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EXHIBIT 10.17
AFCO REALTY SERVICES, LLC
STANDARD SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT is made on 20th October, 2000, by and among Life Office
Management Association, Inc. (hereinafter "Sublessor") and Manhattan Associates,
Inc. (hereinafter "Sublessee"), AFCO Realty Services, LLC. (hereinafter
"Broker") and Insignia/ESG, Inc. (hereinafter "Co-Broker").
1. MASTER LEASE. Sublessor is the tenant under that certain lease dated
April 03, 1995, wherein Wildwood Associates (hereinafter "Landlord")
leased to Sublessor the. real property located in the City of Atlanta,
County of Xxxx, State of GA, described as 0000 Xxxxx Xxxxx Xxxxxxx,
Xxxxx 000 (hereinafter "Master Premises"). Said lease has been amended
by the following Agreement dated April 3, 1995 and First Amendment
dated November 10, 1997; said lease and amendments are herein
collectively referred to as the "Master Lease" and are attached hereto
as Exhibit "A." Sublessor warrants and represents to Sublessee that the
Master Lease has not been amended or modified except as expressly set
forth herein, that Sublessor is not now, and as of the commencement of
the Term hereof will not be, in default or breach of any of the
provisions of the Master Lease, and that Sublessor has no knowledge of
any claim by Landlord that Sublessor is in default or breach of any of
the provisions of the Master Lease.
2. PREMISES. Sublessor hereby subleases to Sublessee on the terms and
conditions set forth in this Sublease the following portion of the
Master Premises (hereinafter "Premises"): 7,028 rentable square feet as
attached hereto as Exhibit "C".
3. TERM. The Term of this Sublease shall commence on November 01, 2000
(hereinafter "Commencement Date") or the date upon which Landlord
consents to this Sublease (if such consent is required under the Master
Lease), whichever shall last occur, and shall end on October 31, 2005
(hereinafter "Termination Date") unless otherwise sooner terminated in
accordance with the provisions of this Sublease.
4. COMMENCEMENT. In the event the Term commences on a date other than the
Commencement Date, Sublessor and Sublessee shall promptly execute a
memorandum setting forth the actual date of commencement of the Term.
Possession of the Premises (hereinafter "Possession") shall be
delivered to Sublessee on the commencement of the Term. If for any
reason Sublessor does not deliver Possession to Sublessee, on the
commencement of the Term, Sublessor shall not be subject to any
liability for such failure, the Termination Date shall not be extended
by the delay and the validity of this Sublease shall not be impaired,
but rent shall xxxxx until delivery of Possession. Notwithstanding the
foregoing, if Sublessor has not delivered Possession to Sublessee
within thirty (30) days after the Commencement Date, then at any time
thereafter and before delivery of Possession, Sublessee may give
written notice to Sublessor of Sublessee's intention to cancel this
Sublease. Said notice shall set forth an effective date for such
cancellation which shall be at least ten (10) days after delivery of
said notice to Sublessor. If Sublessor delivers Possession to Sublessee
on or before such effective date, this Sublease shall remain in full
force and effect. If Sublessor fails to deliver Possession to Sublessee
on or before such effective date, this Sublease shall be canceled, in
which case all consideration previously paid by Sublessee to Sublessor
pursuant to this Sublease shall be returned to Sublessee, this Sublease
shall thereafter be of no further force or effect, and Sublessor shall
have no further liability to Sublessee on account of such delay or
cancellation. If Sublessor permits Sublessee to take Possession prior
to the commencement of the Term, such early Possession shall not
advance the Termination Date and shall be subject to the provisions of
this Sublease including, without limitation, the payment of rent.
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 0000
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5. RENT. (A) MINIMUM RENT. Sublessee shall pay to Sublessor as minimum
rent, without deduction, setoff, notice, or demand at 0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 or at such other place as
Sublessor shall designate from time to time by notice to Sublessee, the
sum of Eleven Thousand One Hundred Twenty Seven and 67/100 Dollars
($11,127.67) per month, in advance on the first day of each month of
the Term. Sublessee shall pay to Sublessor upon execution of this
Sublease the sum of Eleven Thousand One Hundred Twenty Seven and 67/100
Dollars ($11,127.67) as rent for November, 2000. If the Term begins or
ends on a day other than the first or last day of a month, the rent for
the partial months shall be prorated on a per diem.
(B) OPERATING COSTS. If the Master Lease requires Sublessor to pay to
Landlord all or a portion of the expenses of operating the building
and/or project of which the Premises area part, including, but not
limited to, taxes, utilities or insurance (hereinafter "Operating
Costs") then Sublessee shall pay to Sublessor as additional rent twelve
and four tenths percent (12.4%) of the amounts payable by Sublessor for
Operating Costs incurred during the Term. Such additional rent shall be
payable as and when Operating Costs are payable by Sublessor to
Landlord. If the Master Lease provides for the payment by Sublessor of
Operating Costs on the basis of an estimate thereof, then as and when
adjustments between estimated and actual Operating Costs are made under
the Master Lease, the obligations of Sublessor and Sublessee hereunder
shall be adjusted in a like manner, and if any such adjustment shall
occur after the expiration or earlier termination of the Term, then the
obligations of Sublessor and Subleases under this Paragraph 5(b) shall
survive such expiration or termination. Sublessor shall, upon request
by Sublessee, furnish Sublessee with copies of all statements submitted
by Landlord of actual or estimated Operating Costs during the Term.
6. LATE CHARGES. Other remedies for nonpayment of rental notwithstanding,
time is of the essence of this Sublease and if Sublessor elects to
accept rent on or after the sixth (6th) day of the month, a late charge
equal to the greater of five percent (5%) of the monthly rent or One
Hundred Dollars ($100.00) will be due as additional rent. Sublessee
agrees to tender all late rents by cashier's check, certified check or
money order. In the event Sublessee's rent check is dishonored by the
bank, Sublessee agrees to pay Sublessor $25.00 as a handling charge
and, if applicable, the late charge, and Sublessee shall deliver said
monies to Sublessor as specified in Paragraph 5. Dishonored checks must
be replaced by cashier's check, certified check or money order. In the
event more than one check is dishonored, Sublessee agrees to pay all
future rents and charges in the form of cashier's check, certified
check, or money order. Any other amounts payable to Sublessor under
this Sublease, with the exception of rent shall be considered past due
30 days from Sublessor's billing date and Sublessee shall pay a monthly
service charge of 5% of the amount past due for that and each
subsequent month that the amount remains past due. The parties agree
that such charges represent a fair and reasonable estimate of the costs
the Sublessor will incur by reason of such late payment and/or returned
check.
7. SECURITY DEPOSIT. On the date of execution of this Sublease by
Sublessee, Sublessee will pay to Sublessor a security deposit in the
amount of $N/A for Sublessee's faithful performance of Sublessee's
obligations hereunder (hereinafter "Security Deposit"). If Sublessee
fails to pay rent or other charges. when due under this Sublease, or
fails to perform any of its other obligations hereunder, Sublessor may
use or apply all or any portion of the Security Deposit for the payment
of any rent or other amounts then due hereunder and unpaid, for the
payment of any other sum for which Sublessor may become obligated by
reason of Sublessee's default or breach, or for any loss or damage
sustained by Sublessor as a result of Sublessee's default or breach. If
Sublessor so uses any portion of the Security Deposit, Sublessee shall,
within (10) days after written demand by Sublessor, restore the
Security Deposit to the full amount originally deposited, and
Sublessee's failure to do so shall constitute a default under this
Sublease. Sublessor shall not be required to keep the Security Deposit
separate from its general accounts, and shall have no obligation or
liability for payment of interest on the Security Deposit. In the event
Sublessor assigns its interest in this Sublease, Sublessor shall
deliver to its assignee so much of the Security Deposit as is then held
by Sublessor. Within ten (10) days after the Term has expired, or
Sublessee has vacated the Premises, or any
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 0000
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final adjustment pursuant to Paragraph 5(b) hereof has been made,
whichever shall last occur, and provided Sublessee is not then in
default of any of its obligations hereunder, the Security Deposit or so
much thereof as had not theretofore been applied by Sublessor, shall be
returned to Sublessee or to the last assignee, if any, of Sublessee's
interest hereunder.
8. ACCEPTANCE OF PREMISES. Sublessor, Broker and Co-Broker have made no
representations or promises with respect to the Premises, or this
Sublease except as herein expressly set forth. The taking of Possession
of the Premises by Sublessee shall be conclusive evidence that
Sublessee accepts the Premises "as is" and that the Premises and are
suitable for the use intended by Sublessee and were in good and
satisfactory condition at the time such Possession was so taken.
9. USE OF PREMISES. Sublessee shall use the Premises for general office
space and or all lawful activities normally incidental thereto and
related to the conduct of Sublessee's business and for no other
purpose.
10. OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of
the Master Lease are incorporated into and made a part of this Sublease
as if Sublessor were the Landlord thereunder, Sublessee the Tenant
thereunder, and the Premises the Master Premises, except for the
following: No Exceptions. Sublessee assumes and agrees to perform the
Tenant's obligations under the Master Lease during the Term to the
extent that such obligations are applicable to the Premises, except the
obligation to pay rent to Landlord. Sublessee shall not commit or
suffer any act or omission that will violate any of the provisions of
the Master Lease. Sublessor shall exercise due diligence in attempting
to cause Landlord to perform its obligations under the Master Lease for
the benefit of Sublessee. If the Master Lease terminates, this Sublease
shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if
the Master Lease terminates as a result of a default or breach by
Sublessor or Sublessee under this Sublease and/or the Master Lease,
then the defaulting party shall be liable to the nondefaulting party
for the damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of the partial or
total damage, destruction, or condemnation of the Master Premises or
the building or project of which the Master Premises are a part, the
exercise of such right by Sublessor shall not constitute a default or
breach hereunder.
11. ASSIGNMENT AND SUBLETTING. Sublessee shall not assign this Sublease or
further sublet all or any part of the Premises without the prior
written consent of Sublessor which shall not be unreasonably withheld
(and without the prior written consent of Landlord, if such is required
under the terms of the Master Lease).
12. INDEMNITY & INSURANCE. Sublessee and Sublessor agree to and hereby does
indemnify and save Sublessee, Sublessor and Landlord harmless against
all claims for damages to persons or property by reason of Sublessee's
use or occupancy of the Premises, and all expenses incurred by
Sublessor or Landlord because thereof, including attorney's fees and
court costs. Supplementing the foregoing and in addition thereto,
Sublessee shall during the Term of this Sublease, and at Sublessee's
expense, maintain in full force and effect comprehensive general
liability insurance with minimum limits of $500,000.00 per person and
$1,000,000.00 per incident and property damage limits of $100,000.00,
or the minimum amount of coverages required in the Master Lease,
whichever is greater, which insurance shall contain a special
endorsement recognizing and insuring any liability accruing to
Sublessee under the first sentence of this Paragraph 12, and naming
Sublessor and Landlord as additional insureds. Sublessee shall provide
evidence of such insurance to Sublessor prior to the commencement of
the Term of this Sublease. Sublessor and Sublessee 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 Sublessor or Sublessee 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. Sublessor and Sublessee shall, upon obtaining the policies
of insurance
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 0000
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required, give notice to the insurance carrier or carriers that the
foregoing mutual waiver of subrogation is contained in this Sublease.
13. NOTICES. (a) Any notice by either party to the other required or
permitted under this Sublease shall be valid only if in writing and
shall be deemed to be duly given only if delivered personally or sent
by registered or certified mail addressed (1) if to Sublessee, at the
Premises, and (2) if to Sublessor, at the address set forth herein, or
at such other address for either party as that party may designate by
notice to the other, with copy to the Broker(s) at the address set
forth herein; notice shall be deemed given, if delivered personally,
upon delivery thereof and if mailed upon the mailing thereof.
(b) Sublessee hereby appoints as its agent to receive service of all
dispossessory or distraint proceedings, the person in charge of the
Premises at the time of occupying the Premises; and if there is no
person in charge or occupying same, then such services may be made by
attachment thereof on the main entrance of the Premises.
14. ENTIRE AGREEMENT. This Sublease 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 Sublease, except as to changes or
additions to the Rules and Regulations, if any, as described in the
Master Lease, shall be binding upon Sublessor or Sublessee unless
reduced to writing and signed by Sublessor and Sublessee and consented
to in writing by Landlord.
15. ATTORNEY'S FEES. In the event that any action or proceeding is brought
to enforce any term, covenant or condition of this Sublease on the part
of the Sublessor or Sublessee, 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 the amount at least equal to
fifteen percent of any damages due from the non-prevailing party.
Furthermore, Sublessor and Sublessee agree to pay the attorney's fees
and expenses of (a) the other party to this Sublease (either Sublessor
or Sublessee) if it is made a party to litigation because of its being
a party to this Sublease and when it has not engaged in any wrongful
conduct itself, and (b) Broker and/or Co-Broker, if Broker and/or
Co-Broker is made a party to litigation because of its being a party to
this Sublease and when Broker and/or Co-Broker has not engaged in any
wrongful conduct itself.
16. LIMITATION ON BROKER'S SERVICES AND DISCLAIMER. Broker and Co-Broker
are parties to this Sublease for the purpose of enforcing their rights
to receive a real estate commission. Sublessee must look solely to
Sublessor as regards all covenants and agreements contained herein, and
Broker and Co-Broker shall never be liable to Sublessee in regard to
any matter which may arise by virtue of this Sublease. Sublessor and
Sublessee acknowledge that the Atlanta Commercial Board of REALTORS(R),
Inc. has furnished this Standard Sublease Agreement form to its members
as a service and that it makes no representation or warranty as to the
enforceability of this Standard Sublease Agreement form or any
paragraph thereof.
17. TIME OF ESSENCE. Time is of the essence of this Sublease.
18. COMMISSION. Sublessor agree s to pay to Broker and Co-Broker for
negotiating this Sublease, a commission as agreed to in a separate
agreement or as follows: Broker to receive 1/2 month's rent and 2% of
monthly rentals and Co-Broker to receive 1 month's rent and 4% of month
rentals in cash after Sublessee occupies the space. Sublessee warrants
and represents that it has had no dealings with any broker or broker(s)
in connection with this Sublease, other than Broker and Co-Broker and
Sublessee covenants to pay, hold harmless and indemnify Sublessor from
and against any and all cost, expense or liability for any
compensation, commissions or charges claimed by any broker or broker(s)
on behalf of the Sublessee with respect to this Sublease or negotiation
thereof, other than the Broker and Co-Broker.
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 0000
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19. SEVERABILITY. The terms, conditions, covenants and provisions of this
Sublease shall be deemed to be severable. If any clause or provision
herein contained shall be adjudged to be invalid or unenforceable by a
court of competent jurisdiction or by operation of any applicable law;
it shall not affect the validity of any other clause or provision
herein, but such other clauses or provisions shall remain in full force
and effect.
20. AGENCY DISCLOSURE. Sublessor and Sublessee hereby acknowledge that
Broker has acted as an agent for the Sublessor in this transaction and
will be paid a commission by the Sublessor and that the Co-Broker has
acted as an agent for the Sublessee in this transaction and will be
paid a commission by the Sublessor. In the event that __________
represents both Sublessor and Sublessee, Sublessor and Sublessee hereby
confirm that they have signed a separate Dual Agency Disclosure and
Consent Agreement
21. SECTION TITLES. The section titles in this Sublease are included for
convenience only and shall not be taken into consideration in any
construction or interpretation of this Sublease or any of its
provisions.
22. SPECIAL STIPULATIONS. Special Stipulations shall control if in conflict
with any of the foregoing provisions of this Sublease.
1. Operating costs referred to in paragraph 5 (b) will be payable
over a 2001 base year.
23. CONSENT OF THE LANDLORD. This Sublease shall be of no force or effect
unless and until consented to, in writing, by Landlord within ten days
after execution hereof, if such consent is required under the terms of
the Master Lease.
24. THE FOLLOWING ARE ATTACHED HERETO AND MADE A PART HEREOF:
Exhibit "A" - Master Lease
Exhibit "C" - Premises
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written.
Signed sealed and delivered SUBLESSOR: Life Office Management Association, Inc.
in the presence of:
/s/ Xxxxx X. Xxxxx By: /s/ Aiken X. Xxxx Xx. (Seal)
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Witness Name/Title: Aiken X. Xxxx Xx., Vice President
Address: 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Date: 10/24/2000
Signed sealed and delivered SUBLESSEE: Manhattan Associates, Inc.
in the presence of:
/s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxx X. Xxxxxxxx (Seal)
------------------------------ ---------------------------------------------------
Witness Name/Title: Xxxxxx X. Xxxxxxxx, SVP, CFO & Treasurer
Address: 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Date: 10/20/00
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 0000
XXXX FORM #006
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Signed sealed and delivered BROKER: AFCO Realty Services, LLC
in the presence of:
/s/ Xxxx X. Xxxxx By: /s/ X.X. Xxxxxx (Seal)
------------------------------ -------------------------------------------------------
Witness Name/Title: X.X. Xxxxxx, Xx. Vice President
Address: 0000 Xxxxxxxxx Xxxxxxx, XX, Xxxxxxxx 00
Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Signed sealed and delivered CO-BROKER: Insignia/ESG, Inc.
in the presence of:
/s/ [Illegible Signature] By: /s/ Xxxxx X. Xxxxxxxxx, Xx. (Seal)
------------------------------ --------------------------------------------------------
Witness Name/Title: Xxxxx X. Xxxxxxxxx, Xx., Executive Director
Address: 0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Date: 10/13/00
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 0000
XXXX FORM #006
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EXHIBIT "B"
[DELETED IN ITS ENTIRELY]
[SEE ATTACHED CONSENT DATED OCTOBER 25, 2000]
[NO ATTACHMENT]
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EXHIBIT "C"
WILDWOOD BUILDING 2300
0000 XXXXX XXXXX XXXXXXX
7,028 - SIXTH FLOOR
[ARCHITECTURAL FLOOR PLAN]
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