LEASE
State of Georgia
County of Cherokee
This LEASE AGREEMENT is made this 8th day of
November, 2000, by and between White Mountain
Partners, Inc., hereinafter referred to as either
Party of the First Part or LESSOR, and XXXXX FINANCIAL
GROUP, INC. the LESSEE, hereinafter referred to as
Lessee or Tenant.
1. Premises
Lessor does hereby rent and lease to Lessee the
following described office space in the Parkway 000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx.
BUILDING NUMBER: 000 XXXXXXX 000, Xxxxx 000
Rent shall be as follows:
$7050.00/year
2. Term and delivery of Possession
The term of this lease shall begin on the 8th Day of
November, 2000 and will expire on midnight of the 30th
Day of November, 2005. Prior to commencement, in the
event of an agreement by Lessor to improve the
premises for Lessee, said improvements will be
completed pursuant to a Construction Rider prior to
the beginning date of the term hereof. Lessor shall
have no duty to improve or modify the premises unless
the Parties execute a Construction Rider and it is
attached hereto. Lessor will be deemed to have
delivered the premises to Lessee when Lessor has given
to Lessee ten (10) days Notice that Lessor has
completed (or will substantially complete within 10
days of such Notice) any applicable improvements set
out in any Construction Rider, subject only to
completion of Lessor's architect's and/or contractor's
"punch list" of items which do not materially
interfere with Lessee's use and enjoyment of the
premises.
If lessor cannot deliver the premises to Lessee/Tenant
on the 8th Day of November, 2000, this lease will not
be void or voidable and Lessor will not be liable to
Tenant for any damages of any nature whatsoever in
connection therewith. In the event the delay of
delivery of the premises is due to the delay(s) of
Lessor, rent will be waived by Lessor for the period
between the date in the preceding sentence for
delivery of possession and the actual delivery of
premises to Lessee/Tenant: HOWEVER, in the event the
delivery of leased premises on the date in the
preceding sentence is due to the fault of Lessee's
delay(s), then rent shall NOT be waived. No delay in
delivery shall extend the term hereof.
3. Option to Extend
There shall be no option to extend this agreement, the
Parties agreeing that all terms hereof shall be newly
negotiated by the Parties at the expiration hereof, in
the event Lessee/Tenant elects to remain in the
premises. In the event no new agreement is made,
Lessee/Tenant shall immediately vacate the premises
upon the expiration of the term hereof.
4. Holding Over
If Lessee remains in possession after the expiration
of this Agreement and does so WITH Lessor's
acquiescence and without any distinct and written
agreement between the parties, then the terms of this
Paragraph shall govern the relations of the Parties,
Notwithstanding the expiration of the term hereof, and
Lessee shall be a tenant at will. There shall be no
renewal of this lease by operation of law under any
circumstances whatsoever.
5. Surrender of the Premises
The Lessee will provide Lessor with at least 60
(sixty) calendar days written notice prior to the
expiration of the term hereof that Lessee will either
renew the lease effective upon the expiration of the
term of this agreement, or that Lessee will move from
the premises at the expiration of the term of this
agreement. In the event that the Lessee does not
agree to renew the lease within 60 days prior to the
expiration of the term hereof and has not executed
same within 60 days prior to the expiration of the
term hereof, then Lessor may proceed to market the
premises, showing same at reasonable times during
business hours to prospective new tenants.
In the event Lessee is holding over under the terms of
Paragraph 4 above, then Lessor may, as of right,
demand vacation of the premises within 30 days of
Notice of same at any time during a "holding over"
situation.
Upon Lessee's surrender of the premises at the
expiration hereof, or the termination hereof as set
out hereinafter, or at the vacation of the premises in
a "holding over" situation as set out hereinabove.
Lessee shall return the keys to the premises to Lessor
or Lessor's designated Agent, and the premises shall
be returned to Lessor in the same condition as at the
commencement of the term hereof, normal wear and tear
only being excepted.
6. Rental
Lessee shall pay to Lessor at his Office in Woodstock,
Georgia (or to any other person or at any other
location designated by Lessor in writing to Lessee)
promptly and on the first date of each month during
the term hereof rent as set out hereinbelow. If the
commencement date of this agreement is other than the
first day of the month, then monthly rent to Lessor
for such fractional month shall be pro-rated. See
Paragraph 1 above for rental rates.
7. Anniversary Terms
This Paragraph is deleted.
8. Late Payment Change
Rental payments are due hereunder each month on the
first day of each month. If rent is not received by
the fifth day of a month, then a late fee of ten
percent (10%) of the monthly rent shall automatically
accrue and be due from Lessee in addition to the
specified monthly rent. Failure to pay rent when due,
notwithstanding the provisions hereinabove for late
payments shall constitute an irrefutable presumption
of default under the terms of this agreement,
notwithstanding any prior acceptance of late payments
hereunder by Lessor from Lessee, and Lessor shall not
be required to accept any late payment, with or
without a late fee, after the due date of the first of
the month, notwithstanding any prior forbearance's by
Lessor in this regard, regardless of the number of any
such forbearance's.
Upon failure to pay by the first of the month, Lessor
may demand vacation of the premises because of default
hereunder within 30 days of the failure to pay,
notwithstanding any other provision herein.
9. Common Areas
This Paragraph is deleted.
10. Utilities
Lessor shall furnish to Lessee, free of charge, the
following utilities and/or services (if any):
1. Air Conditioning;
2. Heat;
3. Water;
4. Telephone Hardware (telephone only);
5. Receptionist;]
6. Conference Room (reservation basis);
7. Weekly Janitorial Services;
Lessee shall be and is herby designated as being
solely responsible for obtaining all other utilities
and/or services to the premises, and for paying
deposits in connection therewith. $165.000 non-
refundable deposit is required for all phone service
set up charges. Any changes or extra lines added will
be at the lessee's expense to be billed by Lessor's
communications company.
11. Insurance
Lessor shall carry adequate insurance on the premises
only. The Lessee shall be responsible for Lessee's
own insurance on the personal property of Lessee and
Lessee's employees, licensees, and other invitees, and
for personal injury to Lessee, Lessee's employees,
invitees, licensees or other visitors. Lessee
expressly agrees hereby that Lessee shall hold
harmless and fully indemnify Lessor for any harm or
damage to the person or property of Lessee, Lessee's
employees, invitees, licensees or other visitors in
the premises or common areas, Lessee also hereby
expressly agreeing (but without limitation hereby) to
hold harmless the Lessor for any harm, damage or
injury to person or property which occurs through
Lessee's negligent operation of the premises.
12. Security Deposit
Lessee shall deposit with Lessor upon the execution of
this Lease Agreement by lessor a Security Deposit in
the amount of One Month's Rent as set out hereinabove
as the monthly rent for the first year hereof, said
amount being: $, to be paid in full. Said Security
Deposit shall be held by Lessor or Lessor's Agent to
be non-refundable should lease not be executed, but
refunded to Lessee without interest thereon at the
expiration or termination of this lease SO LONG AS
there is no damage to the premises, normal wear and
tear excepted.
13. Attorney's Fees
Lessee agrees hereby to pay any and all reasonable
attorney's fees incurred by Lessor in connection with
enforcing any of the obligations of Lessee hereunder,
or incurred by Lessor in any litigation in connection
herewith in which Lessor may become involved through
or on account of this lease.
14. Use
The premises shall be used only as office space and
for related purposes and for no other purposes
whatsoever. The premises shall not be used for any
illegal purposes under any circumstances. Nor shall
the premises be used to violate any rules, law or
statue of any governmental body or entity or duly
constituted authority or regulatory body or agency,
nor in any manner which shall be in violation of the
insurance obtained by the Parties hereunder as set out
hereinabove, or to cause an increase in the rates of
same. Lessee hereby expressly agrees to comply with
all municipal, county, state and federal rules,
regulations laws, ordinances, etc. applicable in any
way to Lessee's occupancy of the premises.
15. Acceptance
Lessee accepts the premises in the condition in which
premises are at present, and is suited for their
intended use by Lessee. Lessor shall not be required
to make any repairs or improvements to the premises
except structural repairs necessary for safety.
16. Repairs
If restorations, or replacements, they may be made by
Lessor at the expense of the Lessee and such expense
(including an additional fifteen percent (15%) for
Lessor's overhead) will be collectible as additional
rent and will be paid by Lessee within fifteen (15)
days after delivery of a statement for such expense to
Lessee.
17. Alterations
This Paragraph is deleted.
18. Inspections
Lessor may enter the premises at reasonable hours:
1. To exhibit same to prospective purchasers or
tenants:
2. To inspect Premises to see that Lessee is
complying with all his/her obligations hereunder;
3. To make repairs required by Lessor under the
terms hereof for repairs or modifications to
adjoining space.
19. Default/Remedies
In the event:
4. The rent specified hereinabove is not paid at the
time and place when and where due within five
days after written notice by Lessor to Lessee
that the rent is due and unpaid; or
5. The leased Premises shall be deserted or vacated;
or
6. The Lessee shall fail to comply with any Rules
and Regulation now or hereafter established for
the government of this building by Lessor or any
Condominium Association governing same, and shall
not cure such failure to comply within ten (10)
days of demand by Lessor or such Association to
comply therewith; or
7. Any petition is filed by or against Lessee under
any section or chapter of the U. S. Bankruptcy
Code as amended; or
8. Lessee shall become insolvent or make a transfer
in fraud; or
9. Lessee shall make any assignment for benefit of
creditors; or
10. A receiver is appointed for a substantial part of
the assets of Lessee; or
11. The leasehold interest is levied on under
execution;
Lessor shall then have the option to do any of the
following, in addition to (and not in limitation of)
any other remedy permitted by law or by this lease:
a. Terminate this lease, in which event Lessee
shall immediately surrender the Premises To
Lessor; but if Lessee fails to do so, Lessor
may, without further notice and prejudice to
any other remedy Lessor may have for
possession or arrearages in rent or damages
for breach of contract, enter upon the
Premises and expel or remove Lessee and his
effects, by force if necessary, without
being liable to criminal prosecution or any
civil claim for damage therefore (LESSEE
EXPRESSLY AND KNOWINGLY WAIVING ANY AND ALL
SUCH CLAIMS WHICH MAY ARISE IN SUCH
SITUATION, LESSEE'S WAIVER OF SAME BEING AN
ESSENTIAL BASIS OF THIS AGREEMENT); and
Lessee agrees to indemnify Lessor for all
loss and damage which Lessor may suffer by
reason of such lease termination, whether
through inability to relet Premises, or
through decrease in rent, or otherwise; in
the event of such termination Lessor may, at
his option, declare the entire amount of the
rent which would become due and payable
immediately, in which event Lessee agrees to
pay the same at once, together with all
rents theretofore due, at the office of the
Lessor; provided, however that such payments
shall not constitute a penalty or forfeiture
or liquidated damages, but shall merely
constitute payment in advance of the rent
for the remainder of said term. Upon making
such payment, Lessee shall receive from
Lessor all rents received by Lessor from
other tenants on account of said Premises
during the term of this lease, provided,
however, that the monies to which Lessee
shall so become entitles shall in no event
exceed the entire amount payable by Lessee
to Lessor under the preceding sentence of
this subparagraph.
b. Enter the leased Premises as the agent of
the Lessee, by force if necessary, without
Being held liable to prosecution or any
claim for damages therefore, and relet the
Premises as the agent of the Lessee, and
receive the rent therefore, and the Lessee
shall pay the Lessor any deficiency that may
arise by reason of such releting, on demand
at any time and from time to time at the
office of Lessor.
Pursuit of any of the foregoing remedies shall not
preclude pursuit of any of the other remedies provided
by law not expressly set out in this Agreement
accruing to Lessor.
20. Destruction or Damages
Should the demised Premises be so damaged by fire, or
other cause that rebuilding or repairs cannot be
completed within one hundred eighty (180) days from
the date of such damage, then either Lessor or Lessee
may terminate this lease, in which event rent shall be
abated from the date of such damage or destruction.
However, if the damage or destruction is such that
building or repairs can be completed within one
hundred eighty (180) days, the Lessor covenants and
agrees to make such repairs with reasonable promptness
and dispatch and to allow Lessee an abatement in the
rent for such time as the building is untenantable and
proportionately for such portion of the leased
Premises as shall be untenantable and the Lease
covenants and agrees that the terms of this lease
shall not be otherwise affected.
21. Condemnation
If the whole or any part of demised Premises shall be
taken or condemned by any competent authority for any
public use or purpose, then and in that event, the
term of this lease shall cease and terminate from the
date when the possession of the part so taken shall be
required for such use or purpose, and the entire
amount of the condemnation award shall be paid to
Lessor. The current rental, however, shall in such
case be apportioned.
22. Subordinate to Debt
This lease shall be subordinate to any Deed to Secure
Debt executed by Lessor, either now or in the future.
23. Sign
The Lessor will provide a sign for the Lessee which
shall be of a style in keeping with the signs used by
the other tenants and the Lessee agrees that he/she
shall place no other sign on the Premises other than
the sign which is provided by the Lessor enumerating
tenants in the Building 285 Suites.
24. Entire Agreement
This lease contains the entire agreement of the
parties and no representation or agreements, oral or
otherwise, between the parties not embodied herein
shall be of any force or effect. No failure of Lessor
to exercise any power given Lessor, hereunder, or to
insist upon strict compliance by Lessee of any
obligation hereunder, and no custom or practice of the
parties at variance with the terms hereof shall
constitute a waiver of Lessor's right to demand exact
compliance with the terms hereof.
25. Usufruct Only
This contract shall create the relationship of
landlord and tenant between Lessor and Lessee; no
estate shall pass out of Lessor; Lessee has only a
usufruct, not subject to levy and sale.
26. Premises Relocation
Lessor reserves the right to relocate the premises to
substantially comparable space within the business
center. Lessor will give Lessee written notice of its
intention to relocate the premises, and lessee will
complete its relocation within thirty (30) days after
Lessor's notice. The base monthly rent of the new
space will not exceed the base monthly rent for the
former premises. If Lessee does not want to relocate
its premises, Lessee may terminate this lease
effective as of thirty (30) days after Lessor's
initial notice.
27. Premises Relocation cont.
Upon Lessee's vacation and abandonment of the
premises, Lessor will pay to Lessee a sum equal to one
monthly installment of the base monthly rent payable
under this lease, and will return the unused portion
of the security deposit and Lessor's and Lessee's
obligation to each other will then end.
Lessee agrees to assert no claim of any nature against
Lessor in connection with such relocation or moving.
If Lessee does relocate within the business center,
then effective on the date of such relocation this
lease will be amended by deleting the description of
the original premises and substituting for it a
description of such comparable space. Lessor agrees
to pay the reasonable costs of moving Lessee to such
other space within the business center.
It the Lessor, or any subsequent owner of the
premises, sells the premises, its liability for the
performance of its agreements in this lease will end
on the date of the sale of the Premises and the Lessee
will look solely to the purchaser for the performance
of those agreements. Lessor may sell and assign this
Lease as a part of any such sale.
28. Governing Law/Construction
This Lease and all relevant incorporated or reference
documents in connection herewith shall be governed by
the laws of the State of Georgia. The Parties hereby
expressly agree that this Lease shall not be construed
automatically against Lessor, notwithstanding Lessor's
drafting of same.
29. Addendum
NONE
