STATE OF LOUISIANA
PARISH OF JEFFERSON
LANDLORD THIS LEASE AGREEMENT made and entered into on this 29th
day of February, 2000, between XXXXXXX BUILDING
ENTERPRISE, L.L.C., whose address for purposes hereof
is 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx 00000
(hereinafter called "Landlord"), and
TENANT XXXXXXX ENTERPRISES, INC. whose address for purposes
hereof is 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxx 00000 (hereinafter called "Tenant"):
WITNESSETH:
LEASED 1. Subject to, and upon the terms, provisions and
PREMISES conditions hereinafter set forth, and each in
consideration of the duties, covenants, and obligations
of the other hereunder, Landlord does hereby lease,
demise, and let to Tenant, and Tenant does hereby lease
from Landlord those certain premises ("the Premises")
on the 1st, 4th and 5th floors in a five (5) story
office building ("the Building") known as XXXXXXX
BUILDING, located on Square 63-A, Metairieville,
Xxxxxxxxx Xxxxxx, Louisiana, bounded by Veterans
Memorial Boulevard, Lake Avenue, Paris Avenue and
Pontchartrain Levee District Right-of-Way, such
Premises being more particularly reflected on the floor
plans attached, all shown as Exhibit "A", and
stipulated to contain approximately 860 square feet of
rentable area (RSF) on the ground floor, 18,264 RSF on
the 4th floor and 21,485 RSF on the 5th floor.
TERM 2. Subject to and upon the terms and conditions set
forth herein, or in any Exhibit or Addendum hereto,
this Lease for the 5th floor space will continue in
force for a term of sixty (60) months commencing
October 1, 1999; the lease for the 4th floor and ground
floor will continue in force for a term of twelve (12)
months commending October 1, 1999, unless extended
further by written agreement. In the event the Building
should not be ready for occupancy by said commencement
date for any reason, Landlord shall not be liable or
responsible for any claims, damages, or liabilities in
connection therewith or by any reason thereof. This
Lease shall be effective from the time that possession
of the Premises is given to Tenant or the Premises are
ready for occupancy by Tenant, whichever shall occur
first, which date shall be the date of commencement
of the term of said Lease. In such event, rental
under said Lease shall not commence until said
1
revised commencement date, and the stated term in said
Lease shall thereupon commence and the expiration date
shall be extended so as to give effect to the full
stated term. Should the term of this Lease commence on
a date other than that specified in this paragraph,
Landlord and Tenant will, at the request of either,
execute a declaration specifying the beginning date of
the term of said Lease.
USE 3. The Premises are to be used and occupied by Tenant
solely for the purposes of office space. Tenant agrees
not to occupy or use, or permit any portion of the
Premises to be occupied or used for any business or
purpose which is unlawful, disreputable or deemed to be
extra-hazardous, or permit anything to be done which
would in any way increase the rate of fire insurance
coverage on said Building and/or its contents.
BASE RENTAL 4. Tenant agrees to pay to Landlord as Base Rental,
without deduction or setoff, the monthly sum of
$26,856.25 for the 5th floor and $25,498.67 for the
4th and ground floors, for a total of $52,354.92
monthly, all payable in advance on the first day of
each month. If the term of this Lease as heretofore
established commences on other than the first day of
the month or terminates on other than the last day of
the month, then the installment of Base Rental for such
month or months shall be pro-rated and the installment
or installments so pro-rated shall be paid in advance.
All past due installments of rent shall bear interest
at the maximum allowable rate from date due until paid.
RENTABLE 5. The Rentable Area for a full floor of
AREA the Building shall be the area bounded by the
exterior Building walls (measured to the interior
surface of the glass windows) excluding the area
used for Building stairs, vertical ducts, elevator
shafts, flues, vents, stacks and pipe shafts but
including the area used for elevator lobbies,
building lobbies, corridors, special stairways,
restrooms, mechanical rooms, telephone rooms, and the
structural columns of the Building and all vertical
penetrations for the special use of Tenant. The
Rentable Area for the Premises shall be the
total Rentable Area calculated for the floor or
floors to be occupied by Tenant or where only a
portion of a floor is to be occupied, the
Rentable Area for the Premises shall be the area
calculated within the boundaries defined by any
exterior Building walls bounding the Premises
(measured to the interior surface of the glass windows),
the center line of any common walls separating
the Premises from area leased or to be leased to
other Tenants and the exterior of any walls separating
the Premises from any public corridors or other
2
public or common areas on such floor plus a pro-
rata portion of the area used for elevator lobbies,
building lobbies, corridors, restrooms, mechanical
rooms and telephone rooms.
ADJUSTMENT 6. Landlord's total cost of operating the Building for
OF RENT the Base Year shall be assigned a value equal
to the Building's total cost of operation, hereinafter
defined as Provision 7 of this Lease. Base year
shall be defined as the full calendar year in which
commencement date of this Lease occurs. In the
event Landlord's costs of operating the Building for
the first full calendar year after the Base Year, or
any subsequent calendar year, shall exceed Landlord's
cost of operating the Building for the Base Year,
Tenant shall pay to Landlord as additional rent for
such succeeding calendar year after the Base Year, or
such subsequent calendar year, as the case may be,
Tenant's proportionate share in the increase of such
operating costs.
The proportionate share to be paid by Tenant is the
percentage which the rentable square feet of its Leased
Premises bears to the total rentable square feet
contained in the Building, which is hereby defined as
128,687 square feet, of which the Leased Premises are
a part.
For each calendar year during the term of the Lease
subsequent to the Base Year, Landlord shall provide
Tenant a comparison of the Base Year costs and the
projected costs for the current year on or about
January 15 of such current year. If the current costs
are projected to be greater than the Base Year costs,
Tenant shall pay as additional rent each month,
commencing the month following receipt of such
projection, one-twelfth (1/12th) of Tenant's
Proportionate Share of Landlord's Total Additional
Costs of Operation, plus the retroactive amount due
from the first (1st) day of the current year through
the month preceding the month the proportionate share
is due.
On or about March 15 of each year during the
term of this Lease, Landlord shall also furnish
Tenant an itemized statement in reasonable detail
of Landlord's actual Total Cost of Operation for
the preceding calendar year. Landlord's actual
Total Cost of Operation for such calendar year
shall be adjusted to reflect what said costs would
have been if Building had been 100% occupied. Tenant
shall be credited with prior projected costs
received by Landlord. If credits to Tenant exceed
Tenant's Proportionate Share of Landlord's Total
Additional Cost of Operation, Tenant shall receive
from Landlord a check in the amount of overpayment. In
3
the event that actual costs exceed any prior payment by
Tenant of projected costs, Tenant shall, within
fifteen (15) days after receipt of said statement, pay
to Landlord the amount of underpayment.
Any additional rent paid pursuant to this paragraph
shall be deemed original rent, affording Landlord all
privileges pertaining to the enforcement and collection
of rents hereunder.
OPERATING 7. The phrase "Total Cost of Operation", as used
EXPENSES herein, shall mean all expenses, costs, and
DEFINED disbursements of every kind and nature which Landlord,
or its agents, shall pay or become obligated to pay
in connection with the operation, service, maintenance,
ownership and/or repair of the Building, to include
exterior parking area, and landscaping, determined in
accordance with generally accepted accounting
principles, including by way of example, but not by way
of limitation, the following:
a) wages and salaries of all employees engaged in
the operation and maintenance of the Building;
employer's Social Security taxes, unemployment
taxes or insurance, and other taxes which may
be levied on such wages and salaries; the cost
of disability and hospital insurance and pension
or retirement benefits for such employees and
other benefits relating to the cost of all labor;
b) cost of all supplies, materials and tools used
in the operation, maintenance and security of the
Building;
c) cost of all utilities for the Building,
exterior parking area, and landscaping including
water, power, heat, light, air conditioning and
ventilation;
d) cost of all management fees, and maintenance
and service agreements, including but not limited
to, equipment, security, window cleaning and
elevator maintenance;
e) cost of insurance applicable to Building and
Land and Landlord's personal property used in
connection therewith;
f) cost of repairs, replacements and general
maintenance, exclusive of expenses for alterations
attributable solely to specific Tenants of the
Building, but including a reasonable amortization
charge on account of any capital expenditure
incurred to effect a reduction in the other
Operating Expenses of the Building;
4
g) all taxes and assessments and governmental
charges, whether federal, state, parish or
municipal, and any other taxes and assessments
attributable to the Land and Building or its
operations, excluding, however, federal, state
and parish taxes on income;
h) costs of all janitorial and other services;
i) costs of any and all licenses, permits and
inspection fees or assessments;
j) in the event that during the term hereof, a tax
is placed on or assessed against rentals or
receipts per se from the Premises, the Base
Rental shall be increased immediately by the
amount of such tax.
SERVICES TO 8. Landlord covenants and agrees with Tenant:
BE FURNISHED
BY LANDLORD a) To furnish the electricity, gas and water
utilized in operating any and all facilities
serving the Premises, except as otherwise provided
herein; routine maintenance; painting, and
electric lighting service for all public areas and
special service areas of the Building in the
manner and to the extent deemed by Landlord to be
standard.
b) To furnish Tenant, while occupying the
Premises:
(i) Water at those points of supply provided
for general use of Tenants in the Building;
Central Heat and Air Conditioning in season,
and at such times as Landlord normally
furnishes these services to other Tenants
in the Building (see Exhibit "B"), and at
such temperatures and in such amounts as
are considered by Landlord to be standard and
subject to Government regulations, laws,
edicts, etc. Landlord will furnish janitorial
service as set forth in Exhibit "D".
(ii) Proper electric facilities and
electricity for normal lighting and
typewriter, voice writers, recording
equipment, calculating machines and other
machines of similar low electrical
consumption; provided, however, that
Tenant shall bear the utility costs
occasioned by lighting in excess of
5
Building Standard as specified in Exhibit "C"
attached hereto, and electro-data processing
machines, computers, duplicating equipment,
and similar machines of high electrical
consumption, including additional air
conditioning and wiring costs attributable
thereto.
c) To furnish Tenant, free of charge, with two (2)
keys for each corridor door entering the Premises,
and additional keys will be furnished at a
reasonable charge by Landlord on an order signed
by Tenant or Tenant's authorized representative.
All such keys shall remain the property of
Landlord. No additional locks shall be allowed on
any door of the Premises, and Tenant shall not
make nor permit to be made, any duplicate keys,
except those furnished by Landlord. Upon
termination of this Lease, Tenant shall surrender
to Landlord all keys of the Premises, and give to
Landlord the explanation of the combinations of
all locks for safes, safe cabinets, and vault
doors, if any, in the Premises.
d) Landlord will provide operatorless automatic
passenger elevator service in common with Landlord
and other tenants daily during standard Building
operating hours as set forth in Exhibit "B", and
daily freight elevator service in common with
Landlord and other tenants at reasonable hours to
be determined by Landlord.
e) Landlord shall use its best efforts to
maintain customary building security and to
control access to the Building, including control
of access to the truck loading area and service
elevator, but Landlord shall not be liable to
Tenant for losses due to theft or burglary, or
for damages done by unauthorized persons on the
Premises unless due to Landlord's willful act.
Landlord does not warrant that any defined service will
be free from interruptions resulting from repairs,
renewals, improvements, changes of service,
alterations, strikes, lockouts, labor controversies,
accidents, inability to obtain fuel, steam,
water or supplies or other causes beyond the
reasonable control of Landlord. Should any of
the equipment or machinery breakdown, or for any
reason cease to function properly, Landlord shall
use reasonable diligence to repair same promptly,
but Tenant shall have no claim for rebate of
rent or damages on account of any interruptions in
6
service occasioned thereby or resulting therefrom.
Failure by Landlord to any extent to furnish these
defined services, or any cessation thereof, shall not
render Landlord liable in any respect for damages to
either person or property, nor be construed as an
eviction of Tenant, nor work abatement of rent, nor
relieve Tenant from fulfillment of any covenant or
agreement hereof.
PEACEFUL 9. Tenant shall, and may peacefully have, hold, and
ENJOYMENT enjoy the Premises, subject to the other terms
hereof, provided that Tenant pays the rental herein
and has complied with all of Tenant's covenants and
agreements herein contained.
INITIAL PREMISES 10. In preparing the Premises for occupancy by Tenant,
CONSTRUCTION Landlord at its expense will furnish and install a
completed shell of Building, including: all common
areas, and the common area side of Tenant demising
walls where required, the inside surface of the solid
portion of the exterior curtain wall, and, as further
described in Exhibit "C", heating, ventilating, air
conditioning, ceiling grid, ceiling tile and light
fixtures. The Premises described herein shall be
accepted by Tenant "as is" and Landlord shall have no
further obligation for any leasehold improvements.
11. Tenant covenants and agrees with Landlord:
PAYMENTS BY a) To pay all rent and sums provided to be paid to
TENANT Landlord hereunder at the times in a manner herein
provided, time being of the essence.
REPAIRS BY b) Unless otherwise expressly stipulated herein,
LANDLORD Landlord shall not be required to make any
improvements or repairs of any kind or character
on the Premises during the term(s) of this Lease,
except such repairs to the roof, exterior building
walls and slabs, and common areas of the Building,
including lighting, electrical, heating, air
conditioning, ventilation, elevator, and plumbing
equipment as may be necessary to keep them in
serviceable condition. Landlord's obligation for
maintenance of items other than building standard
items and maintenance of items other than building
standard will be performed by Landlord only upon
Tenant's request and at Tenant's expense.
REPAIRS BY c) To pay to Landlord as additional rent hereunder,
TENANT the cost of repairing or replacing any damage or
injury done to the Building, or the Premises, or
any part thereof, or equipment contained therein,
caused by Tenant or Tenant's agents, employees,
invitees or visitors, or relating in any
7
way to the presence on the premises of any
machinery, equipment or other property which is
in the care, custody or control of any of the
aforesaid parties, whether or not said damage or
injury is the result of any vice or defect in said
machinery, equipment or property; failure to pay
any such costs within thirty (30) days of being
billed therefore shall be an event of default
for nonpayment of rent hereunder, for which
Landlord may have all the remedies provided herein
and by law.
WASTE AND d) Not to commit or allow any waste or damage to
DAMAGE: be committed on any portion of the Premises, and
SURRENDER at the termination of this Lease, by lapse of
OF PREMISES time or otherwise, to deliver said Premises to
Landlord in as good condition as at date of
possession by Tenant, ordinary wear and tear
excepted, and upon such termination of this Lease,
Landlord shall have the right to re-enter and
resume possession of the Premises.
ASSIGNMENT e) Not to assign this Lease or sublet the
OR SUBLEASE Premises or any part thereof without the written
consent of Landlord, which shall not be
unreasonably withheld. In no event shall any such
Assignment or Sublease ever release Tenant from
any obligation hereunder. In the event Tenant
should desire to so assign or sublet, Tenant shall
give Landlord written notice of same and all
details of such proposal, at least thirty (30)
days in advance of the date of which Tenant
desires to make such Assignment or Sublease;
Landlord shall then have a period of fifteen (15)
days following receipt of such notice, with which
to notify Tenant of Landlord's approval or
disapproval of such proposal. In the event
Landlord does not respond to Tenant's notice
within such fifteen (15) day period, Landlord will
be deemed to have approved same. In the event of
such Sublease or Assignment, Sub-Tenant's or
Assignee's business shall be in accordance with
the use set forth in this Lease, and shall assume
all of the obligations of this Lease. A duplicate
original of said Sub-Lease or Assignment (and any
amendments thereto) shall be delivered to Landlord
with five (5) days of its execution. In the event
of any such Sub-Lease or Assignment, any increase
in the base rentals paid by Sub-Tenant or Assignee
in excess of that paid by Tenant to Landlord shall
be shared equally between Tenant and Landlord, and
Landlord's share shall be considered as rents due
under its primary Lease.
8
ALTERATIONS f) Not to permit the Premises to be used for any
ADDITIONS purpose other than that stated in the Provision 3
IMPROVEMENTS hereof, or make or allow to be made any
alterations, physical additions or improvements in
or to the Premises without first obtaining the
written consent of Landlord. Any and all such
alterations, physical additions, or improvements,
when made to the Premises by Tenant, shall at once
become the property of Landlord and shall be
surrendered to Landlord upon the termination of
this Lease by lapse of time or otherwise; provided,
however, this clause shall not apply to movable
equipment or furniture owned or leased by Tenant.
Tenant agrees specifically that no food, soft
drink, or other vending machines or food service
facility will be installed within the Premises
without prior written consent of Landlord.
LAWS, g) To comply with all laws, ordinances, orders,
RULES AND rules and regulations (State, Federal, Municipal
REGULATIONS or other agencies or bodies having any
OF THE BUILDING jurisdiction thereof) relating to the use,
condition or occupancy of the Premises. Tenant
will comply with the rules and regulations of the
Building adopted by Landlord and subject to
change from time to time, for the safety, care and
cleanliness of the Premises and for preservation
of good order therein, all of which will be sent
by Landlord to Tenant in writing and shall be
thereafter carried out and observed by Tenant. The
Rules and Regulations to apply when Lessee
occupies the Leased Premises are annexed as
Exhibit "B".
ENTRY FOR h) To permit Landlord or its agents or
REPAIRS AND representatives to enter into and upon any part of
INSPECTION the Premises at all reasonable hours to inspect
same, clean, or make repairs, alterations or
additions thereto and to show Premises to
prospective new tenants, as Landlord may deem
necessary or desirable, and Tenant shall not be
entitled to any abatement or reduction of rent by
reason thereof.
NUISANCE i) To conduct its business and control its
agents, employees, invitees and visitors in
such manner as not to create any nuisance, or
interfere with, annoy or disturb any other Tenant
or Landlord in his operation of Building. Tenant
shall not obstruct or use the sidewalks, entries,
passages, vestibules, halls, elevators, or
stairways of the Building for any other
purpose than ingress and egress to and from
the Premises, or throw or sweep or put anything
9
out of the windows or doors, or in the passages or
corridors of the Building. If any such breach of
this provision is called to Tenant's notice in
writing, Tenant shall correct same at once or this
Lease may be terminated by Landlord, at Landlord's
option.
CONDEMNATION 12. Landlord and Tenant mutually covenant and agree
that if the whole or any part of the Premises
shall be taken by Federal, State, Parish, City, or
other authority for public use, or under any statute or
by right of eminent domain or expropriation, Tenant
shall not be entitled to any part of any award that may
be made for such taking, nor for any damages, except
that portion of any award or damages paid, which is
directly attributable to leasehold improvements
installed and paid for by Tenant. In the event of a
partial taking, rent shall be reduced as of the date of
such taking by a percentage equal to the percentage
obtained by relating the space taken to the total space
leased hereby, and if such taking renders the remainder
of the Premises untenantable for Tenant's purposes,
Tenant shall have the option, to be exercised by notice
in writing to Landlord within sixty (60) days after
taking, of terminating this Lease. Such termination
shall take place not later than thirty (30) days after
receipt of such notice by Landlord. Landlord shall
notify Tenant in writing within ten (10) days of the
receipt of official notice of commencement of
condemnation proceedings.
LANDLORD NOT 13. Landlord shall not be liable or responsible to
LIABLE Tenant, its employees, invitees, licensees, permitees
or other for any loss of any kind, damage or
inconvenience to any property or person occasioned by
theft, fire, act of God, public enemy, injunction,
riot, strike, lack of adequate fuel, insurrection,
vandalism, sabotage, war, court order, requisition, or
order of Government body or authority; or for any loss,
damage or inconvenience which may arise through repair
or alteration of any part of the Building, failure to
make any such repairs, or malfunction or failure of
any equipment or Building component.
LIEN FOR 14. Landlord shall be entitled only to the Landlord's
RENT liens provided by law.
ABANDONMENT 15. In the event the Premises are abandoned by Tenant,
Landlord shall have the right, but not the obligation,
to relet same for the remainder of the term provided
for herein; and if the rent received through such
reletting does not at least equal the Base Rent
plus the additional rent payable hereunder, Tenant
shall pay and satisfy any deficiency between
the total amount of the rent so provided for and
10
that received through reletting, and, in addition
thereto, shall pay all reasonable expenses incurred in
connection with any such reletting, including, but not
limited to, the reasonable cost of advertising,
commissions to brokers, leasing agents and others,
their reasonable cost of renovating, altering and
decorating for any new occupant. Nothing herein shall
be construed as in any way denying Landlord the right,
in the event of abandonment of said Premises or other
breach of this Lease by Tenant, to treat the same as an
entire breach, and at Landlord's option immediately xxx
for the entire breach of this Lease and any and all
damages which Landlord suffers thereby.
PROPERTY 16. All property remaining in the Premises upon
PRESUMED termination shall be considered to have been abandoned
ABANDONED by Tenant and Landlord may dispose of it in any manner
Landlord wishes. Tenant will reimburse Landlord for
all costs incurred for disposal together with all costs
for repairs required because of removal of all or any
such abandoned property.
HOLDING 17. In the event of holding over by Tenant after
OVER expiration or termination of this Lease without the
written consent of Landlord, at the option of Landlord,
Tenant shall pay as liquidated damages an amount equal
to double the sum of the Base Rental plus any
adjustments provided for herein, for the entire
holdover period. No holding over by Tenant after the
term of this Lease shall operate to extend the Lease;
in the event of any holding over, without the written
consent of Landlord, Tenant shall indemnify Landlord
against all claims for damage by any other Tenant to
whom Landlord may have leased all or any part of the
Premises covered by this Lease. Any holding over with
the consent of Landlord in writing shall thereafter
reconduct this lease from month-to-month.
FIRE ON 18. In the event of a fire on the Premises, Tenant
PREMISES shall immediately give notice thereof to Landlord.
If the Premises, through no fault or neglect of Tenant,
its agents, employees, invitees or visitors, shall be
partially destroyed by fire or other casualty so as to
render the Premises untenantable, the rental herein
shall xxxxx thereafter until such time as the partially
destroyed Premises are made tenantable by Landlord. In
the event of the total destruction of the Premises
without fault or neglect of Tenant, its agents,
employees, invitees or visitors, or if from such cause
the same shall be so damaged that Landlord shall decide
not to rebuild, then all rent, rent adjustments or
any other sums owed up to the time of such
destruction or termination shall be paid by Tenant and
11
thenceforth this Lease shall cease and come to an
end, without any residual obligation on the part of
either Landlord or Tenant. Landlord shall act in good
faith to make a speedy determination as to whether or
not to rebuild.
ATTORNEY'S FEES 19. In the event Tenant defaults in the performance of
any of the terms, covenants, agreements or conditions
contained in this Lease, and Landlord places the
enforcement of this Lease, or any part thereof, or the
collection of any rent due, or to become due hereunder,
or recovery of the possession of the Premises in the
hand of an attorney, or files suit upon the same,
Tenant agrees to pay reasonable attorney's fees
incurred by Landlord.
ALTERATION 20. This Lease may not be altered, changed or
amended, except by an instrument in writing, signed by
both parties hereto.
ASSIGNMENT 21. Landlord shall have the right to transfer and
BY LANDLORD assign, in whole or in part, all of the Landlord's
rights and obligations hereunder, as well as the
Building and property referred to herein, and in such
event the transferor or assignor shall have no further
liability or obligation hereunder.
DEFAULT 22. Default on the part of Tenant in paying rent or any
BY TENANT installment thereof, as provided herein shall authorize
Landlord, at its option, at any time after such default
has continued for a period of twenty (20) days and
without prior notice to declare this Lease terminated;
or default on the part of Tenant in keeping or
performing any other term, covenant or condition of
this Lease shall authorize Landlord, at its option, at
any time such default has continued for a period of
twenty (20) days after being put on notice by Landlord,
and without any other additional or subsequent notice
to Tenant, to declare this Lease terminated; and upon
declaring any one or more of such defaults, Landlord
immediately, or at any time thereafter, may re-enter
said Premises and remove all persons therefrom with or
without legal process, and without prejudice to any of
its other legal rights, and all claims for damages by
reason of such re-entry and expressly waived, as also
are claims for damages by reason of any eviction
proceedings or proceedings by way of sequestration
or other legal proceeding which Landlord may employ
to recover said rents or possession of said Premises.
NON-WAIVER 23. Failure of Landlord to declare any default
immediately upon occurrence thereof, or delay
in taking any action in connection therewith,
shall not waive such default, but Landlord
shall have the right to declare any such
default at any time and take such action as
12
might be lawful or authorized hereunder, either in
law or in equity. No custom or practice followed in
connection with this Lease shall constitute a waiver of
Tenant's obligations under this Lease. Time is of the
essence with respect to the performance of every
obligation of Tenant under this Lease in which time of
performance is a factor.
INDEMNITY 24. Tenant shall indemnify and hold Landlord,
its agents, servants and employees harmless from and
against any and all claims, damages, losses,
expenses and any other costs (including but not limited
to attorney's fees) resulting from or arising out of
any and all injuries to or death of any person or
damage to any property or other loss caused in whole or
in part by any act, omission, negligence or neglect of
Tenant or Tenant's officers, directors, agents,
employees, invitees or visitors, or any parties
contracting with Tenant relating to the Premises, or
relating in any way to the presence on the premises of
any machinery, equipment, or other property which is in
the care, custody, or control of any of the aforesaid
parties, whether or not said damage or injury is the
result of any vice or defect in said machinery,
equipment or property.
Tenant, at its sole expense, is required to carry and
maintain, at all times during physical occupancy and
the terms of this Lease, general public liability
insurance against claims for bodily injury and death
occurring in, on, or about the Premises or the Building
with limitations of not less than $1,000,000.00
for any one person injured in any one accident, and
not less than $1,000,000.00 for more than one person
injured in any one accident and not less than
$1,000,000.00 for property damage per accident
covering any accidents for which Tenant is legally
liable with a responsible insurance company, qualified
to do business in the State of Louisiana; copy of
certificates of insurance, naming Landlord as an
additional insured, to be furnished to Landlord prior
to physical occupancy.
SUBORDINATION 25. At the option of the Landlord or Landlord's
mortgagee, Tenant agrees to subordinate this Lease to
any mortgage or encumbrance which Landlord may have
placed, or may hereafter place, on the Premises or
Building. Tenant agrees to execute, on demand, any
instrument which may be deemed necessary or desirable
to render such mortgage or encumbrance, whichever is
made, superior and prior to this Lease.
13
At Landlord's request, Tenant will also execute an
estoppel certificate or three-party agreement
certifying to such facts and agreeing to such notice
provisions in other matters as may be reasonably
required.
BANKRUPTCY 26. If voluntary bankruptcy proceedings are instituted
BY TENANT by Tenant, or if Tenant is adjudged a bankrupt, or if
Tenant makes an assignment for the benefit of its
creditors, or if a writ of execution is issued against
it, or if the interest of Tenant hereunder passes by
operation of law to any person other than Tenant or if
any other voluntary or involuntary proceedings are
instituted by or against Tenant under any bankruptcy or
similar laws, unless the occurrence of any such
involuntary receivership or proceeding is cured by the
same being dismissed or stayed within sixty (60) days
thereafter, or the failure of Tenant to discharge any
judgment against Tenant within sixty (60) days after
such judgment becomes definitive, this Lease may, at
the option of the Landlord, be terminated by notice
mailed by registered or certified mail and addressed to
Tenant.
HAZARD 27. Landlord shall not be obligated to insure any
INSURANCE furniture, equipment, machinery goods, supplies or
other property which Tenant may bring or obtain
upon the Premises, or any additional improvements which
Tenant may construct thereon. If the annual premiums
charged Landlord exceed the standard premium rates
because of the nature of Tenant's operation results in
additional exposure, then Tenant shall, upon receipt of
appropriate premium invoices, reimburse Landlord for
such increases in such Premiums as additional rent
hereunder. Likewise, if any improvements are made by
Tenant in the Premises in excess of the building
standard improvements (a) an increase in the AD VALOREM
taxes assessed against the Building by any taxing
authority, or (b) an increase in the Premiums on the
insurance carried by Landlord on the Building, Tenant
will pay any such increase in taxes or premiums to
Landlord as additional rent within thirty (30) days
after receipt of Landlord's invoice therefore.
WAIVER OF 28. Anything in this Lease to the contrary
LIABILITY notwithstanding, to the extent that a Waiver of
Subrogation Clause is obtainable under their respective
insurance policies, Landlord and Tenant hereby waive
any and all rights to recovery, claims, actions or
causes of action, against each other, their respective
agents, officers, or employees, for any loss or damage
that may occur to the Premises, or any improvements
thereto, or said Building of which the Premises are a
part, or any improvements thereto, or any personal
14
property of Tenant or Landlord therein, by reason of
fire, the elements, or any other cause which could be
insured against under the terms of standard fire and
extended coverage insurance policies, regardless of
cause or origin.
NAME OF 29. Landlord shall have the right to name and from
BUILDING time to time change the name of the building.
LIGHT, AIR 30. Neither diminution or shutting off of light and/or
AND VIEW air and/or view nor any other effect on the Premises by
any structure erected or condition now or hereafter
existing on land adjacent to the Building shall affect
this Lease, xxxxx rent, or otherwise impose any
liability on Landlord.
MISCELLANEOUS 31. a) The covenant to pay any additional rent
PROVISIONS shall survive the termination of this Lease.
b) This Lease shall be binding upon and inure
to the benefit of the successors , heirs, and
assigns of Landlord, and shall be binding upon
and inure to the benefit of Tenant, its heirs,
legal representatives and successors, and, to
the extent assignment may be approved by Landlord
hereunder, Tenant's assigns.
c) All rights and remedies of Landlord under this
Lease shall be cumulative and none shall exclude
any other rights or remedies allowed by law; and
this Lease is declared to be a Louisiana contract,
and all of the terms thereof shall be construed
according to the laws of the State of Louisiana.
d) In the event that there be more than one person
named as Tenant herein, each Tenant binds himself,
jointly, severally and in solido, with all the
others for the payment of the rent, and the
performance of all of the covenants, agreements,
stipulations and conditions herein contained, in
accordance with the terms hereof.
e) Each notice required or permitted to be given
hereunder by one party or the other shall be in
writing with a statement therein to the effect
that notice is given pursuant to this Lease and
the same shall be given and deemed to have been
delivered, served and given if placed in the
United States mail, postage pre-paid, by
registered or certified mail, return receipt
requested, addressed to the party at the address
provided herein.
15
f) The fact that this Lease may have been
prepared by either Landlord or Tenant, or by
the attorneys for either party, shall not justify
the resolving of whatever, if any, doubt there
may be against said party.
g) Any provision of this Lease prohibited by the
laws of any Parish, City, State, Federal or other
jurisdiction shall be ineffective to the extent
of such prohibition without invalidating the
remaining provisions of this Lease.
h) Paragraph headings in this Lease are for
convenience only, and are not to be construed as a
part of this Lease or in any way defining,
limiting or simplifying the provisions thereof.
i) Landlord shall have the option at anytime
during the term of this lease, and any extension
thereof, to relocate Tenant's premises at
Landlord's expense, to a mutually agreed upon
location of similar size and improvement
quality and at the same rental rate in the
Building or in a Heritage Plaza Building. In such
case Landlord shall bear Tenant's reasonable
moving costs.
THUS DONE AND EXECUTED, in multiple originals, on this 29th day
of February, 2000 in the presence of the undersigned Notary and two
competent witnesses, after the reading of the whole.
LANDLORD: TENANT:
XXXXXXX BUILDING ENTERPRISE, L.L.C. XXXXXXX ENTERPRISES, INC.
By: /S/ Xxxx X. XxXxxxxx, XX By: /S/ Xxxxxx X. Patron
------------------------------ -------------------------
Authorized Representative Executive Vice President
----------------------------
TITLE
WITNESSES:
/S/ Xxxxxxxxx Xxxxx /S/ Xxxxx X. Xxxxxx
-------------------------------- -----------------------------
/S/ Xxxxxxx X. Xxxxxxxxx /S/ Xxxxx X. Xxxxxxxx
------------------------------- -----------------------------
/S/ Xxxxx Xxxxx
--------------------------------
NOTARY PUBLIC
FLOOR PLAN EXHIBIT "A"
----------
Not Shown.
RULES AND REGULATIONS EXHIBIT "B"
---------------------
The following rules and regulations, subject to change from time to time,
hereby accepted by Tenant, are prescribed by Landlord in order to provide
and maintain, to the best of Landlord's ability, orderly, clean, and
desirable premises and building for the tenants therein, to assure security
for the protection of tenants, so far as reasonably possible, and to
regulate conduct in the use of premises and building in such manner as to
minimize interference by others in the proper use of premises by Tenant:
1. Tenant, its agents, servants, and employees shall not block or
obstruct any of the entries, passages, doors, elevators, elevator
doors, hallways, or stairways of the building, or place, empty or
throw any rubbish, litter, trash, or material of any nature into such
areas, or permit such areas to be used at any time except for ingress
or egress of Tenant, its agents, servants, employees, visitors, or
invitees.
2. The movement of furniture, equipment, merchandise, or materials
within, into, or out of the building shall be restricted to time;
method and routing of movement as determined by Landlord upon request
from Tenant, and Tenant shall assume all liability and risk in such
movement. Safes and other heavy equipment shall be moved into
premises only with Landlord's written consent and placed where
directed by Landlord.
3. No sign, advertisement or notice shall be displayed, painted or
affixed by Tenant, its agents, servants, or employees in or any part
of the outside or inside of building or premises. Upon initial move-
in Landlord will provide and install, at Landlord's cost, all numerals
or letters for Tenant's primary entrance leading to the Premises
necessary to identify Tenant, all such letters and numerals shall be
in the building standard graphics, and no others shall be used or
permitted on the Premises.
4. Landlord will maintain an alphabetical directory board in ground
floor lobby of the Building. Landlord will bear the initial expense
for the directory listing providing the name of Tenant as per lease.
All other listings and future changes shall be at the expense of
Tenant. Landlord reserves the right to make revisions to the
directory board from time to time, as may be necessary.
5. Tenant shall not provide any janitorial or other Building services
without prior written consent of Landlord and then in accordance with
terms and conditions set forth by Landlord and at Tenant's sole
responsibility.
6. Tenant, its agents, servants, and employees shall not install or
operate any refrigerating, heating, or air conditioning apparatus or
carry on any mechanical operation or bring into premises or building
inflammable fluids or explosives without written permission of
Landlord.
1
7. Tenant, its agents, servants, or employees shall not use building
or premises for housing, lodging or sleeping purposes, or for the
cooking or preparation of food without the express consent of Landlord
in writing, which shall not be unreasonably withheld.
8. Tenant, its agents, servants, or employees shall not bring into
building or premises or keep on premises any dog, bird, or animal.
Tenant, its agents, servants, or employees shall not bring into
building or keep in premises any bicycle or other vehicle without the
consent of Landlord.
9. No additional locks shall be placed on any door in building without
written consent of Landlord. Landlord will furnish two (2) keys to
each lock on doors in the premises and Landlord, upon request of
Tenant, shall provide additional duplicate keys, which, however, shall
be provided at Tenant's expense. Landlord may at all times keep a
pass key to premises. All keys shall be returned to Landlord promptly
upon termination of this Lease.
10. The standard building operating hours are as follows: The building
will open at 7:00 AM and close at 10:30 PM on weekdays (excluding
holidays) and open at 7:00 AM and close at 6:00 PM on Saturdays
(excluding holidays). At all other times including holidays (New
Year's, Mardi Gras, July 4th, Labor Day, Thanksgiving, Christmas Day,
Good Friday, and other holidays observed by the majority of tenants in
the building) the building will be closed.
11. Heating, ventilating and air conditioning will be provided by
Landlord from 7:00 AM to 7:00 PM on weekdays (excluding holidays) and
7:00 AM to l:00 PM on Saturdays (excluding holidays) only. The hours
of operation can be extended on a per floor basis at Tenant's expense.
12. Tenant, its agents, servants, and employees shall not permit the
operation of any musical or sound producing instrument or any type of
instrument or device which may be heard outside premises or building,
or which may emanate electrical waves which will impair radio or
television broadcasting or reception from or in building.
13. No furniture, equipment, or similar articles shall be removed from
building without a removal permit from Tenant designated authority.
14. Tenant, its agents, servants, and employees shall, before leaving
premises unattended, close and lock all doors and shut off all
utilities; damage resulting from failure to do so shall be paid by
Tenant.
2
15. All plate and other glass now in premises which is broken through
cause attributable to Tenant, its agents, or employees, shall be
replaced by and at expense of Tenant.
16. Tenant shall give Landlord prompt notice of all accidents to or
defects in air conditioning equipment, plumbing, electric facilities
or any part of appurtenance of premises.
17. Tenant shall not place a load upon any floor of the building
exceeding the floor load per square foot area which such floor was
(and is) designed to carry, and which is allowed by law. Landlord
reserves the right to prescribe the right and position of all safes
and other heavy equipment.
18. Tenant shall make no alterations (fixed or permanent),
decorations, installations, additions, or improvements in or to the
premises, without Landlord's prior written consent, and then only by
contractors or mechanics approved by Landlord.
19. No awnings or other projections shall be attached to the outside
walls of the building without the prior written consent of Landlord.
No curtains, blinds, shades, or screens shall be attached to, hung in,
or used in connection with any window or door of the premises without
the prior written consent of Landlord. Such awnings, projections,
curtain blinds, shades, screens, or other fixtures must be of a
quality, type, design and color, and attached in the manner approved
by Landlord.
20. Landlord will provide parking for tenants on an unassigned basis
in the parking lot. Those sections reserved for visitors and loading
zone will be restricted solely to those uses.
3
BUILDING STANDARD IMPROVEMENTS EXHIBIT "C"
------------------------------
Landlord shall furnish and install through Landlord's contractor the
Building Standard Improvements for Tenant at Tenant's expense, less
Landlord's allowance as per Lease, unless otherwise noted herein, in
accordance with Tenant's Plans and Specifications subject to the approval
of Landlord, as follows:
1. PARTITIONS
Partitions will be 3-1/2' nominal thickness consisting of 2-1/2", #25
ga. metal studs at 24" on center with 1 layer of 1/2" thick gypsum
board from floor to 9'0" ceiling height attached to each side of studs
and ceiling grid. Demising partition will extend above ceiling to
structure above (12'9") and contain 1-1/2" thick sound batt insulation
in stud cavity.
2. DOORS, DOOR FRAMES AND HARDWARE
Doors are to be 3'0" X 6'8" X 1-3/4" core particle door with select
birch veneer, stained. Frames are to be 16 ga. pressed steel hollow
frame, prime coated for final painting dark bronze. Standard hardware
shall be 1-1/2 pair butts, lockset or latchset and doorstop; hardware
sets have brushed chrome finish. Interior doors equipped with passage
sets; corridor doors furnished with closer and lockset keyed to master
key. Door stops provided for all doors.
3. CEILING
Landlord will furnish and install at own expense an exposed ceiling
grid throughout and acoustical 2' X 4'-5/8" lay-in panels.
4. ELECTRICAL
(a) LIGHTING FIXTURES - Landlord will furnish and install at own
expense 277 V recessed 2' X 4" ceiling mounted fluorescent fixtures.
(b) ELECTRICAL OUTLETS - 120 V convenience duplex outlets for tenants
to be wall mounted at standard height of 12". Floor outlets are not
provided as building standard but Raceway Components, Big 2" can be
installed at Tenant's expense.
(c) TELEPHONE OUTLETS - Provisions for installation of telephone
outlets to be wall mounted at standard height of 12"; standard outlet
to be 1-gang with 1" EMT conduit terminated above ceiling and provide
#14 ga. galvanized steel pull wire.
(d) SWITCHES - Shall be quiet type; ivory color; plastic; mounting
height of 48".
1
5. HEATING, VENTILATING AND AIR CONDITIONING
If any necessary modifications to Landlord's system design are
required the expense is to be borne by Tenant. Landlord furnishes the
following at Landlord's own expense:
(a) COOLING - A central chilled water plant provides chilled water to
a variable air volume system with thermostats and moduline units
located throughout each floor as needed to maintain design conditions;
pneumatic controlled, self-powered; thermostats actuated by ductwork
air pressure. Building standard provides a limited number of moduline
units and cooling thermostats, depending on floor size, horizontal
distribution ductwork with spin-in fittings, and flexible ductwork.
(b) HEATING - Heating is from central forced warm air, and utilizing
lighting fixture heat, is provided along the building perimeter.
6. PLUMBING
Landlord will furnish and install men's and women's restrooms and one
electric water cooler on each floor. Any supplemental plumbing
requirements will be at Tenant's request and expense and subject to
Landlord's approval.
7. FLOOR COVERING
Direct glue-down 28 oz. carpet throughout Leased Premises, excluding
special use areas, with color and pile selection available from
standard color range, and 4" resilient burnt umber cove base at all
walls.
8. WINDOW COVERING
Building Standard Drapes on all exterior glass walls.
9. WALL FINISHES
Building Standard paint will be Xxxxxxx Xxxxxxxx Interior Colors, any
pastel color.
10. FIRE PROTECTION
Landlord will provide the following Building Standard at own expense:
(a) Fire alarm, detection and communications systems in accordance
with Building Code requirements at the time of construction.
(b) Building Standard provides 1 fire extinguisher per 2500 square
feet on each floor. Additional fire extinguishers, as may be
required, to be at Tenant's expense.
2
11. DIRECTIONAL AND SUITE SIGNAGE
Signage Building Standard graphics for Tenant's signage, directional
signage and suite numbers by Landlord at own expense upon move-in.
All changes thereafter shall be at Tenants' expense.
12. SPECIAL DESIGN REQUIREMENTS
All Tenant improvements must have Landlord's prior written approval
and comply with all codes, rules and regulations of regulatory
authorities. This includes special lighting, wiring, emergency exit
lighting, etc., made necessary by Tenant's particular layout or
design.
Permanent additions to the Building to be performed by other than
Landlord's contractor shall be subject to prior approval of Landlord
and subsequent acceptance thereof by Landlord. Prior to acceptance
Tenant shall furnish Tenant's Affidavit and/or Release of Liens from
Tenant's contractors, subcontractors and/or suppliers or other proof
of payment as Landlord may require.
13. MISCELLANEOUS
No credit will be allowed for omitted Building Standard items.
3
JANITORIAL SPECIFICATIONS EXHIBIT "D"
-------------------------
The following janitorial work will be performed in the Tenant Premises
between the hours of 6:00 PM to 10:00 PM, Monday through Friday, excluding
holidays in accordance with the following schedule:
A. DAILY
-----
1. Paper, paper clips, and all other debris to be removed from
carpet, rugs, and other hard surface floor areas.
2. Carpets (excluding rugs) to be spot cleaned as best possible
of stains and spillage, and vacuumed. (It should be noted that
continual spot cleaning will eventually wear and discolor carpet
for which Janitorial Contractor and Landlord will have no
responsibility.)
3. Hard surface floor areas to be spot cleaned as best possible and
and mopped with treated mop.
4. Waste baskets and trash containers to be emptied and cleaned as
needed. Plastic liners to be provided by Tenant.
5. Ashtrays to be emptied and wiped clean.
6. Desks, chairs and all other office furniture to be dusted. Fabric
covered furnishings will be brushed or vacuumed.
8. Glass desktops to be cleaned.
9. Partitions and door glass to be spot cleaned.
10. Fingerprints and smudges to be removed as best possible from
doors and walls. (It should be noted that continual cleaning of
these areas will eventually wear and discolor paint and wall
coverings for which Janitorial Contractor or Landlord will have
no responsibility.)
11. Clean and polish drinking fountains.
12. Properly arrange furniture.
1
B. WEEKLY
------
1. Furniture and furnishing (excluding upholstery) will be cleaned
and polished.
2. Hard surface floor areas to be spray buffed.
3. Venetian blinds, windowsills, baseboards, moldings, picture
frames, doorframe ledges, and all other arms-length objects to be
dusted.
4. Door and partition glass to be cleaned.
C. QUARTERLY
---------
1. Hard surface floor areas to be stripped and rewaxed.
2. HVAC vents and grills to be dusted.
3. Above-arms-length objects to be dusted.
D. SEMI-ANNUALLY
-------------
1. Interior glass of exterior wall to be cleaned.
2
