to be based upon the extent to which. the making of repairs
shall interfere with the business carried on by Tenant in the Leased
Premises. In making repairs Landlord shall be obligated to replace only such
glazing as shall have been damaged by fire and other damaged glazing shall be
replaced by Tenant. If repairs cannot be made within sixty (60) days,
Landlord may, at its option, make same within a reasonable time, this Lease
continuing in full force and effect and the rent to be proportionately
abated, as in this paragraph provided. In the event that Landlord does not so
elect to make repairs which cannot be made within sixty (60) days, or repairs
cannot be made under current laws and regulations, this Lease may be
terminated at the option of either party. A total destruction (including any
destruction required by any authorized public authority) of either the Leased
Premises or the building shall terminate this Lease. In the event of any
dispute between Landlord and Tenant relative to the provisions of this
paragraph, they may each select an arbitrator, the two arbitrators so
selected shall select a third arbitrator and the three arbitrators so
selected shall hear and determine the controversy and their decision thereon
shall be final and binding on both Landlord and Tenant who shall bear the
cost of
such arbitration equally between them. Landlord shall not be required
to repair any property installed in the Leased Premises by Tenant. Tenant
waives any right under applicable laws inconsistent with the terms of this
paragraph and in the event of a destruction agrees to accept any offer by
Landlord to provide tenant with comparable space within the project in which
the Premises are located on the same terms as this Lease.
ASSIGNMENT AND SUBLETTING
20.01 Landlord shall have the right to transfer and assign, in whole or
in part its rights and obligations in the building and property that are the
subject of this Lease. Tenant shall not assign this Lease or sublet all or
any part of the leased premises without the prior written consent of the
Landlord. In the event of any assignment or subletting, Tenant shall
nevertheless at all times, remain fully responsible and liable for the
payment of the rent and for compliance with all of its other obligations
under the terms, provisions and covenants of this Lease. Upon the occurrence
of an "event of default" as defined below, if all or any part of the Leased
Premises are then assigned or sublet, Landlord, in addition to any other
remedies provided by this Lease or provided by law, may at its option,
collect directly from the assignee or subtenant all rents becoming due to
Tenant by reason of the assignment or sublease, and Landlord shall have a
security interest in all properties on the Leased Premises to secure payment
of such sums. Any collection directly by Landlord from the assignee or
subtenant shall not be construed to constitute a novation or a release of
Tenant from the further performance of its obligations under this Lease.
INSOLVENCY OF TENANT
21.01 Either (a) the appointment of a receiver to take possession of
all or substantially all of the assets of Tenant, or (b) a general assignment
by Tenant for the benefit of creditors, or (c) any action taken or suffered
by Tenant under any insolvency or bankruptcy act shall, if any such
appointments, assignments or action continues for a period of thirty (30)
days, constitute a breach of this Lease by Tenant, and Landlord may at its
election without notice, terminate this Lease and in that event be entitled
to immediate possession of the Leased Premises and damages as provided below.
BREACH BY TENANT
22.01 In the event of a default, Landlord besides other rights or
remedies that it may have, shall have the right to either terminate this
Lease or from time to time, without terminating this Lease relet the Leased
Premises or any part thereof for the account and in the name of Tenant or
otherwise, for any such term or terms and conditions as Landlord in its sole
discretion may deem advisable with the right to make reasonable alterations
and repairs to the Leased Premises. Tenant shall pay to Landlord, as soon as
ascertained, the costs and expenses incurred by Landlord in such reletting or
in making such reasonable alterations add repairs. Should such rentals
received from time-to-time from such reletting during any month be less than
that agreed to be paid during that month by Tenant hereunder, the Tenant
shall pay such deficiency to Landlord. Such deficiency shall be calculated
and paid monthly.
22.02 No such reletting of the Leased Premises by Landlord shall be
construed as an election on its part to terminate this Lease unless a notice
of such intention be given to Tenant or unless the termination thereof be
decreed by a court of competent jurisdiction. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach provided it has not been cured.
Should Landlord at any time terminate this Lease for any breach, in addition
to any other remedy it may have, it may recover from Tenant all damages it
may incur by reason of such breach, including the cost of recovering the
Leased Premises, and including (1) all amounts that would have fallen due as
rent between the time of termination of this Lease and the time of judgment,
or other award, less the avails of all relettings and attornments, plus
interest on the balance at the rate of twelve percent (12%) per year; and (2)
the worth at the time of the judgment or other award, of the amount by which
the unpaid rent for the balance of the term exceeds the amount of such rental
loss that Tenant proves could be reasonably avoided; (3) any other amount
necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform his obligations under this Lease or which in the
ordinary course of events would likely to result therefrom. "Worth" as used
in this provision, is computed by discounting the total at the discount rate
of the Federal Reserve Bank of Atlanta at the time of the judgment, or award,
plus one percent (1%).
ATTORNEYS' FEES/COLLECTION CHARGES
23.01 Should Landlord be named as a defendant in any suit brought
against Tenant in connection with or arising out of Tenant's occupancy
hereunder, Tenant shall pay to Landlord its cost and expenses incurred in
such suit, including reasonable attorneys' fees. If any rent or other sums
of money owed or owing under this lease is collected by or through an
attorney at law, tenant agrees to pay fifteen percent (15%) thereof as
attorneys' fees.
CONDEMNATION
24.01 If, at any time during the term of this lease, title to the entire
Leased Premises should become vested in a public or quasi-public authority by
virtue of the exercise of expropriation, appropriation, condemnation or other
power in the nature of eminent domain, or by voluntary transfer from the
owner of the Leased Premises under threat of such a taking then this lease
shall terminate as of the time of such vesting of title, after which neither
party shall be further obligated to the other except for occurrence
antedating such taking. The same results shall follow if less than the
entire Leased Premises be thus taken, or transferred in lieu of such a
taking, but to such extent that it would be legally and commercially
impossible for Tenant to occupy the portion of the Leased Premises remaining,
and impossible for Tenant reasonable to conduct his trade or business therein.
24.02 Should there be such a partial taking or transfer in lieu thereof,
but not to such an extent as to make such continued occupancy and operation
by Tenant an impossibility, then this lease shall continue on all of its same
terms and conditions subject only to an equitable reduction in rent
proportionate to such taking.
24.03 In the event of any such taking or transfer, whether or the entire
Leased Premises, or a portion thereof, it is expressly agreed and understood
that all sums awarded, allowed or
received in connection therewith shall belong to Landlord, and any rights
otherwise vested in Tenant are hereby assigned to Landlord, and Tenant shall
have no interest in or claim to any such sums or any portion thereof, whether
the same be for the taking of the property or for damages, or otherwise.
NOTICES
25.01 All notices, statements, demands, requests, consents, approvals,
authorization, offers, agreements, appointments, or designations under this
Lease by either party to the other shall be in writing and shall be
sufficiently given and served upon the other party, if sent by certified
mail, return receipt requested, posted prepaid, and addressed as follows:
(a) To Tenant at the Leased Premises;
(b) To Landlord, addressed to Landlord at 4497 Park Drive,
Norcross, Georgia 30093, with a copy to such other place as Landlord may from
time to time designate by notice to Tenant.
WAIVER
26.01 The waiver by Landlord 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 conditions 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.
EFFECT OF HOLDING OVER
27.01 If Tenant should remain in possession of the Leased Premises after
the expiration of the Lease term and without executing a new Lease, then such
holding over shall be construed as a tenancy from month-to-month, subject to
all the conditions, provisions, and obligations of this Lease insofar as the
same are applicable to a month-to-month tenancy, except that the rent payable
pursuant to subparagraph 3.01 hereof shall be doubled.
SUBORDINATION
28.01 This Lease, at Landlord's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation for
security now or hereafter placed upon the real property of which the Premises
are a part and to any and all advances made on the security thereof and to
all renewals, modifications, consolidations, replacements and extensions
thereof.
28.02 Tenant agrees to execute any documents required to effectuate such
subordination or to make this Lease prior to the lien of any ground lease,
mortgage or deed of trust, as the case may be, and failing to do so within 10
days after written demand, does hereby make, constitute and irrevocably
appoint Landlord as Tenant's attorney in fact and in Tenant's
name, place and stead, to do so. If requested to do so, Tenant agrees to
attorn to any person or other entity that acquires title to the real property
encompassing the Leased Premises, whether through judicial foreclosure, sale
under power, or otherwise, and to any assignee of such person or other entity.
ESTOPPEL CERTIFICATE
29.01 Upon ten (10) days notice from Landlord to Tenant, Tenant shall
deliver a certificate dated as of the 1st day of the calendar month in which
such notice is received, executed by an appropriate officer, partner or
individual, and stating (i) the commencement date of this Lease; (ii) the
space occupied by Tenant hereunder; (iii) the expiration date hereof; (iv) a
description of any renewal or expansion options; (v) the amount of rental
currently and actually paid by Tenant under this lease; (vi) the nature of
any default or claimed default hereunder by Landlord and (vii) that Tenant is
not in default hereunder nor has any event occurred which with the passage of
time or the giving of notice would become a default by Tenant hereunder.
PARKING
30.01 Tenant shall be entitled to park in common with other tenants of
Landlord. Tenant agrees not to overburden the parking facilities and agrees
to cooperate with Landlord and other tenants in the use of parking
facilities. Landlord reserves the right in its absolute discretion to
determine whether parking facilities are becoming crowded and, in such event,
to allocate parking spaces among Tenant and other tenants. There will be no
assigned parking. Tenant agrees to park all Tenant's trucks in the parking
spaces provided at the rear of the building. "Parking" as used herein means
the use by Tenant's employees, its visitors, invitees, and customers for the
parking of motor vehicles for such periods of time as are reasonably
necessary in connection with use of and/or visits to the demised premises.
No vehicle may be repaired or serviced in the parking area and any vehicle
deemed abandoned by Landlord will be towed from the project and all costs
therein shall be borne by the Tenant. All driveways, ingress and egress, and
all parking spaces are for the joint use of all tenants. No area outside of
premises shall be used by Tenant for storage without Landlord's prior written
permission. There shall be no parking permitted on any of the streets or
roadways located in Gwinnett Park.
MORTAGE PROTECTION
31.01 In the event of any default on the part of Landlord, Tenant will
give notice by registered or certified mail to any beneficiary of a deed or
trust or mortgagee of a mortgage covering the Premises whose address shall
have been furnished it, and shall offer such beneficiary or mortgagee a
reasonable opportunity to cure the default, including time to obtain
possession of the Premises by power of sale or a judicial foreclosure, if
such should prove necessary to effect a cure.
PROTECTIVE COVENANTS
32.01 This lease is subject to the Protective Covenants of Interstate
Industrial Park, attached hereto as Exhibit "C", and to such rules and
regulations pertaining to Gwinnett Park which may hereafter be adopted and
promulgated.
MISCELLANEOUS PROVISIONS
A. Whenever the singular number is used in this Lease and when
required by the context, the same shall include, the plural, and the
masculine gender shall include the feminine and neuter genders, and the word
"person" shall include corporation, firm or association. If there be more
than one tenants, the obligations imposed upon Tenant under this Lease shall
be joint and several.
B. The headings or titles to paragraphs of this Lease are not a part
of this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part of this Lease.
C. This instrument contains all of the agreements and conditions made
between the parties to this Lease and may not be modified orally or in any
other manner than by agreement in writing signed by all parties to this Lease.
D. Time is of the essence of each term and provision of this Lease.
E. Except as otherwise expressly stated, each payment required to
be made by Tenant shall be in addition to and not in substitution for other
payments to be made by Tenant.
F. Subject to paragraph 20, the terms and provisions of this Lease
shall be binding upon and inure to the benefit of the heirs, executors,
administrators, successors, and assigns of Landlord and Tenant.
G. All covenants and agreements to be performed by Tenant under any of
the terms of this Lease shall be performed by Tenant at Tenant's sole cost
and expense and without any abatement of rent.
H. Where the consent of a party is required, such consent will not be
unreasonably withheld.
I. This Lease shall create the relationship of Lessor and Lessee
between landlord and Tenant; no estate shall pass out of Landlord; Tenant has
only a usufruct, not subject to levy and/or sale and not assignable by Tenant
except as provided in paragraph 20.01 hereof.
J. Tenant acknowledges and agrees that Landlord shall not provide
guards or other security protection for the Leased Premises and that any and
all security protection shall be the sole responsibility of Tenant.
K. This lease shall be governed by Georgia law.
L. Tenant shall not record this Lease or a memorandum thereof without
the written consent of Landlord. Upon the request of Landlord, Tenant shall
join in the execution of a memorandum or so-called "short form" of this Lease
for the purpose of recordation. Said memorandum or short form of this Lease
shall describe the parties, the Demised Premises and the Lease term, and
shall incorporate this Lease by reference.
IN WITNESS WHEREOF, The parties hereto who are individuals have set
their hands and seals, and the parties who are corporations have caused this
instrument to be duly executed by its proper officers and its corporate seal
to be affixed, as of the day and year first above written.
Signed, sealed and delivered as to A. R. WEEKS & ASSOCIATES, INC.
LANDLORD, in the presence of:
/s/ John C. Atwell /s/ Forrest W. Robinson
- ----------------------------------- ------------------------------------
By: Forrest W. Robinson
/s/ Deborah D. Arledge
- -----------------------------------
Notary Public
[SEAL]
Signed, sealed and delivered as to QUADRAM CORPORATION
TENANT, in the presence of:
/s/ Ann B. Srochi
- ----------------------------------- ------------------------------------
By: Secretary
- -----------------------------------
Notary Public
ATTEST:
- -----------------------------------
(Corporate Seal)
[LOGO]
Weeks Corporation
4497 Park Drive
Norcross, GA 30093
770-923-4076/Phone
770-717-3310/Fax
Consent of Landlord
With respect to the Lease Agreement by and between Weeks Realty, L.P.
("Landlord") and Quadram Corporation ("Tenant"), Landlord hereby consents to
the sublease of a portion of the facility to PaySys International, Inc.
beginning June 1, 1996 through November 30, 2002 on such terms as are
negotiated between Tenant and PaySys International. Tenant shall remain
fully responsible for the payment of rent and for compliance with all of its
other obligations under the terms, provisions and covenants of the lease.
Weeks Realty, L.P.
By: /s/ Forrest Robinson
--------------------------------
Title: President & C.O.O.
-----------------------------
Date: 8/6/97
------------------------------
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the
"First Amendment") is made as of the 16 day of November, 1990, by and between
WWW, LTD. (hereinafter referred to as "Landlord"), and QUADRAM CORPORATION
(hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord is landlord and Tenant is tenant under that certain
Lease Agreement (hereinafter referred to as the "Agreement") dated March 11,
1985 for the lease of 137,100 sq. ft. of office warehouse space at 4355
Shackelford Road, Norcross, in Gwinnett County, Georgia and certain
easements, rights and privileges appurtenant thereto (hereinafter referred to
as the "Leased Premises"); and
WHEREAS, the Lease was to have expired by its terms on March 31, 1995 and
Tenant desires to continue to occupy the Leased Premises beyond the
expiration date; and
WHEREAS, Landlord and Tenant desire to enter into this First Amendment in
order to provide for an extension of the Lease by Tenant upon terms and
conditions mutually acceptable to Landlord and Tenant;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by
Landlord and Tenant to one another, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by Landlord and Tenant, Landlord and Tenant amend the Agreement as follows:
1. The Agreement is hereby extended to November 30, 1997, on all of the
same terms, covenants and conditions as the Agreement, with the same base
year as the original term, except that the base monthly rental due under the
Agreement shall be as follows:
December 1, 1990 - November 30, 1991 $4.40 per square foot
December 1, 1991 - November 30, 1992 $4.50 per square foot
December 1, 1992 - November 30, 1993 $4.60 per square foot
December 1, 1993 - November 30, 1994 $4.70 per square foot
December 1, 1994 - November 30, 1995 $4.80 per square foot
December 1, 1995 - November 30, 1996 $4.90 per square foot
December 1, 1996 - November 30, 1997 $5.00 per square foot
The landscaping service fees shall continue at the rate Tenant is currently
paying and shall continue to increase at a rate of six percent (6%) through
the original term of the lease.
2. Except as expressly modified by this First Amendment, all
provisions, terms and conditions of the Agreement shall remain in full force
and effect.
3. The parties agree that there exist no defaults or events of default
under the Agreement and Landlord waives all claims for late payments of
rental through November, 1990.
4. In the event a provision of this First Amendment conflicts with a
provision of the Agreement, the First Amendment shall supersede and control.
5. All terms and phrases used herein shall have the same meaning as
assigned to them in the Agreement.
6. This First Amendment shall not be of any legal effect or consequence
unless signed by Landlord and Tenant, and once signed by Landlord and Tenant
it shall be binding upon and inure to the benefit of Landlord, Tenant, and
their respective legal representatives, successors and assigns.
7. This First Amendment has been executed and shall be construed under
the laws of the State of Georgia.
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to
be executed under seal and delivered as of the day and year first above
written.
LANDLORD:
Signed, sealed and delivered in WWW, LTD.
the presence of:
By: /s/ A. R. Weeks, Jr.
- ----------------------------------- ----------------------------------
Witness A. R. Weeks, Jr.
/s/ Deborah D. Arledge
- -----------------------------------
Notary Public
[SEAL]
TENANT:
Signed, sealed and delivered in QUADRAM CORPORATION
the presence of:
/s/ Donna McElhannon By: /s/ J. Leland Strange
- ----------------------------------- ----------------------------------
Witness Name:
Its: President
/s/ Marcy P. Holloway
- -----------------------------------
Notary Public
[SEAL]
ATTEST:
By: /s/ Bonnie L. Herron
----------------------------------
Name:
Its: Corporate Secretary
[CORPORATE SEAL]
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the
"Second Amendment") is made as of the 19 day of June, 1997, by and between
WEEKS REALTY, L.P. (hereinafter referred to as "Landlord"), and QUADRAM
CORPORATION (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, A.R. Weeks & Associates, Inc. entered into that certain Lease
Agreement dated March 11, 1985, as amended by that certain First Amendment to
Lease Agreement dated November 16, 1990, (hereinafter collectively referred
to as the "Agreement") for the lease of 137,100 sq. ft. of office/warehouse
space at 4355 Shackelford Road, Norcross, Georgia, Building 2 in Gwinnett
Park which is more particularly described in Exhibit "A" to the Agreement and
certain easements, rights and privileges appurtenant thereto (hereinafter
referred to as the "Leased Premises"); and
WHEREAS, the Weeks Realty, L.P. succeeded to the interest of the landlord
under the Agreement and is the Landlord with respect to the Leased Premises;
and
WHEREAS, the Agreement will expire by its terms on November 30, 1997 and
Tenant desires to enter into this Second Amendment in order to extend the
term of the Agreement;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by
Landlord and Tenant to one another, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by Landlord and Tenant, Landlord and Tenant amend the Agreement as follows:
1. The Agreement is hereby extended for an additional five (5) year
term effective December 1, 1997 and continuing until midnight on November 30,
2002 on all of the same terms, covenants and conditions as the original
Agreement with the same base year except that the base rental for the new
term shall be as set forth below:
December 1, 1997 - November 30, 2000 $59,981.25/month $719,775.00/year
December 1, 2000 - November 30, 2002 $62,837.50/month $754,050.00/year
The base rental shall be due on or before the first day of each calendar
month during the term together with any other additional rent as set forth in
the Agreement. The landscaping service fee shall continue at its current
rate.
2. As consideration for Tenant's performance of all obligations to be
performed by Tenant under this Lease, Landlord shall contribute the sum of
One Hundred Twelve Thousand One Hundred and 00/100 Dollars ($112,100.00) (the
"Allowance") towards the cost of tenant improvements to the Leased Premises.
The Allowance shall be used for alterations, improvements, fixtures and
equipment which become part of or are attached or affixed to the
Leased Premises, including walls, wall coverings and floor coverings, but
excluding trade fixtures, furniture and furnishings or other personal
property. In the event the cost of tenant improvements exceeds the cost of
tenant improvement Allowance, the excess shall be paid by Tenant within
thirty (30) days of Tenant's receipt of Landlord's notice.
3. Tenant shall have the option to renew the Agreement for one (1) five
(5) year term provided that Tenant gives written notice to Landlord of its
intention to renew at least one hundred eighty (180) days prior to the end of
the then current term of the Lease. The Extended Term shall be on the same
terms and conditions as the initial term of the Agreement, except as
expressly provided herein to the contrary with respect to Base Rent and
except for such as are, by their terms, inapplicable to an Extended Term.
The Base Rental for the Extended Term shall increase at a rate of seven
percent (7%) above the ending rate for the preceding term, payable in monthly
installments on or before the first day of each calendar month in the
Extended Term.
It is expressly understood that Tenant shall have no option to extend the
term of the Agreement for the Extended Term if at the time of such attempted
exercise of the Extended Term the Agreement is not then in full force and
effect and if Tenant is then in default of any terms and conditions of the
Agreement beyond any applicable notice and cure period provided for herein.
4. Landlord and Tenant hereby agree to cooperate with each other in the
construction of 10 to 12 parking spaces ("Additional Parking") to be added to
the existing parking area per the attached plan marked Exhibit "A". The cost
of constructing the Additional Parking shall be paid by Landlord.
5. Landlord has agreed to renovate the landscaping and sprinkler
system, at Landlord's sole cost and expense per the attached plan marked
Exhibit "B" and to construct a new storefront entrance to the Premises on the
Meca Way side of the Building, per the attached plan marked Exhibit "C".
6. Landlord agrees to provide preventative maintenance on the HVAC
system for the Leased Premises, at its sole cost, provided that Landlord
shall not have any obligation to make any corrections, repairs or
replacements to the systems.
7. Except as expressly modified by this Second Amendment, all
provisions, terms and conditions of the Agreement shall remain in full force
and effect.
8. In the event a provision of this Second Amendment conflicts with a
provision of the Agreement, the Second Amendment shall supersede and control.
9. All terms and phrases used herein shall have the same meaning as
assigned to them in the Agreement.
2
10. This Second Amendment shall not be of any legal effect or
consequence unless signed by Landlord and Tenant, and once signed by Landlord
and Tenant it shall be binding upon and inure to the benefit of Landlord,
Tenant, and their respective legal representatives, successors and assigns.
11. This Second amendment has been executed and shall be construed under
the laws of the State of Georgia.
IN WITNESS WHEREOF the undersigned have caused this First Amendment to be
executed under seal and delivered as of the day and year first above written.
LANDLORD:
WEEKS REALTY, L.P.,
Signed, sealed and delivered in a Georgia limited partnership
the presence of:
/s/ Kelly A. Kinnary
- ----------------------------------- By: Weeks GP Holdings, Inc.
Witness a Georgia corporation,
its sole general partner
/s/ Stephanie Pongetti By: /s/ Forrest Robinson
- ----------------------------------- ---------------------------------
Notary Public Name: Forrest Robinson
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Its: President/C.O.O.
--------------------------------
[SEAL]
TENANT:
Signed, sealed and delivered in
the presence of: QUADRAM CORPORATION
/s/ Sonja Lee
- -----------------------------------
Witness By: /s/ J. Leland Strange
---------------------------------
Name:
-------------------------------
/s/ Sherry L. Wilhelm Its: President
- ----------------------------------- --------------------------------
Notary Public
[SEAL]
ATTEST:
By: /s/ Bonnie L. Herron
---------------------------------
Name: Bonnie L. Herron
-------------------------------
Its: Secretary
--------------------------------
[Corporate Seal]