Exhibit 10.6.5
GREATER ATLANTA COMMERCIAL BOARD OF REALTORS, INC.
COMMERCIAL LEASE AGREEMENT
May, 1994
THIS LEASE is made by and among Athens Associates Limited (hereinafter called
"Landlord"), and Perfect Copy, Inc. (hereinafter called "Tenant"), and
Boswell Properties, Inc. (hereinafter called "Broker").
WITNESSETH:
PREMISES
1. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, provided for and
contained herein to be paid, kept and performed by Tenant, leases and rents
unto Tenant, and Tenant hereby leases and takes upon the terms and conditions
which hereinafter appear, the following described property (hereinafter
called the "Premises"), to wit:
2375 W. Broad Street, Suite A. Athens, Georgia
and being known as same as above
No casement for light or air is included in the Premises.
TERM
2. The Tenant shall have and hold the Premises for a term of twelve (12)
months beginning on the 1st day of March, 1998, and ending on the 28th day of
February, 1999, at midnight, unless sooner terminated as hereinafter provided.
RENTAL
3. Tenant agrees to pay to ( )Landlord or (X)Broker at the address of
( )Landlord or (X)Broker as stated in this Lease, without demand, deduction or
setoff, an annual rental of $6,480.00 payable in equal monthly installments
of $540.00 in advance on the first day of each calendar month during the term
hereof. Upon execution of this Lease, Tenant shall pay to Landlord the first
full month's rent due hereunder. Rental for any period during the term hereof
which is for less than one month shall be a prorated portion of the monthly
rental due.
LATE CHARGES
4. If ( )Landlord or (X)Broker fails to receive all or any portion of a
rent payment within ten (10) days after it becomes due, Tenant shall pay
Landlord, as additional rental, a late charge equal to ten percent (10%) of
the overdue amount. The parties agree that such late charge represents a fair
and reasonable estimate of the costs Landlord will incur by reason of such
late payment.
SECURITY DEPOSIT
5. Tenant shall deposit with Landlord upon execution of this Lease
$540.00 as a security deposit which shall be held by Landlord, without
liability to Tenant for any interest thereon, as security for the full and
faithful performance by Tenant of each and every term, covenant and condition
of this Lease of Tenant. If any of the rents or other charges of sums payable
by Tenant to Landlord shall be overdue and unpaid or should Landlord make
payments on behalf of Tenant, or should Tenant fail to perform any of the
terms of this Lease, then Landlord may, at its option, appropriate and apply
the security deposit, or so much thereof as may be necessary to compensate
Landlord toward the payment of the rents, charges or other sums due from
Tenant, or towards any loss, damage or expense sustained by Landlord
resulting from such default on the part of Tenant; and in such event Tenant
shall upon demand restore the security deposit to the original sum deposited.
In the event Tenant furnishes Landlord with proof that all utility bills have
been paid through the date of Lease termination, and performs all of Tenant's
other obligations under this Lease, the security deposit shall be returned in
full to Tenant within thirty (30) days after the date of the expiration or
sooner termination of the term of this Lease and the surrender of the
Premises by Tenant in compliance with the provisions of this Lease.
UTILITY BILLS
6. Tenant shall pay all utility bills, including, but not limited to
water, sewer, gas, electricity, fuel, light and heat bills for the Premises,
and Tenant shall pay all charges for garbage collection or other sanitary
services.
COMMON AREA COSTS; RULES AND REGULATIONS
7. If the Premises are part of a larger building or group of buildings,
Tenant shall pay an additional rental monthly. In advance, its pro ratio
share of common area maintenance costs are hereinafter more particularly set
forth in the Special Stipulations. The Rules and Regulations attached hereto
are made a part of this Lease. Tenant agrees to perform and abide by these
Rules and Regulations and such other Rules and Regulations as may be made
from time to time by Landlord.
USE OF PREMISES
8. The Premises shall be used for retail sales and service purposes only
and no other. The Premises shall not be used for any illegal purposes, nor in
any manner to create any nuisance or trespass, nor in any manner to violate
the Insurance or increase the rate of insurance on the Premises.
ABANDONMENT OF THE PREMISES
9. Tenant agrees not to abandon or vacate the Premises during the term
of this Lease and agrees to use the Premises for the purposes herein leased
until the expiration hereof.
Lease Agreement
TAX AND INSURANCE ESCALATION
[Copy not legible]
INDEMNITY; INSURANCE
11. Tenant agrees to and hereby does indemnify and save Landlord
harmless against all claims for damages to persons or property by reason of
Tenant's use or occupancy of the Premises, and all expenses incurred by
Landlord because thereof, including attorney's fees and court costs.
Supplementing the foregoing and in addition thereto. Tenant shall during the
term of this Lease and any extension or renewal thereof, and at Tenant's
expense, maintain in full force, and effect comprehensive general liability
insurance with limits of $500,000.00 per person and $1,000,000.00 per
incident, and property damage limits of $100,000.00, which insurance shall
contain a special endorsement recognizing and insuring any liability accruing
to Tenant under the first sentence of this paragraph 11, and naming Landlord
as additional insured. Tenant shall provide evidence of such insurance to
Landlord prior to the commencement of the term of this Lease. Landlord and
Tenant each hereby release and relieve the other, and waive its right of
recovery, for loss or damage arising out of or incident to the perils
insured against which perils occur in, on or about the Premises, whether due
to the negligence of Landlord or Tenant or their Brokers, employees,
contractors and/or invitees, to the extent that such loss or damage is within
the policy limits of said comprehensive general liability insurance.
Landlord and Tenant shall, upon obtaining the policies of Insurance required,
give notice to the insurance carrier or carriers that the foregoing mutual
waiver of subrogation is contained in this Lease.
REPAIRS BY LANDLORD
12. Landlord agrees to keep in good repair the roof, foundations and
exterior walls of the Premises (exclusive of all glass and exclusive of all
exterior doors) and underground utility and sewer pipes outside the exterior
walls of the building, except repairs rendered necessary by the negligence or
intentional wrongful acts of Tenant, its brokers, employees or invitees. If
the Premises are part of a larger building or group of buildings, then to the
extent that the grounds are common areas, Landlord shall maintain the grounds
surrounding the building, including paving, the mowing of grass, care of
shrubs and general landscaping. Tenant shall promptly report in writing to
Landlord any defective condition known to it which Landlord is required to
repair and failure so to report such conditions shall make Tenant responsible
to Landlord for any liability incurred by Landlord by reason of such
conditions.
REPAIRS BY TENANT
13. 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. Unless the grounds are common areas of a building(s)
larger than the Premises, Tenant further agrees to care for the grounds
around the building, including paving, the mowing of grass, care of shrubs
and general landscaping. Tenant agrees to return the Premises to Landlord at
the expiration, or prior to termination of this Lease, in as good condition
and repair as when first received, natural wear and tear, damage by storm,
fire, lightning, earthquake or other casualty alone excepted.
ALTERATIONS
14. Tenant shall not make any alterations, additions, or improvements
to the Premises without Landlord's prior written consent. Tenant shall
promptly remove any alterations, additions, or improvements constructed in
violation of this Paragraph 14 upon Landlord's written request. All approved
alterations, additions, and improvements will be accomplished in a good and
workmanlike manner, in conformity with all applicable laws and regulations,
and by a contractor approved by Landlord, free of any liens or encumbrances.
Landlord may require Tenant to remove any alterations, additions or
improvements (whether or not made with Landlord's consent) at the termination
of this Lease and to restore the Premises to its prior condition, all at
Tenant's expense. All alterations, additions and improvements which Landlord
has not required Tenant to remove shall become Landlord's property and shall
be surrendered to Landlord upon the termination of this Lease, except that
Tenant may remove any of Tenant's machinery or equipment which can be removed
without material damage to the Premises. Tenant shall repair, at Tenant's
expense, any damage to the Premises caused by the removal of any such
machinery or equipment.
REMOVAL OF FIXTURES
15. Tenant may (if not in default hereunder) prior to the expiration of
this Lease, or any extension or renewal thereof, remove all fixtures and
equipment which it has placed in the Premises, provided Tenant repairs all
damage to the Premises caused by such removal.
DESTRUCTION OF OR DAMAGE TO PREMISES
16. If the Premises are totally destroyed by storm, fire, lightning,
earthquake or other casualty, this Lease shall terminate as of the date of
such destruction and rental shall be accounted for as between Landlord and
Tenant as of that date. If the Premises are damaged but not wholly destroyed
by any such casualties, rental shall abate in such proportion as use of the
Premises has been destroyed and Landlord shall restore the Premises to
substantially the same condition as before damage as speedily as is
practicable, whereupon full rental shall recommence.
GOVERNMENTAL ORDERS
17. Tenant agrees, at its own expense, to comply promptly with all
requirements of any legally constituted public authority made necessary by
reason of Tenant's occupancy of the Premises. Landlord agrees to comply
promptly with any such requirements if not made necessary by reason of
Tenant's occupancy. It is mutually agreed, however, between Landlord and
Tenant that if in order to comply with such requirements, the cost to
Landlord or Tenant, as the case may be, shall exceed a sum equal to one
year's rent, then Landlord or Tenant who is obligated to comply with such
requirements may terminate this lease by giving written notice of termination
to the other party by certified mail, which termination shall become
effective sixty (60) days after receipt of such notice and which notice shall
eliminate the necessity of compliance with such requirements by giving such
notice unless the party giving such notice of termination shall, before
termination becomes effective, pay to the party giving notice all cost of
compliance in excess of one year's rent, or secure payment of said sum in
manner satisfactory to the party giving notice.
CONDEMNATION
18. If the whole of the Premises, or such portion thereof
as will make the Premises unusable for the purposes herein leased,
are condemned by any legally constituted authority for any public use or
purposes, then in either of said events the term hereby granted shall
cease from the date when possession thereof is taken by public authorities,
and rental shall be accounted for as between Landlord and Tenant as of said
date. Such termination, however, shall be without prejudice to the rights of
either Landlord or Tenant to recover compensation and damage caused by
condemnation from the condemnor. It is further understood and agreed that
neither the Tenant nor Landlord shall have any rights in any award made to
the other by any condemnation authority notwithstanding the termination of
the Lease as herein provided. Broker may become a party to the condemnation
proceeding for the purpose of enforcing his rights under this paragraph.
ASSIGNMENT AND SUBLETTING
19. Tenant shall not, without the prior written consent of Landlord, which
shall not be unreasonably withheld, 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 the Tenant. Consent to any assignment or
sublease shall not impair this provision and all inter assignments or
subleases shall be made likewise only on the prior written consent of
Landlord. The assignee of Tenant, at the option of Landlord, shall become
liable to Landlord for all obligations of Tenant hereunder, but no
sublease or assignment by Tenant shall relieve Tenant of any liability
hereunder.
EVENTS OF DEFAULT
20. The happening of any one or more of the following events (hereinafter
any one of which may be referred to as an "Event of Default") during the term
of this Lease, or any renewal or extension thereof, shall constitute a breach
of this Lease on the part of the Tenant: (A) Tenant fails to pay the rental
as provided for herein; (B) Tenant abandons or vacates the Premises; (C)
Tenant fails to comply with or abide by and perform any other obligation
imposed upon Tenant under this Lease; (D) Tenant is adjudicated bankrupt;
(E) 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; (F) Tenant, either voluntarily or
involuntarily, takes advantage of any debt or relief proceedings under the
present or future law, whereby the rent or any part thereof is, or is
proposed to be reduced or payment thereof deferred; (G) Tenant makes an
assignment for benefit of creditors; or (H) Tenant's effects are levied upon
or attached under process against Tenant, which is not satisfied or
dissolved within thirty (30) days after written notice from Landlord to Tenant
to obtain satisfaction thereof.
REMEDIES UPON DEFAULT
21. Upon the occurrence of an Event of Default, Landlord, in addition to
any and all other rights or remedies it may have at law or in equity, shall
have the option of pursuing any one or more of the following remedies:
(A) Landlord may terminate this Lease by giving notice of termination,
in which event this Lease shall expire and terminate on the date
specified such notice of termination, with the same force and effect as
though the date so specified were the date herein originally fixed as the
termination date of the term of this Lease, and all rights of Tenant under
this Lease and in and to the Premises shall expire and terminate, and Tenant
shall remain liable for all obligations under this Lease arising up to the
date of such termination and Tenant shall surrender the Premises to Landlord
on the date specified in such notice;
(B) Landlord may terminate this Lease as provided in paragraph 21(A)
hereof and recover from Tenant all damages Landlord may incur by reason of
Tenant's default, including, without limitation, a sum which, at the date of
such termination, represents the then value of the excess, if any, of (i) the
monthly rental and additional rent for the period commencing with the day
following the date of such termination and ending with the date hereinbefore
set for the expiration of the full term hereby granted, or (ii) the aggregate
reasonable rental value of the Premises (less reasonable brokerage commissions,
attorneys' fees and other costs relating to the reletting of the Premises) for
the same period, all of which excess sum shall be deemed immediately due and
payable;
(C) Landlord may, without terminating this Lease, declare immediately due
and payable all monthly rental and additional rent due and coming due under this
Lease for the entire remaining term hereof, together with all other amounts
previously due, at once; provided, however, that such payment shall not be
deemed a penalty or liquidated damages but shall merely constitute payment
in advance of rent for the remainder of said term; upon making such payment,
Tenant shall be entitled to receive from Landlord all rents received by
Landlord from other assignees, tenants and subtenants on account of the Premises
during the term of this Lease, provided that the monies to which Tenant shall
so become entitled shall in no event exceed the entire amount actually paid
by Tenant to Landlord pursuant to this clause (C) less all costs, expenses and
attorneys' fees of Landlord incurred in connection with the reletting of the
Premises; or
(D) Landlord may, from time to time without terminating this Lease, and
without releasing Tenant in whole or in part from Tenant's obligation to pay
monthly rental and additional rent and perform all of the covenants,
conditions and agreements to be performed by Tenant as provided in this
Lease, make such alterations and repairs as may be necessary in order to
relet the Premises, and, after making such alterations and repairs, Landlord
may, but shall not be obligated to, relet the Premises or any part thereof
for such term or terms (which may be for a term extending beyond the term of
this Lease) at such rental or rentals and upon such other terms and
conditions as Landlord in its sole discretion may deem advisable or
acceptable; upon such reletting, all rentals received by Landlord from such
reletting shall be applied first, to the payment of any indebtedness other
than rent due hereunder from Tenant to Landlord, second, to the payment of
any costs and expenses of such reletting, including brokerage fees and
attorneys' fees, and of costs of such alterations and repairs, third, to the
payment of the monthly rental and additional rent due and unpaid hereunder,
and the residue, if any, shall be held by Landlord and applied against
payments of future monthly rental and additional rent as the same may become
due and payable hereunder; in no event shall Tenant be entitled to any excess
rental received by Landlord over and above charges that Tenant is obligated
to pay hereunder, including monthly rental and additional rent; if such
rentals received from such reletting during any month are less than those to
be paid during the month by Tenant hereunder, including monthly rental and
additional rent, Tenant shall pay any such deficiency to Landlord, which
deficiency shall be calculated and paid monthly; Tenant shall also pay
Landlord as soon as ascertained and upon demand all costs and expenses incurred
by Landlord in connection with such reletting and in making any alterations and
repairs which are not covered by the rentals received from such reletting;
notwithstanding any such reletting without termination, Landlord may at any
time thereafter elect to terminate this Lease for such previous breach.
Tenant acknowledges that the Premises are to be used for commercial purposes,
and Tenant expressly waives the protections and rights set forth in Official
Code of Georgia Annotated Section 44-7-52.
EXTERIOR SIGNS
22. Tenant shall place no signs upon the outside walls or roof of the
Premises except with the written consent of the Landlord. Any and all signs
placed on the Premises by Tenant shall be maintained in compliance with
governmental rules and regulations governing such signs, and Tenant shall be
responsible to Landlord for any damage caused by installation, use or
maintenance of said signs, and all damage incident to such removal.
LANDLORD'S ENTRY OF PREMISES
23. Landlord may card the Premises "For Rent" or "For Sale" ninety (90)
days before the termination of this Lease. Landlord may enter the Premises at
reasonable hours to exhibit the Premises to prospective purchasers or tenants,
to inspect the Premises to see that Tenant is complying with all of its
obligations hereunder, and to make repairs required of Landlord under the
terms hereof or to make repairs to Landlord's adjoining property, if any.
EFFECT OF TERMINATION OF LEASE
24. No termination of this Lease prior to the normal ending thereof, by
lapse of time or otherwise, shall affect Landlord's right to collect rent for
the period prior to termination thereof.
SUBORDINATION
25. At the option of Landlord, Tenant agrees that this Lease shall
remain subject and subordinate to all present and future mortgages, deeds to
secure debt or other security instruments (the "Security Deeds") affecting
the Building or the Premises), and Tenant shall promptly execute and deliver
to Landlord such certificate or certificates in writing as Landlord may
request, showing the subordination of the Lease to such Security Deeds, and
in default of Tenant so doing, Landlord shall be and is hereby authorized and
empowered to execute such certificate in the name of and as the act and deed
of Tenant, due authority being hereby declared to be coupled with an
interest and to be irrevocable. Tenant shall upon request from Landlord at
any time and from time to time execute, acknowledge and deliver to Landlord a
written statement certifying as follows: (A) that this Lease is unmodified
and in full force and effect (or if there has been modification thereof, that
the same is in full force and effect as modified and stating the nature
thereof); (B) that in the best of its knowledge there are no unsecured
defaults on the part of Landlord (or if any such default exists, the specific
nature and extent thereof); (C) the date to which any rent and other charges
have been paid in advance, if any; and (D) such other matters as Landlord
may reasonably request. Tenant irrevocably appoints Landlord as its
attorney-in-fact, coupled with an interest, to execute and deliver, for and
in the name of Tenant, any documents or instruments provided for in this
paragraph.
QUIET ENJOYMENT
26. So long as Tenant observes and performs the covenants and
agreements contained herein, it shall at all times during the Lease term
peacefully and quietly have and enjoy possession of the Premises, but always
subject to the terms hereof.
NO ESTATE IN LAND
27. This Lease shall create the relationship of Landlord and Tenant
between the parties hereto. No estate shall pass out of Landlord. Tenant has
only a usufruct not subject to levy and sale, and not assignable by Tenant
except by Landlord's consent.
HOLDING OVER
28. If Tenant remains in possession of the Premises after expiration
of the term hereof, with Landlord's acquiescence and without any express
agreement of the parties, Tenant shall be a tenant at will at the rental rate
which is in effect at end of this Lease and there shall be no renewal of this
Lease by operation of law. If Tenant remains in possession of the Premises
after expiration of the term hereof without Landlord's acquiescence, Tenant
shall be a tenant at sufferance and commencing on the date following the date
of such expiration, the monthly rental payable under Paragraph 3 above shall
for each month, or fraction thereof during which Tenant so remains in
possession of the Premises, be twice the monthly rental otherwise payable
under Paragraph 3 above.
ATTORNEY'S FEES
29. In the event that any action or proceeding is brought to enforce any
term, covenant or condition of this Lease on the part of Landlord or Tenant,
the prevailing party in such litigation shall be entitled to recover
reasonable attorney's fees to be fixed by the court in such action or
proceeding, in an amount at lease equal to fifteen percent of any damages due
from the non-prevailing party. Furthermore, Landlord and Tenant agree to pay
the attorney's fees and expenses of (A) the other party to this Lease (either
Landlord or Tenant) if it is made a party to litigation because of its being
a party to this Lease and when it has not engaged in any wrongful conduct
itself, and (B) Broker if Broker is made a party to litigation because of its
being a party to this Lease and when Broker has not engaged in any wrongful
conduct itself.
RIGHTS CUMULATIVE
30. All rights, powers and privileges conferred hereunder upon parties
hereto shall be cumulative and not restrictive of those given by law.
WAIVER OF RIGHTS
31. No failure of Landlord to exercise any power given Landlord
hereunder or to insist upon strict compliances by Tenant of its 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.
AGENCY DISCLOSURE
32. Landlord and Tenant hereby acknowledge that Broker has acted as an
agent for Landlord in this transaction and will be paid a real estate
commission by Landlord.
BROKER'S COMMISSION
33. Broker has rendered valuable service by assisting in the creation of
the landlord-tenant relationship hereunder. The commission to be paid in
conjunction with the creation of the relationship by this Lease has been
negotiated between Landlord and Broker and Landlord hereby agrees a pay
Broker as compensation for Broker's services in procuring this Lease and
creating the aforesaid landlord-tenant relationship ( ) pursuant to a
separate commission agreement, or (X) follows: Forty Dollars ($40.00) per
month for the lease term or until Tenant vacates the premises, whichever
occurs first.
Broker's commission shall not apply to any "additional rental" as
that term is used in this Lease. Any separate commission agreement is hereby
incorporated as a part of this Lease by reference and any third party
assuming the rights and obligations of Landlord under this Lease shall be
obligated to perform all of Landlord's obligations to Broker under said
separate commission agreement. If the Tenant becomes a tenant at will or at
sufferance pursuant to Paragraph 28 above, or if the term of this Lease is
extended or if this Lease is renewed or if a new lease is entered into
between Landlord and Tenant covering either the Premises or any part thereof,
or covering any other premises as an expansion of, addition to, or
substitution for the Premises, regardless of whether such premises are
located adjacent to or in the vicinity of the Premises, Landlord, in
consideration of Broker's having assisted in the creation of the
landlord-tenant relationship, agrees to pay Broker additional commissions as
set forth below, it being the intention of the parties that Broker shall
continue to be compensated so long as the parties hereto, their successors
and/or assigns continue the relationship of landlord and tenant which
initially resulted from the efforts of Broker, whether relative to the
Premises or any expansion thereof, or relative to any other premises leased
by Landlord to Tenant from time to time, whether the rental therefor is paid
under this Lease or otherwise. Broker agrees that, in the event Landlord
sells the Premises, and upon Landlord's furnishing Broker with an agreement
signed by the purchaser assuming Landlord's obligations to Broker under this
Lease, Broker will release the original Landlord from any further obligations
to Broker hereunder. If the purchaser of the Premises does not agree in
writing to assume Landlord's obligations to Broker under this Lease, Landlord
will remain obligated to pay Broker the commissions described in this
Paragraph 33 even after the expiration of the original term of this Lease if
the purchaser (A) extends the term of this Lease; (B) renews this Lease; or
(C) enters into a new lease with Tenant covering either the Premises or any
part thereof, or covering any other premises as an expansion of, addition to,
or substitution for the Premises, regardless of whether such premises are
located adjacent to or in the vicinity of the Premises. Voluntary
cancellation of this Lease shall not nullify Broker's right to collect the
commission due for the remaining term of this Lease and the provisions
contained hereinabove relative to additional commissions shall survive any
cancellation or termination of this Lease. In the event that the Premises are
condemned, or sold under threat of and in lieu of condemnation, Landlord
shall, on the date of receipt by Landlord of the condemnation award or sale
proceeds, pay to Broker the commission, reduced to its present cash value at
the existing legal rate of interest, which would otherwise be due to the end
of the term contracted for under Paragraph 2 above.
LIMITATION OF BROKER'S SERVICES AND DISCLAIMER
34. Broker is a party to this Lease for the purpose of enforcing its
rights under Paragraph 33 above. Tenant must look solely to Landlord in
regards to all covenants, agreements and warranties herein contained, and
Broker shall never be liable to Tenant in regard to any matter which may
arise by virtue of this Lease. It is understood and agreed that the
commissions payable to Broker under Paragraph 33 above are compensation
solely for Broker's services in assisting in the creation of the
landlord-tenant relationship hereunder; accordingly, Broker is not obligated
hereunder on account of payment of such commissions to furnish any management
services for the Premises. Landlord and Tenant acknowledge that the Greater
Atlanta Commercial Board of REALTORS, Inc. has furnished this Commercial
Lease Agreement form to its members as a service and that it makes no
representation or warranty as to the enforceability of this Commercial Lease
Agreement form.
PURCHASE OF PROPERTY BY TENANT
35. In the event that Tenant acquires title to the Premises or any
part thereof, or any premises as an expansion of, addition to or substitution
for the Premises at any time during the term of this Lease, or any renewals
thereof, or within six (6) months after the expiration of the term hereof or
the extended term hereof, Landlord shall pay Broker a commission on the sale
of the Premises in lieu of any further commission which otherwise would have
been due under this Lease. Such commission, as negotiated between the
parties, shall be N/A percent (N/A%) of the gross sales price, payable
in full at closing.
ENVIRONMENTAL LAWS
36. Landlord represents to the best of its knowledge and belief,
(A) the Premises are in compliance with all applicable environmental laws,
and (B) there are not excessive levels (as defined by the Environmental
Protection Agency) of radon, toxic waste or hazardous substances on the
Premises. Tenant represents and warrants that Tenant shall comply with all
applicable environmental laws and that Tenant shall not permit any of his
employees, brokers, contractors or subcontractors, or any person present on
the Premises to generate, manufacture, store, dispose or release on, about,
or under the Premises any toxic waste or hazardous substances which would
result in the Premises not complying with any applicable environmental laws.
TIME OF ESSENCE
37. Time is of the essence of this Lease.
DEFINITIONS
38. "Landlord" as used in this Lease shall include the undersigned,
its heirs, representatives, assigns and successors in title to the Premises.
"Tenant" shall include the undersigned and its heirs, representatives,
assigns and successors, and if this Lease shall be validly assigned or
sublet, shall include also Tenant's assignees or subtenants as to the
Premises covered by such assignment or sublease. "Broker" shall include the
undersigned, its successors, assigns, heirs and representatives. "Landlord",
"Tenant" and "Broker" include male and female, singular and plural,
corporation, partnership or individual, as may fit the particular parties.
NOTICES
39. All notices required or permitted under this Lease shall be in
writing and shall be personally delivered or sent by U.S. Certified Mail,
return receipt requested, postage prepaid. Broker shall be copied with all
required or permitted notices. Notices to Tenant shall be delivered or sent
to the address shown below, except that upon Tenant's taking possession of
the Premises, then the Premises shall be Tenant's address for notice
purposes. Notices to Landlord and Broker shall be delivered or sent to the
addresses hereinafter stated, to wit:
Landlord: Athens Associates Limited, c/o Eva Sperber-Porter,
8630 E. Via de Ventura #210, Scottsdale, AZ 85258
Tenant: Perfect Copy, Inc., 322 Oak Street, Suite 1,
Gainesville, GA 30501
Broker: Boswell Properties, Inc., ATTN: Jamie Boswell,
P. O. Box 1823, Athens, GA 30603
All notices shall be effective upon delivery. Any party may change his notice
address upon written notice to the other parties.
ENTIRE AGREEMENT
40. This Lease contains the entire agreement of the parties hereto, and
no representations, inducements, promises or agreements, oral or otherwise,
between the parties, not embodied herein, shall be of any force or effect.
No subsequent alteration, amendment, change or addition to this Lease, except
as to changes or additions to the Rules and Regulations described in
paragraph 7, shall be binding upon Landlord or Tenant unless reduced to
writing and signed by Landlord and Tenant.
SPECIAL STIPULATIONS
41. Any special stipulations are set forth in the attached Exhibit N/A.
Insofar as said Special Stipulations conflict with any of the foregoing
provisions, said Special Stipulations shall control.
42. Landlord agrees to allow Tenant access to the subject property not
later that February 3, 1998 for the purpose of removal of trash and to
prepare subject property for occupancy by March 1, 1998.
Tenant acknowledges that Tenant has read and understands the terms of this
Lease and has received a copy of it.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, in triplicate.
LANDLORD: ATHENS ASSOCIATES LIMITED
(SEAL)
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(SEAL)
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Date and time executed by Landlord:
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TENANT: PERFECT COPY, INC.
(SEAL)
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(SEAL)
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Date and time executed by Tenant:
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BROKER: BOSWELL PROPERTIES, INC.
(SEAL)
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(SEAL)
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Date and time executed by Broker:
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