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EXHIBIT 10.17
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Sublease"), made as of this 29th day of
May, 1998, by and between SOUTHERN COMPANY SERVICES, INC. having an office at 00
Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 ("Sublessor"); and SAGE NETWORKS,
INC., having an office at 00 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxx, XX
00000 ("Sublessee").
W I T N E S S E T H:
WHEREAS, Sublessor, as "Tenant", entered into a lease with Metropolitan
Life Insurance Company and Centennial Equities Corporation, as joint venturers
doing business as "Perimeter Center Properties" (the "Prime Landlord"), as
"Landlord", originally dated September 8, 1983, as amended from time to time
(collectively the "Prime Lease"), pursuant to which Sublessor leased all of that
certain building known as "Building 64A" at Perimeter Center (the "Building").
Said Prime Lease to which reference is made above is incorporated herein by this
reference. The Building and the land upon which said Building is located (which
includes certain parking facilities serving the Building), more particularly
described on Exhibit "A", attached hereto and by this reference incorporated
herein, is herein referred to as the "Property".
WHEREAS, Sublessor and Sublessee have agreed that Sublessor shall
sublet approximately 7,240 rentable square feet of such space as rented under
the Prime Lease to Sublessee, as such space is shown on Exhibit "B", upon the
terms and conditions as herein described.
NOW THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, paid by the parties hereto to one another, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto hereby covenant and agree as follows:
1. Premises and Rent
(a) Sublessor hereby subleases and rents to Sublessee, and Sublessee
hereby subleases and rents from Sublessor, under the sublease arrangement set
forth herein, 7,240 rentable square feet of space ( the "Sublease Premises") as
shown on Exhibit "B", being a portion of the rentable space on floor G1. Such
space is immediately available for Sublessee to perform tenant fit-up and finish
work therein, subject to the terms of Paragraph 2 herein. "Base Rent" (as
described herein) will commence upon the occupancy of the Sublease Premises by
Sublessee for the purpose of conducting business, but no later than July 1, 1998
(the "Commencement Date").
(b) The Base Rent for the Sublease Premises due from Sublessee to
Sublessor shall be at an annual rate of $25.59 per rentable square foot per
annum, exclusive of the cost of electricity, which will be metered and paid
separately by Sublessee in accordance with Paragraph 1(e) herein. The Base Rent
will escalate by three percent (3%) per annum, on each anniversary date of the
Commencement Date. Exhibit "C", by this reference incorporated herein, is a
schedule of the Base Rent due from Tenant hereunder.
(c) Sublessee shall pay the Base Rent provided for hereunder in
advance, on the first day of every month during the Term. Payment should made
to:
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Southern Company Services, Inc.
Southern Company Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx
(d) The Sublease Premises shall include Sublessee's right to use, in
common with others, public lobbies, entrances, stairs, corridors, elevators,
cafeterias (if any), and other public portions of the Building. All the windows
and outside walls of the Sublease Premises, and any space in the Sublease
Premises used for shafts, pipes, conduits, ducts, telephone ducts and equipment,
electric or other utilities, sinks or other Building facilities, and the use
thereof and access thereto through the Sublease Premises for the purposes of
operation, maintenance, inspection, display and repairs are hereby reserved to
Sublessor. No easement for light, air or view is granted or implied hereunder,
and the reduction or elimination of Sublessee's light, air or view will not
affect this Sublease.
(e) Sublessee shall install, at Sublessee's sole cost, meters to
separately meter the electricity distributed to and consumed in the Sublease
Premises.
2. Term. The term of the Sublease shall begin upon the Commencement Date,
and end on June 30, 2003. However, Sublessee shall have the right to access to
the Sublease Premises upon the due execution of this Sublease by all parties
hereto, to perform work therein under the terms of this Sublease, but without
the obligation to pay Base Rent until the Commencement Date.
3. No Assignment.
(a) Except as set forth below Sublessee shall not assign this Sublease
nor sublet the Sublease in whole or in part and shall not permit Sublessee's
interest in this Sublease to be vested in any third party by operation of law or
otherwise, without obtaining Sublessor's prior written consent, such consent not
to be unreasonably withheld, conditioned or delayed. Sublessor shall give notice
to Sublessee with Sublessor's response to any proposed assignment or sublease
within twenty (20) days after Sublessor receives all of the "Required Sublease
Information" (as that term is herein defined).
(b) Sublessee shall, however, have the right to assign the Sublease or
sub-sublet the Sublease Premises, or any part thereof, without Sublessor's
consent, and without submitting to Sublessor the Required Sublease Information,
but subject to Sublessor's rights to notice and prohibition contained in this
subparagraph (b), to (i) any entity which controls, is controlled by, or is
under common control with, Sublessee, (ii) any entity resulting from a merger or
consolidation with Sublessee, (iii) any entity which acquires all or
substantially all the assets of Sublessee or of an entity described in this
subparagraph (b) (iv) any entity which acquires all or substantially all of the
assets of a division, affiliate or subsidiary of Sublessee or a division of an
entity described in this subparagraph (b), but only if such organization is
occupying the Sublease Premises, or (v) any entity which acquires a line of
business from Sublessee, and such line of business was conducted in the Sublease
Premises. Sublessee shall have the obligation to notify Sublessor of its intent
to enter into any such arrangement, and if Sublessor reasonably determines that
the proposed assignee
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would cause a violation by Sublessor of its obligations under the Prime Lease,
Sublessor shall have the right to prohibit such arrangement based upon the issue
of violation by Sublessor of its obligations under the Prime Lease, by giving
written notice thereof, acknowledged by Prime Landlord, within ten (10) days of
receipt of Sublessee's notice.
(c) No assignment or subletting shall affect the continuing primary
liability of Sublessee (which, following assignment, shall be joint and several
with the assignee), and Sublessee shall not be released from performing any of
the terms, covenants and conditions of this Lease, unless Sublessor, after
giving due consideration to the issue, believes in its sole and absolute
discretion that the credit history, net assets, cash on hand and other relevant
financial strengths of the assignee or sublessee are such that its interests are
sufficiently protected after releasing Sublessee from liability.
(d) For the purposes of this Paragraph the Required Sublease
Information shall include the following: (i)the identity and business of the
proposed sublessee or assignee; (ii) financial information from the previous
three (3) years and a credit history of the proposed sublessee or assignee;
(iii) a copy of the proposed sublease or assignment of lease to which Sublessee
intends to be a party; (iv) the proposed use of the space by the proposed
sublessee or assignee.
(e) Notwithstanding any provision in this Sublease to the contrary, it
shall not be unreasonable for Sublessor to withhold its consent to any proposed
transfer, assignment, or subletting of the Sublease Premises if (i) the proposed
transferee's anticipated use of the Sublease Premises involves the generation,
storage, use, treatment, or disposal of Hazardous Material, other than any
"Permitted Hazardous Material" (as that term is herein defined); or (ii) the
proposed transferee has been required by any prior landlord, lender, or
governmental authority to take remedial action in connection with Hazardous
Material contaminating a property if the contamination resulted from such
transferee's actions or use of the property in question.
(f) Except in the case of Sublessee's assignment or sub-sublease under
subparagraph (b) above, Sublessee shall reimburse Sublessor on demand for any
reasonable costs that Sublessor may incur in connection with said assignment or
sublease, including the reasonable costs actually paid, if any, of investigating
the acceptability of the proposed assignee or subtenant, and reasonable legal
costs incurred in connection with the granting or withholding of any requested
consent, up to, but not in excess of, Five Hundred and No/100 Dollars ($500.00)
per request.
4. Tenant Improvement Allowance. Sublessor shall provide to Sublessee a tenant
improvement allowance of up to $21,720, which is equal to $3.00 per rentable
square foot of the Sublease Premises. Such amount will be payable by Sublessor
to Sublessee in one lump sum cash payment within 30 days of the due execution of
this Sublease by all parties thereto.
5. Renewal Right. For so long as no Event of Default has occurred and is
continuing, and Sublessee (and not a sub-sublessee or an assignee of Sublessee)
is in occupancy of the Sublease Premises, Sublessee shall have the one time
right to renew this Lease for the period from July 1, 2003, through February 28,
2006, at the then escalated Base Rent rate, with such Base Rent rate continuing
to escalate at a rate of three percent (3%) per annum, on each anniversary of
the Commencement Date. Such right must be exercised no later than October 31,
2002 by a notice to Sublessor.
6. Omitted.
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7. Letter of Credit. (a) Sublessee shall deliver to Sublessor an irrevocable,
unconditional letter of credit in favor of Sublessor in an initial amount (as
may be reduced as set forth below) of $99,999.00, in a form acceptable to
Sublessor and issued by a bank, acceptable to Sublessor, in or having a
correspondent bank in the Atlanta, Georgia metropolitan area. If Sublessee
defaults or otherwise fails to comply with the terms of the Sublease for any
reason, Sublessor may immediately draw upon and receive payment under said
letter of credit, it being the express intent of Sublessor and Sublessee that
the letter of credit be used as a security deposit, securing the full and
complete performance by Sublessee of Sublessee obligations under the Sublease.
Any such draw by Sublessor shall include a statement that an Event of Default on
the part of Sublessee has occurred and is continuing. Such letter of credit
shall permit transfers of the payee thereunder if Sublessor transfers its
interest in the Sublease Premises or the Building. The letter of credit shall be
open and may be drawn upon for a period which expires one (1) month after the
scheduled expiration of the Term; provided however, that such letter of credit
may be a duration shorter than said period so long as Sublessee replaces said
letter of credit with a new letter of credit, on the same terms and conditions,
and in the same amount, as the prior letter of credit, at least one (1) month
prior to the expiration of the prior letter of credit. If Sublessee fails to
replace a prior letter of credit within the period required herein, then
Sublessor shall be immediately authorized and entitled to demand and receive
payment under said letter of credit, and to apply and hold the proceeds
therefrom as a security deposit. If such a security deposit is created as a
result of this paragraph and there is an Event of Default on the part of
Sublessee under the Sublease for any reason, Sublessor may, after giving five
(5) days advance notice to Sublessee, without prejudice to Sublessor's other
remedies, apply part or all of the Security Deposit to cure Sublessee's default.
If Sublessor so uses part or all of the Security Deposit, then Sublessee shall
with ten (10) days after written demand, pay Sublessor the amount used to
restore the Security Deposit to its original amount.
(b) If no Event of Default on the part of Sublessee has occurred and is
continuing, and Sublessor has not previously drawn upon the letter of credit,
then on or after the 1st anniversary of the Commencement Date, the amount of
letter of credit may be reduced (by a replacement letter of credit, in
accordance with the terms of Paragraph 7(a) above), by Tenant to a letter of
credit in the face amount of $84,560.00.
(c) If no Event of Default on the part of Sublessee has occurred and is
continuing, and Sublessor has not previously drawn upon the letter of credit,
then on or after the 2nd anniversary of the Commencement Date, the amount of
letter of credit may be reduced (by a replacement letter of credit, in
accordance with the terms of Paragraph 7(a) above), by Tenant to a letter of
credit in the face amount of $70,121.00.
8. Other Charges; Operating Costs. Normal operating costs for a data center
operation are included in the Base Rent. These include 24 hours per day, 7 days
per week, HVAC support, secured access, raised computer flooring, and special
fire protection systems. Also included in the Base Rent will be Uninterruptable
Power Service ("UPS"), through the Building's UPS system. In addition to the
Base Rent, Sublessee will reimburse Sublessor for any special operating costs as
reasonably determined by Sublessor, if such costs are incurred due to or as a
result of additional services requested by Sublessee.
9. Subordinate to Prime Lease. This Sublease is subject and subordinate in all
instances and under all circumstances to the Prime Lease. Except as may be
inconsistent with the terms hereof,
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all the terms, covenants and conditions in the Prime Lease contained shall be
applicable to this Sublease with the same force and affect as if Sublessor were
the "Landlord" under the Prime Lease and Sublessee were the "Tenant" thereunder;
and in case of any breach hereof by Sublessee, Sublessor shall have all the
rights against Sublessee as would be available to Prime Landlord against
Sublessor as "Tenant" under the Prime Lease.
10. Omitted
11. Omitted.
12. Use. Sublessee shall use the Sublease Premises in accordance with and
subject to the Prime Lease, and in a manner which does not interfere with
Sublessor or create any disturbance or nuisance to any other party, including
any other subtenants or users of the Building. The Sublease Premises may be used
as a data center, plus general office purposes incidental thereto and, in
connection therewith, Sublessee may permit servers or other such equipment of
third-parties to be placed or located within the Sublease Premises, and such use
by third-parties shall not be deemed a sublease or assignment for the purposes
of this Sublease. The use by Sublessee as contemplated above does not, to
Sublessor's knowledge, violate the terms of any certificate of occupancy issued
for the Sublease Premises.
13. Condition of Sublease Premises; Review by Sublease.
(a) Sublessee shall take the Sublease Premises "as is, where is",
except that Sublessor has agreed to and shall provide, at no additional cost or
expense to Sublessee, a demising wall separating the Sublease Premises from
other space in the Building, in accordance with all applicable codes, but
otherwise as Sublessor deems appropriate. Sublessee has had the opportunity to
and has inspected the Sublease Premises, and Sublessor makes and has made no
representations or warranties whatsoever with respect to the Sublease Premises
or the fitness thereof for Sublessee's intended purpose.
(b) Sublessee hereby acknowledges and agrees that Sublessee has had the
opportunity of and has reviewed the Prime Lease. Sublessor makes no
representations or warranties about said Prime Lease or its current status,
except as provided herein.
14. Brokerage. CB COMMERCIAL REAL ESTATE GROUP, INC. ("CB") HAS ACTED AS AGENT
FOR SUBLESSOR IN THIS TRANSACTION. THE XXXXXX COMPANY HAS ACTED AS AGENT FOR
SUBLESSEE IN THIS TRANSACTION. CB AND THE XXXXXX COMPANY SHALL EACH BE PAID A
COMMISSION BY SUBLESSOR AS INDICATED IN EXHIBIT "D". Sublessor and Sublessee
hereby covenant and agree to one another that no brokerage fees or commissions
are due with respect to or in conjunction with this Sublease as a result of such
party having dealt with any broker other than CB or THE XXXXXX COMPANY.
Sublessor and Sublessee hereby indemnify one another, and hold one another
harmless, from and against all loss, cost, damage or expense, including, but not
limited to, attorney's fees and court costs, incurred by a party hereto as a
result of any claims for brokerage fees or commissions due which are made by
reason of such party having dealt with any broker (other than CB or THE XXXXXX
COMPANY). Sublessee shall cause any agent or broker representing Sublessee to
execute a lien waiver to and for the benefit of Sublessor and Prime Landlord,
upon receipt by such agent or broker of any commission due hereunder, waiving
any and all lien rights with respect to the Building or Property such agent or
broker has or might have under Georgia law.
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15. Insurance.
(a) Sublessee shall carry (at its sole expense during the Term): (i)
fire and extended coverage insurance insuring Sublessee's improvements to the
Sublease Premises and any and all furniture, equipment, supplies, contents and
other property owned, leased, held or possessed by Sublessee and contained
therein, such insurance coverage to be equal to the full replacement value of
such improvements and property, as such may increase from time to time; (ii)
worker's compensation insurance required by the State of Georgia; and (iii)
commercial general liability coverage on an occurrence basis for injury to or
death of a person or persons and for damage to property occasioned by or arising
out of the condition, use, or occupancy of the Sublease Premises, or other
portions of the Building, including contractual liability and such other
coverages and endorsements as are reasonably required by Sublessor, such policy
to have a combined single limit of not less than Three Million and No/100
Dollars ($3,000,000) for any bodily injury or property damage occurring as a
result of or in connection with the above. Prime Landlord, Sublessor and
Sublessor's property manager shall be named additional insureds on the policies
required hereunder and such policies shall provide that the coverage thereunder
is primary to, and not contributing with, any policy carried by any such
additional insured.
(b) Sublessee shall have included in all policies of insurance
respectively obtained by it with respect to the Building or Sublease Premises a
waiver by the insurer of all right of subrogation against the Sublessor in
connection with any loss or damage thereby insured against, and Sublessor shall
have included in all property insurance policies required to be maintained by
Sublessor under this Sublease a waiver by the insurer of all right of
subrogation against the Sublessee in connection with any loss or damage thereby
insured against. To the full extent permitted by law, Sublessor as to its
property insurance policies and Sublessee as to all its policies, each waives
all right of recovery against the other for, and agrees to release the other
from liability for, loss or damage to the extent such loss or damage results
from a cause covered by valid and collectible insurance in effect at the time of
such loss or damage; provided however, that the foregoing release by each party
is conditioned upon the other party's carrying insurance with the above
described waiver of subrogation to the extent required above, and if such
coverage is not obtained or maintained by either party, then the other party's
foregoing release shall be deemed to be rescinded until such waiver is either
obtained or reinstated.
(c) All said insurance policies shall be carried with companies
licensed to do business in the State of Georgia reasonably satisfactory to
Sublessor having a Best's Rating of A XII or better and shall be noncancellable
and nonamendable except after thirty (30) days' written notice to Sublessor. At
Sublessor's request, duly executed certificates of such insurance shall be
delivered to Sublessor prior to the Commencement Date and at least thirty (30)
days prior to the expiration of each respective policy term. Sublessor shall
have the right to periodically review the coverages required hereunder and if
Sublessor deems it reasonably necessary to require additional coverage resulting
from inflation or from increases in jury verdicts or other economic conditions
in the jurisdiction where the Property is located, Sublessee shall obtain the
coverage requested by Sublessor.
16. Sublessee's Care Of The Sublease Premises.
(a) Sublessee will maintain the Sublease Premises and the fixtures and
appurtenances therein in at least the same condition that existed on the
Commencement Date, and will not commit
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or permit waste therein. Any repair work, maintenance and any alterations
permitted by Sublessor in the Sublease Premises (i) shall be done at Sublessee's
sole cost and expense; (ii) shall be done by Sublessor's employees or agents or,
with Sublessor's consent, by persons requested by Sublessee; and (iii) shall
first be consented to by Sublessor. Sublessee shall, at Sublessee's expense, but
under the direction of Sublessor and performed by Sublessor's employees or
agents, or with Sublessor's consent, by persons requested by Sublessee and
consented to by Sublessor, promptly repair any injury or damage to the Sublease
Premises or Building caused by the misuse or neglect thereof by Sublessee, by
Sublessee's contractors, subcontractors, customers, employees, licensees,
agents, or invitees.
(b) Sublessee will not, without Sublessor's prior consent, and, as
applicable under the Prime Lease, without the prior consent of Prime Landlord,
make alterations, additions or improvements (including, but not limited to,
structural alterations, additions or improvements) in or about Sublease Premises
and will not do anything to or on the Sublease Premises which will increase the
rate of insurance on the Building or the Property. All alterations, additions or
improvements of a permanent nature made or installed by Sublessee to the
Sublease Premises shall become the property of Sublessor at the expiration or
early termination of this Lease. Sublessor reserves the right to require
Sublessee to remove any improvements or additions made to the Sublease Premises
by Sublessee and to repair and restore the Sublease Premises to their condition
prior to such alteration, addition or improvement, reasonable wear and tear,
unrepaired casualty and condemnation excepted, unless Sublessor and, if
applicable, Prime Landlord, has agreed at or prior to the time Sublessee
requests the right to make such alteration, addition or improvement that such
item need not be removed by Sublessee at the expiration or early termination of
the Term.
(c) No later than the last day of the Term, Sublessee will remove
Sublessee's personal property and repair injury done by or in connection with
installation or removal of said property and surrender the Sublease Premises
(together with all keys, access cards or entrance passes to the Sublease
Premises and/or the Building) in as good a condition at the beginning of the
Term, reasonable wear and tear, unrepaired casualty and condemnation excepted.
All property of Sublessee remaining in the Sublease Premises after expiration or
early termination of the Term shall be deemed conclusively abandoned and may be
removed by Sublessor, and Sublessee shall reimburse Sublessor for the cost of
removing the same, subject however, to Sublessor's right to require Sublessee to
remove any improvements or additions made to the Sublease Premises by Sublessee
pursuant to the preceding Paragraph.
(d) In doing any work on the installation of Sublessee's furnishings,
fixtures, or equipment in the Sublease Premises, Sublessee will use only
contractors or workers consented to by Sublessor prior to the time such work is
commenced. The foregoing sentence shall not apply to any internal wiring or
cabling in the Sublease Premises, so long as such work is done in accordance
with all applicable codes and legal requirements. Sublessor may condition its
consent upon its receipt from such contractors or workers of acceptable (i) lien
waivers; and (ii) evidence of liability and personal property insurance coverage
in amounts and with insurance carriers satisfactory to Sublessor. Sublessee
shall promptly remove any lien or claim of lien for material or labor claimed
against the Sublease Premises or Building, or both, by such contractors or
workers if such claim should arise, and hereby indemnifies and holds Sublessor
harmless from and against any and all loss, cost, damage, expense or liabilities
including, but not limited to, attorney's fees, incurred by Sublessor, as a
result of or in any way related to such claims or liens.
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(e) All personal property brought into the Sublease Premises by
Sublessee, its employees, licensees and invitees shall be at the sole risk of
Sublessee, and Sublessor shall not be liable for theft thereof or of money
deposited therein or for any damages thereto, such theft or damage being the
sole responsibility of Sublessee, unless arising out of the gross negligence or
willful misconduct of Sublessee.
17. Default By Sublessee; Sublessor's Remedies.
(a) The occurrence of any of the following shall constitute an Event of
Default hereunder by Sublessee:
(i) The Rent or any other sum of money due of Sublessee
hereunder is not paid within five (5) business days
of the effective date of notice of such late payment;
(ii) The Sublease Premises are abandoned or vacated;
(iii) Any petition is filed by or against Sublessee under
any section or chapter of the National or Federal
Bankruptcy Act or any other applicable Federal or
State bankruptcy, insolvency or other similar law,
and, in the case of a petition filed against
Sublessee, such petition is not dismissed within
ninety (90) days after the date of such filing; if
Sublessee shall become insolvent or transfer property
to defraud creditors; if Sublessee shall make an
assignment for the benefit of creditors; or if
receiver is appointed for any of Sublessee's assets;
(iv) Sublessee fails to bond off or otherwise remove any
lien filed against the Sublease Premises or the
Building by reason of Sublessee's actions, within
fifteen (15) business days after Sublessee has notice
of the filing of such lien;
(v) Sublessee fails to observe, perform and keep the
covenants, agreements, provisions, stipulations,
conditions and Rules herein contained to be observed,
performed and kept by Sublessee (other than the
failure to pay when due any Rent or any other sum of
money becoming due Sublessor hereunder, which under
all circumstances is governed by and subject to
Paragraph 17(a)(i) herein), and persists in such
failure after fifteen (15) days written notice by
Sublessor requiring that Sublessee remedy, correct,
desist or comply (or if any such failure to comply on
the part of Sublessee would reasonably require more
than fifteen (15) days to rectify, unless Sublessee
commences rectification within the fifteen (15) day
notice period and thereafter promptly, effectively
and continuously proceeds with the rectification of
the failure to comply on the part of Sublessee and,
in all such events, cures such failure to comply on
the part of Sublessee no later than ninety (90) days
after such notice).
(b) Upon the occurrence of an Event of Default, Sublessor shall have
the option to do and perform any one or more of the following:
(i) Terminate this Sublease, in which event Sublessee
shall immediately surrender the Sublease Premises to
Sublessor. If Sublessee shall fail to do so,
Sublessor may, without further notice and without
prejudice to any other
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remedy Sublessor may have, enter upon the Sublease
Premises as permitted by law, without the requirement
of resorting to the dispossessory procedures set
forth in O.C.G.A.SectionSection44-7-50 et seq. and
expel or remove Sublessee and Sublessee's effects
without being liable for any claim for trespass or
damages therefor. Upon any such termination,
Sublessee shall remain liable to Sublessor for
damages, due and payable monthly on the day Rent
would have been payable hereunder, in an amount equal
to the Rent and any other amounts which would have
been owing by Sublessee for the balance of the Term,
had this Sublease not been terminated, less the net
proceeds, if any, of any reletting of the Sublease
Premises by Sublessor, after deducting all of
Sublessor's costs and expenses (including, without
limitation, advertising expenses and professional
fees) incurred in connection with or in any way
related to the termination of this Sublease, eviction
of Sublessee and such reletting; and/or
(ii) Declare the entire amount of Rent calculated on the
current rate being paid by Sublessee, and other sums
which would become due and payable during the
remainder of the Term, discounted to present value by
using a reasonable discount rate selected by
Sublessor, to be due and payable immediately. Upon
such acceleration of such amounts, Sublessee agrees
to pay the same at once, together with all Rent and
other amounts theretofore due, less the market value
of the Sublease Premises for the remainder of the
Term, as reasonably determined by Sublessor (taking
into consideration the probable costs of marketing
and reletting the Sublease Premises, then-current
rental rates, probable rental rates for the remainder
of the Term, probable concession packages, the
probability of reletting the Sublease Premises and
the probable amount of time which will elapse before
the Sublease Premises are relet), at Sublessor's
address as provided herein; provided however, that
such payment shall not constitute a penalty or
forfeiture but shall constitute liquidated damages
for Sublessee's failure to comply with the terms and
provisions of this Sublease (Sublessor and Sublessee
agreeing that Sublessor's actual damages in such an
event are impossible to ascertain and that the amount
set forth above is a reasonable estimate thereof).
The acceptance of such payment by Sublessor shall not
constitute a waiver of rights or remedies to
Sublessor for any failure of Sublessee thereafter
occurring to comply with any term, provision,
condition or covenant of this Sublease; and/or
(iii) Enter the Sublease Premises as permitted by law,
without the requirement of resorting to the
dispossessory procedures set forth in
O.C.G.A.SectionSection44-7-50 et seq. and without
being liable for any claim for trespass or damages
therefor, and, in connection therewith, rekey the
Sublease Premises, remove Sublessee's effects
therefrom and store the same at Sublessee's expense,
without being liable for any damage thereto, and
relet the Sublease Premises as the agent of
Sublessee, without advertisement, by private
negotiations, for any term Sublessor deems proper,
and receive the rent therefor. Sublessee shall pay
Sublessor on demand any deficiency that may arise by
reason of
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such reletting, but Sublessee shall not be entitled
to any surplus so arising. Sublessee shall reimburse
Sublessor for all costs and expenses (including,
without limitation, advertising expenses and
professional fees) incurred in connection with or in
any way related to the eviction of Sublessee and
reletting the Sublease Premises, and for the amount
of any other Rent which would have been due of
Sublessee to Sublessor hereunder if not for certain
concessions granted by Sublessor to Sublessee.
Sublessor, in addition to but not in lieu of or in
limitation of any other right or remedy provided to
Sublessor under the terms of this Sublease or
otherwise (but only to the extent such sum is not
reimbursed to Sublessor in conjunction with any other
payment made by Sublessee to Sublessor), shall have
the right to be immediately repaid by Sublessee the
amount of all sums expended by Sublessor and not
repaid by Sublessee in connection with preparing or
improving the Sublease Premises to Sublessee's
specifications and any and all reasonable costs and
expenses incurred in renovating or altering the
Sublease Premises to make it suitable for reletting;
and/or
(iv) Do whatever Sublessee is obligated to do under this
Sublease, including, but not limited to, entering the
Sublease Premises, without being liable to
prosecution or any claims for damages, in order to
accomplish this purpose. Sublessee agrees to
reimburse Sublessor immediately upon demand for any
reasonable expenses which Sublessor may incur in thus
effecting compliance with this Lease on behalf of
Sublessee. Sublessor shall not be liable for any
damages resulting to Sublessee from such action,
whether caused by the negligence of Sublessor or
otherwise.
(c) Pursuit by Sublessor of any of the foregoing remedies shall not
preclude the pursuit of general or special damages incurred, or of any of the
other remedies provided herein, at law or in equity.
(d) No act or thing done by Sublessor or Sublessor's employees or
agents during the Term shall be deemed an acceptance of a surrender of the
Sublease Premises. Neither the mention in this Sublease of any particular
remedy, nor the exercise by Sublessor of any particular remedy hereunder, at law
or in equity, shall preclude Sublessor from any other remedy Sublessor might
have under this Sublease, at law or in equity. Any waiver of or redress for any
violation of any covenant or condition contained in this Sublease or any of the
Rules now or hereafter adopted by Sublessor, shall not prevent a subsequent act,
which would have originally constituted a violation, from having all the force
and effect of an original violation. The receipt by Sublessor of Rent with
knowledge of the breach of any covenant in this Sublease shall not be deemed a
waiver of such breach.
18. Condemnation. If the Sublease Premises, or a part of such Sublease Premises
(comprising at least ten percent (10%) of the rentable square feet therein) such
that the Sublease Premises are unusable, are taken by eminent domain or other
similar proceeding or are conveyed in lieu of such taking, then at the option of
either Sublessor or Sublessee, such option to be exercised, if at all, within
thirty (30) days after the party first has knowledge of the condemnation, this
Sublease shall expire on the date when title or right of possession vests, and
Rent paid for any period beyond said
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date shall be repaid to Sublessee. If there is a partial taking where this
Sublease is not terminated, the Rent shall be adjusted in proportion to the
square feet of Sublease Premises taken, determined by Sublessor. In either
event, Sublessor shall be entitled, and Sublessee shall not have any right, to
claim any award made in any condemnation proceeding, action or ruling relating
to the Building or the Property; provided, however, Sublessee shall be entitled
to make a claim in any condemnation proceeding, action or ruling relating to the
Building for Sublessee's moving and relocation expenses and the unamortized
value of leasehold improvements in the Sublease Premises actually paid for by
Sublessee, to the extent such claim does not in any manner impact upon or reduce
Sublessor's claim or award in such condemnation proceeding, action or ruling.
Sublessor shall have, in Sublessor's sole discretion, the option of terminating
this Sublease if any such condemnation, action, ruling or conveyance in lieu
thereof makes continuation of Sublessor's use of the Building economically
unfeasible.
19. Inspections. Sublessor, its agents or employees may enter the Sublease
Premises at reasonable hours, upon reasonable notice (except in an emergency,
for which no notice shall be required), to (a) exhibit the Sublease Premises to
prospective purchasers or, during the last six (6) months of the Term or if an
Event of Default on the part of Sublessee has occurred and is continuing,
sublessees or other potential occupants of the Sublease Premises or the
Building; (b) inspect the Sublease Premises to see that Sublessee is complying
with its obligations hereunder; and (c) make repairs (i) required of Sublessor
under the terms hereof; (ii) to any adjoining space in the Building; or (iii) to
any systems serving the Building which run through the Sublease Premises.
Sublessor shall endeavor to conduct any such inspections or entries in the
Sublease Premises in such a manner as to not unreasonably disrupt or interrupt
Sublessee's operations in the Sublease Premises.
20. Subordination.
(a) This Sublease shall be subject and subordinate to the Prime Lease
and to any underlying land leases or deeds to secure debt which may now or
hereafter affect this Lease, the Building or the Property and also to all
renewals, modifications, extensions, consolidations, and replacements of such
underlying land leases and such deeds to secure debt. In confirmation of the
subordination set forth in this Xxxxxxxxx 00, Xxxxxxxxx shall, at Sublessor's
request, execute and deliver such further instruments as may be desired by the
holder of the deed to secure debt (a "Mortgagee") or by any lessor under any
such underlying land leases. Notwithstanding the foregoing, Sublessor or such
Mortgagee shall have the right to subordinate or cause to be subordinated, in
whole or in part, any such underlying land leases or deeds to secure debt to
this Sublease (but not in respect to priority of entitlement of insurance or
condemnation proceeds). If any such underlying land leases or deeds to secure
debt terminate for any reason or any such deeds to secure debt are foreclosed or
a conveyance in lieu of foreclosure is made for any reason, Sublessee shall,
notwithstanding any subordination, deliver to Mortgagee within ten (10) days of
written request an attornment agreement, providing that such Sublessee shall
continue to abide by and comply with the terms and conditions of this Sublease.
(b) If any proceedings are brought for the foreclosure of, or in the
event of exercise of the power of sale or conveyance in lieu of foreclosure
under any deed to secure debt, Sublessee shall at the option of the purchaser at
such foreclosure or other sale, attorn to such purchaser and recognize such
person as Sublessor under this Sublease. The institution of any suit, action or
other
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proceeding by a Mortgagee or a sale of the Sublease Property pursuant to the
powers granted to a Mortgagee under its deed to secure debt, shall not, by
operation of law or otherwise, result in the cancellation or the termination of
this Sublease or of the obligations of Sublessee hereunder.
(c) If such purchaser requests and accepts such attornment, from and
after such attornment, Sublessee shall have the same remedies against such
purchaser for the breach of an agreement contained in this Lease that Sublessee
might have had against Sublessor if the deed to secure debt had not been
terminated or foreclosed, except such purchaser shall not be (i) liable for any
act or omission of the prior Sublessor; (ii) subject to any offsets or defenses
which Sublessee might have against the prior Sublessor; or (iii) bound by any
Rent or security deposit which Sublessee might have paid in advance to the prior
Sublessor.
21. Indemnification And Hold Harmless.
(a) Sublessee hereby indemnifies, agrees to defend and holds Sublessor
harmless from and against any injury, expense, damage, liability or claim,
imposed on Sublessor by any person whomsoever, whether due to damage to the
Sublease Premises, claims for injuries to the person or property of any other
Sublessee of the Building or of any other person in or about the Building for
any purpose whatsoever, or administrative or criminal action by a governmental
authority, provided such injury, expense, damage, liability or claim results
either directly or indirectly from the act, omission, negligence, misconduct or
breach of any provisions of this Sublease by Sublessee, the agents, contractors,
or employees of Sublessee, or any other person entering upon the Sublease
Premises under express or implied invitation or consent of Sublessee, and
provided further that in assessing Sublessee's liability hereunder, the
negligence (if any) of Sublessor associated with such occurrence or incident
shall be taken into account. Sublessee further agrees to reimburse Sublessor,
its agents, contractors or employees or Sublessor's property manager for any
reasonable costs or expenses, including, but not limited to, court costs and
reasonable attorney's fees, which Sublessor or Sublessor's property manager may
incur in investigating, handling or litigating any such claim or any action by a
governmental authority.
(b) Sublessee shall give notice to Sublessor of any defective condition
in or about the Sublease Premises known to Sublessee, and further agrees to
attempt to contact Sublessor by telephone reasonably promptly, or if such
condition is, in Sublessee's reasonable judgment, dangerous, immediately in such
instance.
22. Taxes on Sublessee's Property. Sublessee shall be liable for all taxes
levied or assessed against personal property, furniture or fixtures placed by
Sublessee in the Sublease Premises (herein called "Sublessee's Property"). If
any such taxes for which Sublessee is liable are levied or assessed against
Sublessor or Sublessor's property and if Sublessor elects to pay the same, after
notice to Sublessor, or if the assessed value of Sublessor's Property is
increased as a result of inclusion of Sublessee's Property, and Sublessor elects
to pay the taxes based on such increase, Sublessee shall pay to Sublessor upon
demand and evidence of payment that part of such taxes for which Sublessee is
primarily liable hereunder.
23. Mechanic's Lien. In the case of the filing of any mechanic's lien upon the
Sublease Premises, the Building or any improvements thereon during the Term
caused by or resulting from any work performed, materials furnished or
obligation incurred by or at the request of Sublessee, Sublessee will promptly
pay, post an adequate bond or otherwise discharge the same. If default in
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payment or discharge thereof, or failure to post bond, shall continue for thirty
(30) days after notice thereto from Sublessor to Sublessee, Sublessor shall have
the right and privilege at Sublessor's option, in addition to and not in lieu of
any other remedies available to Sublessee hereunder, of bonding off said lien.
In such event, any amounts so paid, including expenses and interest, shall be so
much Rent hereunder due from Sublessee to Sublessor and shall be repaid to
Sublessor immediately on demand.
24. Remedies Cumulative. The rights given to Sublessor and Sublessee herein are
in addition to any rights that may be given to Sublessor or Sublessee by any
statute or under law.
25. Entire Agreement-No Waiver. 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
and effect. The failure of either party to insist in any instance on strict
performance of any covenant or condition hereof, or to exercise any option
herein contained, shall not be construed as a waiver of such covenant, condition
or option in any other instance. This Sublease cannot be changed or terminated
orally, and can be modified only in writing, executed by each party hereto.
26. Holding Over. If Sublessee remains in possession of the Sublease Premises
after expiration of the Term, or after any termination of the Sublease by
Sublessor, with Sublessor's acquiescence and without any written agreement
between the parties, Sublessee shall be a tenant at sufferance and such tenancy
shall be subject to all the provisions hereof, except that the Monthly Rental
for said holdover period shall be one hundred fifty percent (150%) of the amount
of Rent due in the last month of the Term, for the first three (3) months of any
such holdover, and then double the amount of such Rent thereafter. There shall
be no renewal of this Sublease by operation of law. Nothing in this Paragraph
shall be construed as a consent by Sublessor to the possession of the Sublease
Premises by Sublessee after the expiration of the Term or any termination of the
Sublease by Sublessor.
27. Estoppel Certificates. (a) Sublessee shall furnish from time to time when
requested by Sublessor or the holder of any deed to secure debt or mortgage
covering all or any part of the Building or the improvements therein or the
Sublease Premises or any interest of Sublessor therein, a certificate signed by
Sublessee confirming and containing the following factual certifications: (i)
this Sublease is unmodified and in full force and effect (or if there shall have
been modifications that this Sublease is in full force and effect as modified
and stating such modifications); (ii) the dates to which all rental and other
charges have been paid and whether any such payment represents payment in
advance; and (iii) to the best knowledge of Sublessee no default of the other
party in the performance of any covenant, agreement or condition has occurred
and remains uncured or has been waived or, if default has occurred, the steps
being taken, if any, to cure or correct the same, and Sublessee shall, within
fifteen (15) days following receipt of said proposed certificate from Sublessor,
return a fully executed copy of said certificate to Sublessor.
(b) Sublessor shall furnish from time to time when requested by
Sublessee, a certificate signed by Sublessor confirming and containing the
following factual certifications: (i) this Sublease is unmodified and in full
force and effect (or if there shall have been modifications that this Sublease
is in full force and effect as modified and stating such modifications); (ii)
the dates to which all rental and other charges have been paid and whether any
such payment represents payment in advance; and (iii) to the best knowledge of
Sublessor no default of the other party in the
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performance of any covenant, agreement or condition has occurred and remains
uncured or has been waived or, if default has occurred, the steps being taken,
if any, to cure or correct the same, and Sublessor shall, within fifteen (15)
days following receipt of said proposed certificate from Sublessee, return a
fully executed copy of said certificate to Sublessee.
28. Other Charges. If Sublessor is charged for additional rent or any other sums
pursuant to the provisions of the Prime Lease, as a result of or in connection
with requests made or actions taken by Sublessee, including, but not limited to,
Article II thereof, Sublessee shall be liable for Sublessee's Share of such
additional rent or other sums, unless such charge arises out of the acts or
failure to act (where action is required) of Sublessor. If Sublessee shall
procure any additional services from the Building, such as alterations or
after-hour air conditioning, Sublessee shall pay for same at the rates charged
therefor by the Prime Landlord and shall make such payment to the Sublessor or
Prime Landlord, as Sublessor shall direct. If payment is made to Sublessor,
Sublessor shall be liable to Prime Landlord for such charges and shall indemnify
and hold harmless Sublessee against any claim by Prime Landlord, for payment.
Any sums payable by Sublessee under this Paragraph shall be additional Rent and
collectible by Sublessor as such. If Sublessor receives any refund from Prime
Landlord, Sublessee shall be entitled to the return of so much thereof as shall
be attributable to prior payments by Sublessee.
29. Headings. The headings in this Sublease are included for convenience only
and shall not be taken into consideration in any construction or interpretation
of any part of this Sublease.
30. Attorney's Fees. If Sublessor has to engage or consult with an attorney as a
result of or in connection with a failure by Sublessee to pay any Rent as and
when due under the Sublease, then Sublessee shall owe to Sublessor, in addition
to and not in lieu of any other amounts due hereunder, and shall pay within ten
(10) days after demand for payment therefor is made, all such attorneys fees
incurred by Sublessor. Also, if any law suit or court action between Sublessor
and Sublessee arises out of or under this Sublease, the prevailing party in such
law suit or court action shall be entitled to and shall collect from the
non-prevailing party the reasonable attorney's fees and court costs actually
incurred by the prevailing party with respect to said lawsuit or court action.
31. Time Of Essence. TIME IS OF THE ESSENCE OF THIS SUBLEASE.
32. No Estate In Land. Sublessee has only a usufruct under this Sublease, not
subject to levy or sale. No estate shall pass out of Sublessor by this Sublease.
33. Services. (a) Except as otherwise provided herein, the only services or
rights to which Sublessee is entitled hereunder are those to which Sublessor is
entitled to as "Tenant" under the Prime Lease, and Sublessee shall be entitled
to all such services or rights. For all such services and rights Sublessee will
look to Prime Landlord under the Prime Lease. Notwithstanding the foregoing
sentence, unless consented to by Sublessor, Sublessee shall not contact Prime
Landlord directly, but instead shall request that Sublessor do so, if Sublessee
is not receiving services from Prime Landlord as provided for in the Prime
Lease.
(b) Supplementing Paragraph 8 of this Sublease, the following services
are (by way of illustration but not limitation) available and shall be provided
to the Sublease Premises and are included in the Base Rent:
1. Halon and other specialized fire protection systems.
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2. Uninterruptable Power Systems, generators, power
distribution units, and batteries.
3. 24-hours per day, 7 days per week, HVAC systems
4. Raised, computer flooring
5. Special security or monitoring systems
6. Janitorial Service
7. Elevator Service
34. No Acts. Neither party shall do nor permit anything to be done which would
cause the Prime Lease to be terminated or forfeited or any claims to accrue to
the benefit of Prime Landlord by reason of any right of termination or
forfeiture reserved or vested in Prime Landlord under the Prime Lease, or any
rights to damages accruing to or for the benefit of Prime Landlord under the
Prime Lease, and each party shall indemnify, agree to defend and hold the other
party harmless from and against all loss, cost, damage or expense, including,
but not limited to, attorney's fees and court costs, incurred by such party by
reason of any default on the part of the other party by reason of which the
Prime Lease may be terminated or forfeited, or any claims shall accrue to the
benefit of or for Prime Landlord under the Prime Lease. Notwithstanding the
above, if Sublessee fails to make a payment when due hereunder, then Sublessor
may not, in turn, fail to pay Prime Landlord the rent due under the Prime Lease,
and make a claim against Sublessee hereunder that Sublessee, by virtue of such
non-payment, has caused a default under the Prime Lease. Sublessor shall provide
to Sublessee in a reasonably prompt manner any notice received by Sublessor from
Prime Landlord of a default under the Prime Lease to the extent such default
relates to the Sublease Premises and events, occurrences or actions arising
therefrom or therein.
35. Parking Arrangements. Sublessor shall maintain parking spaces on the
Property for use by Sublessee and Sublessee's invitees and employees, on an
unreserved and non-exclusive basis in the ratio 4.0 parking passes per 1000
rentable square feet of office space leased by Sublessee, and Sublessee shall
use no more than said amount of parking spaces. Such parking shall be available
subject to the limitations and conditions from time to time imposed by
Sublessor.
36. Rules And Regulations. The Rules on Exhibit "E" are a part of this Sublease.
Sublessor may from time to time reasonably amend, modify, delete or add
additional Rules for the use, operation, safety, cleanliness and care of the
Sublease Premises and the Building. Such new or modified Rules shall be
effective upon notice to Sublessee. Sublessee will cause its employees and
agents, or any others permitted by Sublessee to occupy or enter the Sublease
Premises to at all times abide by the Rules. If there is a breach of any Rules,
Sublessor shall have all remedies in this Sublease provided for in an Event of
Default by Sublessee. Sublessor shall not be responsible to Sublessee for the
nonobservance by any other Sublessee or person of any such Rules.
37. Late Payments. Any payment due of Sublessee hereunder not received by
Sublessor within five (5) days of the date when due shall be assessed a five
percent (5%) charge for Sublessor's administrative and other costs in processing
and pursuing the payment of such late payment, and shall be assessed an
additional five percent (5%) charge for the aforesaid costs of Sublessor for
each month thereafter until paid in full; provided, however, that the aforesaid
five percent (5%) charge shall not be due the 1st time in any twelve (12) month
period that a payment is not made when due
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by Sublessee, unless such payment is not made within five (5) days after notice
that such payment has not been made is given to Sublessee. Acceptance by
Sublessor of a payment, and the cashing of a check, in an amount less than that
which is currently due shall in no way affect Sublessor's rights under this
Sublease and in no way be an accord and satisfaction. This provision does not
prevent Sublessor from declaring the non-payment of Rent when due an event of
default hereunder.
38. Severability And Interpretation.
(a) if any clause or provision of this Sublease shall be deemed
illegal, invalid or unenforceable under present or future laws effective during
the Term, the remainder of this Sublease shall not be affected by such
illegality, invalidity or unenforceability, and in lieu of each clause or
provision of this Sublease that is illegal, invalid or unenforceable, there
shall be added as a part of this Lease a clause or provision as similar in terms
to such illegal, invalid or unenforceable clause or provision as may be possible
and be legal, valid and enforceable.
(b) If any provisions of this Sublease require judicial interpretation,
the court interpreting or construing the same shall not apply a presumption that
the terms of any such provision shall be more strictly construed against one
party or the other by reason of the rule of construction that a document is to
be construed most strictly against the party who itself or through its agent
prepared the same, as all parties hereto have participated in the preparation of
this Sublease.
39. Multiple Sublessees. If more than one individual or entity comprises and
constitutes Sublessee, then all individuals and entities comprising Sublessee
are and shall be jointly and severally liable for the due and proper performance
of Sublessee's duties and obligations arising under or in connection with this
Sublease.
40. Force Majeure. Sublessor and Sublessee shall be excused for the period of
any delay and shall not be deemed in default with respect to the performance of
any of the terms, covenants, and conditions of this Sublease when prevented from
so doing by causes beyond Sublessor's and Sublessee's respective, reasonable
control, which shall include, but not be limited to, all labor disputes,
governmental regulations or controls, fire or other casualty, inability to
obtain any material or services, or acts of God; provided however, in no event
and under no circumstances shall an inability or failure to pay money be
attributable to or be excused by any of the matters set forth above.
41. Quiet Enjoyment. So long as an Event of Default on the part of Sublessee has
not occurred and is continuing, Sublessor shall warrant and defend Sublessee in
the quiet enjoyment and possession of the Sublease Premises during the Term
against any and all claims made by, through or under Sublessor, subject to the
terms of this Sublease.
42. Exculpation Of Sublessor. Sublessor's liability to Sublessee with respect to
this Sublease shall be limited solely to Sublessor's interest in the Building.
Neither Sublessor nor any of the partners of Sublessor nor any officer,
director, or shareholder of Sublessor shall have any personal liability
whatsoever with respect to this Sublease. No partners of Sublessee, nor any
officer, director, or shareholder of Sublessee shall have any personal liability
whatsoever with respect to the Sublease.
43. Original Instrument. Any number of counterparts of this Sublease may be
executed, and each such counterpart shall be deemed to be an original
instrument.
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44. Georgia Law. This Sublease has been made under and shall be construed and
interpreted under and in accordance with the laws of the State of Georgia.
45. No Recordation Of Sublease. Without the prior consent of Sublessor, neither
this Sublease nor any memorandum hereof shall be recorded or placed on public
record.
46. Hazardous Wastes.
(a) Sublessee shall not (either with or without negligence) cause or
permit the escape, disposal or release of any biologically or chemically active
or other hazardous substances or materials. Sublessee shall not allow the
storage or use of such substances or materials in any manner not sanctioned by
law, nor allow to be brought into the Building, the Sublease Premises or the
Property, any such materials or substances except to use in the ordinary course
of Sublessee's business, and then only if such are "Permitted Hazardous
Substances" (as that term is herein defined). Without limitation, hazardous
substances and materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and
the regulations adopted under these acts. If any lender or governmental agency
shall ever require testing to ascertain whether or not there has been any
release of hazardous materials, then the reasonable costs thereof shall be
reimbursed by Sublessee to Sublessor upon demand as additional charges if such
requirement applies to the Sublease Premises. In addition, Sublessee shall
execute affidavits, representations and the like from time to time at
Sublessor's request concerning Sublessee's best knowledge and belief regarding
the presence of hazardous substances or materials on the Sublease Premises. In
all events, Sublessee shall indemnify Sublessor in the manner elsewhere provided
in this Sublease from any release of hazardous materials on the Sublease
Premises occurring while Sublessee is in possession, or elsewhere if caused by
Sublessee or persons acting under Sublessee. The within covenants shall survive
the expiration or earlier termination of the Term.
(b) As used herein, the term "Hazardous Material" means any hazardous
or toxic substance, material, or waste which is or becomes regulated as such by
any local governmental authority or the United States Government. The term
"Hazardous Material" includes, without limitation, any material or substance
which is (i) defined as a "hazardous waste", "extremely hazardous waste", or
"restricted hazardous waste" or similar term under the law of the jurisdiction
where the property is located, or (ii) designated as a "hazardous substance"
pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C.
Section 1317), (iii) defined as a "hazardous waste" pursuant to Section 1004 of
the Federal Resource Conservation and Recovery Act, 47 U.S. Section 6901 et seq.
(42 U.S.C. Section 6903), or (iv) defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601).
(c) The term "Permitted Hazardous Substances" shall mean such Hazardous
Substances as are commonly and legally used or stored as a consequence of using,
maintaining or operating the Sublease Premises, but only so long as the
quantities thereof do not pose a threat to public health or to the environment
or would necessitate a "response action" as that term is defined in CERCLA, and
so long as Landlord strictly complies or causes compliance with all applicable
governmental rules and regulations concerning the use, storage, production,
transportation and disposal of such Hazardous Substances.
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(d) The Sublease Premises and the Building have not to Sublessor's
knowledge, but without any independent investigation or inquiry of any nature or
kind, been used by Sublessor for the handling, treatment, storage or disposal of
any Hazardous Material; no Release (hereinafter defined) of any Hazardous
Material and no soil, water or air contamination by any Hazardous Material has
occurred or is occurring in, from or on the Sublease Premises or the Building;
Sublessor has not arranged for the disposal of any Hazardous Material on the
Sublease Premises or the Building; Sublessor has complied with all reporting
requirements under any applicable federal, state or local environmental laws and
permits as they relate to the Sublease Premises, and there are no existing
violations by the Sublessor of any such environmental laws or permits; there are
no claims, actions, suits, proceedings or investigations related to the
presence, release, production, handling, discharge, spillage, transportation or
disposal of any Hazardous Material or contamination of soil, water or air by any
Hazardous Material pending or threatened with respect to the Sublease Premises
or the Building or otherwise against Sublessor in any court or before any state,
federal or other governmental agency or private arbitration tribunal and there
is no basis for any such claim, and action, suit, proceeding or investigation;
and the Sublease Premises and the Building are free from radon contamination.
Release shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into the
environment (including the abandonment or discarding of barrels, containers, and
other closed receptacles containing any Hazardous Material).
(e) In the event the presence of any Hazardous Material in the Building
or the soil or ground water on or under the Building caused by Sublessor has
resulted in any contamination of the Building or the soil or ground water on or
under the Building, Sublessor hereby indemnifies Sublessee from and against any,
and agrees to defend and hold Sublessee harmless from and against any and all
loss, damage, cost and/or expenses (including, without limitation, sums paid in
settlement of claims, attorneys' fees, consultant fees and expert fees) which
arise during or after the Term of this Sublease as a result therefrom. This
indemnification of Sublessee by Sublessor includes, without limitation, costs
incurred by Sublessee in connection with any investigation of site conditions or
any cleanup, remedial, removal, or restoration work required by any federal,
state, or local governmental agency or political subdivision because of
Hazardous Material present in the soil or ground water on or under the Building
which results from such a breach. If Sublessor is required by law to remediate
such condition, Sublessor shall do so in a manner which does not unreasonably
disrupt or interfere with Sublessee's use of the Sublease Premises.
47. Sublease Binding Upon Delivery. This Sublease shall not be binding until and
unless all parties have duly executed said Lease and a fully executed
counterpart of said Sublease has been delivered to Sublessee.
48. Omitted.
49. Maintenance of Building and Services. Sublessor shall, at Sublessee's
request, use all reasonable efforts to cause Prime Landlord to (i) maintain or
cause to be maintained and make or cause to be made all necessary repairs to the
Building as more fully described in the Prime Lease, including, without
limitation, the mechanical systems of the Sublease Premises and Building, and
all interior and exterior structural elements of the Sublease Premises and
Building, including, without limitation, the exterior doors, walls, windows,
glass, ceilings, floors, foundation, and roof; (ii) furnish or provide or cause
to be furnished or provided through Prime Landlord, to Sublessee
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the services more fully described in the Prime Lease. Sublessor shall notify
Sublessee of any services or operations it has assumed, or at any time assumes,
under the Prime Lease.
50. Sublessor's Compliance with Prime Lease. Sublessor covenants and agrees to
comply with the terms of the Prime Lease and this Sublease. Sublessor covenants
and agrees to use its best efforts to enforce the Prime Lease for the benefit of
Sublessee and to take such actions in connection therewith as Sublessee may
reasonably request and, if Sublessor fails to do so, Sublessee may, upon ten
(10) days prior notice to Sublessor, elect to seek to enforce against Prime
Landlord the terms of the Prime Lease directly. Sublessor shall not cancel,
terminate or amend the Prime Lease which does not materially affect Sublessee,
without the prior written consent of Sublessee, which in the case of amendment
shall not be unreasonably withheld. Provided an Event of Default on the part of
Sublessee has not occurred and is continuing, Sublessor agrees to maintain the
Prime Lease in force during the Term of this Sublease and to pay rent to Prime
Landlord in accordance with the terms of the Prime Lease. Without limiting any
other right or remedy of Sublessee under this Sublease, if Prime Landlord seeks
to terminate the Prime Lease because of a default or alleged default by
Sublessor under the Prime Lease, Sublessor shall use its best efforts to
maintain the Prime Lease in full force and effect for the benefit of Sublessee
and/or to claim and pursue any right of redemption or relief from any forfeiture
of the Prime Lease (and as a consequence thereof any forfeiture of this
Sublease) to which Sublessor may be entitled at law or in equity. In furtherance
and not in limitation of the foregoing, after written notice, if it reasonably
appears that Sublessor will not cure any default under the Prime Lease within
the applicable grace period, Sublessee may cure any default at Sublessor's cost.
If Sublessee at any time, by reason of Sublessor's default, pays any sum to cure
any default, the sum so paid by Sublessee shall be immediately due from
Sublessor to Sublessee on demand and evidence of payment, and shall bear
interest at the "Default Rate" (as that term is herein defined) from the date
paid by Sublessee until Sublessee shall have been reimbursed by Sublessor. Said
sum, together with interest thereon, may be offset against the Rent. Sublessee
may exercise any or all other rights or remedies available at law or equity,
including, without limitation, the right to obtain restraining orders,
injunctions and decrees of specific performance.
51. Sublessor's Representations and Warranties. Sublessor represents and
warrants that, to Sublessor's best knowledge and belief, and solely in its
capacity as a "Tenant", and without any independent investigation or inquiry of
any nature or kind whatsoever by Sublessor:
(a) No default on the part of Sublessor exists under the Prime Lease,
the Prime Lease is in full force and effect and all payments of rent and other
charges payable by Sublessor to Prime Sublessor under the Prime Lease are
current.
(b) Sublessor holds a leasehold interest in and to the Sublease
Premises under the Prime Lease, and has full right and lawful authority to enter
into this Sublease.
52. Sublease Intended to Benefit Affiliates of Sublessor. Sublessor is entering
into this Sublease not only for its own benefit but also for the benefit of any
affiliates of, or with a common parent with, Sublessor, present and future, and
that each such affiliate of Sublessor or other party described above occupying
any portion of the Sublease Premises shall be a third-party beneficiary of this
Sublease (a "Benefited Party", or collectively the "Benefited Parties").
However, in no event shall any provision of this Sublease be construed as making
any affiliate of or party related to Sublessor liable for any rents or other
amounts due hereunder. Present affiliates of Sublessor include Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company,
Savannah Electric and Power Company, Southern Nuclear Operating Company,
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Southern Electric Generating Company, Southern Development and Investments
Group, Southern Electric International, Inc., and Southern Communications, Inc.
53. Notice. Any notice or demand which either party may or must give to the
other hereunder shall be in writing and delivered personally or sent by
certified mail, return receipt requested, addressed if to Sublessor, as follows:
Southern Company Services, Inc.
Bin 10151
241 Xxxxx XxXxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxxx Xxxxxx
With a copy to: Corporate Secretary
Southern Company Services, Inc.
Southern Company Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
and if to Sublessee, as follows:
Sage Networks, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
With a copy to: Xxxxx X. Xxxxx, Esq.
Vice-President
General Counsel
Sage Networks, Inc.
00 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.
54. Binding. The covenants and agreements herein contained shall bind and inure
to the benefit of Sublessor, Sublessee, and their respective executors,
administrators, successors and assigns.
55. Confidentiality. Sublessor and Sublessee hereby covenant and agree not to
disclose this Sublease or the terms hereof to any other party or entity, except
to their respective advisors (such as, by way of illustration but not
limitation, their respective lawyers, brokers and accountants), and under law,
court order, governmental mandate or other similar requirement.
56. Direct Lease with Prime Landlord. Sublessor may, at any time, assign this
Sublease and its rights hereunder to Prime Landlord. Sublessee shall, in such
event, accept such assignment and look to Prime Landlord as the Sublessor
hereunder, or, at Prime Landlord's request, enter into a new lease with Prime
Landlord on the same terms and conditions as contained in this Sublease (except
for such terms which do not apply, because the lease is direct with Sublessee).
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57. Antenna. If Sublessee desires to have and utilize an antenna and related
equipment on the Building in connection with and as a part of Sublessee's use of
the Sublease Premises, then Sublessor shall assist Sublessee and use Sublessor's
good faith, reasonable efforts (at no additional, out of pocket costs to
Sublessor) to induce Prime Landlord to consent to such request of Sublessee.
IN WITNESS WHEREOF, the undersigned have caused this Sublease to be
executed under seal and delivered, on the day and year first above-written.
"SUBLESSOR"
SOUTHERN COMPANY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Its: Corporate Real Estate Manager
-----------------------
Attest:
------------------------
Its:
-----------------------
(CORPORATE SEAL)
"SUBLESSEE"
SAGE NETWORKS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Its: Co-Chairman
-----------------------
Attest:
------------------------
Its:
-----------------------
(CORPORATE SEAL)
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EXHIBIT A
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx Xxxxxx Xxxxx, Xxxxxxx and being more particularly described as
follows:
BEGINNING at an iron pin on the south line of the south leg of the right-of-way
of Perimeter Center East a distance of 2,212.57 feet as measured easterly and
southeasterly along the south line of said right-of-way of Perimeter Center
East, with the east line of the right-of-way of Xxxxxxx-Xxxxxxxx Road (Perimeter
Center East is a loop road which intersects the east line of Xxxxxxx-Xxxxxxxx
Road at two places and the intersection referred to herein is the southernmost
of the two intersections); running thence easterly along the arc of the curve of
the south line of said right-of-way of Perimeter Center East, which arc has a
chord as measured north 89 degrees 18 minutes 30 seconds east of 120.85 feet, a
distance of 121.96 feet to a point; running thence north 75 degrees 53 minutes
30 seconds east along the south line of said right-of-way of Perimeter Center
East a distance of 261.78 feet to a point; running thence northeasterly along
the arc of the curve of the south east line of said right-of-way of Perimeter
Center East, which arc has a chord as measured north 62 degrees 30 minuets 30
seconds east of 176.45 feet, a distance of 178.06 feet to an iron pin, said iron
pin also marking the northwest corner of that certain property commonly known as
Xxxxxxxx 00, Xxxxxxxxx Xxxxxx Xxxx; running thence south 04 degrees 28 minutes
30 seconds west along the west line of said building 56 property a distance of
112.35 feet to a point; running thence south 06 degrees 31 minutes 30 seconds
east along the west line of said building 56 property a distance of 154.39 feet
to a point; running thence south 03 degrees 55 minutes 30 seconds west along the
west line of said building 56 property a distance of 47.64 feet to a point;
running thence south 06 degrees 19 minutes 30 seconds east along the west line
of said Building 56 property a distance of 165.42 feet to an iron pin on the
north line of the right-of-way of Xxxxxxxxxx Xxxxxxx Xx. 000; running thence
southwesterly along the arc of the curve of the north line of the right-of-way
of Interstate Highway No. 285, which arc has a chord as measured south 78
degrees 41 minutes west of 658.7 feet, a distance of 659.14 feet to an iron pin,
said iron pin being the southeast corner of property commonly known as Xxxxxxxx
00, Xxxxxxxxx Xxxxxx Xxxx; running thence north 25 degrees 07 minuets 30 seconds
east along the east line of said building 64 property a distance of 220.0 feet
to a point; running thence north 00 degrees 33 minutes west along the east line
of said Building 64 property a distance of 260.70 feet to the point of
beginning; being 5.4 acres as shown on that certain survey prepared by Xxxxx
Xxxxxx Xxxxxxx, Georgia registered land surveyor, dated August 14, 1972, last
revised June 22, 1973.
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EXHIBIT "B"
SUBLEASE PREMISES
Usable Area: 6,296
Multi Tenant Factor of 15%: 944
Total Rentable Area: 7,240
[MAP GRAPHIC]
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EXHIBIT "C"
SCHEDULE OF RENT DUE
1 Jul-98 7,240 $25.59 $15,439.30
2 Aug-98 7,240 $25.59 $15,439.30
3 Sep-98 7,240 $25.59 $15,439.30
4 Oct-98 7,240 $25.59 $15,439.30
5 Nov-98 7,240 $25.59 $15,439.30
6 Dec-98 7,240 $25.59 $15,439.30
7 Jan-99 7,240 $25.59 $15,439.30
8 Feb-99 7,240 $25.59 $15,439.30
9 Mar-99 7,240 $25.59 $15,439.30
10 Apr-99 7,240 $25.59 $15,439.30
11 May-99 7,240 $26.36 $15,439.30
12 Jun-99 7,240 $26.36 $15,439.30
13 Jul-99 7,240 $26.36 $15,902.48
14 Aug-99 7,240 $26.36 $15,902.48
15 Sep-99 7,240 $26.36 $15,902.48
16 Oct-99 7,240 $26.36 $15,902.48
17 Nov-99 7,240 $26.36 $15,902.48
18 Dec-99 7,240 $26.36 $15,902.48
19 Jan-2000 7,240 $26.36 $15,902.48
20 Feb-2000 7,240 $26.36 $15,902.48
21 Mar-2000 7,240 $26.36 $15,902.48
22 Apr-2000 7,240 $26.36 $15,902.48
23 May-2000 7,240 $27.15 $15,902.48
24 Jun-2000 7,240 $27.15 $15,902.48
25 Jul-2000 7,240 $27.15 $16,379.55
26 Aug-2000 7,240 $27.15 $16,379.55
27 Sep-2000 7,240 $27.15 $16,379.55
28 Oct-2000 7,240 $27.15 $16,379.55
29 Nov-2000 7,240 $27.15 $16,379.55
30 Dec-2000 7,240 $27.15 $16,379.55
31 Jan-2001 7,240 $27.15 $16,379.55
32 Feb-2001 7,240 $27.15 $16,379.55
33 Mar-2001 7,240 $27.15 $16,379.55
34 Apr-2001 7,240 $27.15 $16,379.55
35 May-2001 7,240 $27.96 $16,379.55
36 Jun-2001 7,240 $27.96 $16,379.55
37 Jul-2001 7,240 $27.96 $16,870.94
38 Aug-2001 7,240 $27.96 $16,870.94
39 Sep-2001 7,240 $27.96 $16,870.94
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40 Oct-2001 7,240 $27.96 $16,870.94
41 Nov-2001 7,240 $27.96 $16,870.94
42 Dec-2001 7,240 $27.96 $16,870.94
43 Jan-2002 7,240 $27.96 $16,870.94
44 Feb-2002 7,240 $27.96 $16,870.94
45 Mar-2002 7,240 $27.96 $16,870.94
46 Apr-2002 7,240 $27.96 $16,870.94
47 May-2002 7,240 $28.80 $16,870.94
48 Jun-2002 7,240 $28.80 $16,870.94
49 Jul-2002 7,240 $28.80 $17,377.07
50 Aug-2002 7,240 $28.80 $17,377.07
51 Sep-2002 7,240 $28.80 $17,377.07
52 Oct-2002 7,240 $28.80 $17,377.07
53 Nov-2002 7,240 $28.80 $17,377.07
54 Dec-2002 7,240 $28.80 $17,377.07
55 Jan-2003 7,240 $28.80 $17,377.07
56 Feb-2003 7,240 $28.80 $17,377.07
57 Mar-2003 7,240 $28.80 $17,377.07
58 Apr-2003 7,240 $28.80 $17,377.07
59 May-2003 7,240 $28.80 $17,377.07
60 June-2003 7,240 $28.80 $17,377.07
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EXHIBIT "D"
Commission Calculation
The Xxxxxx Company
Total Rent $983,632.09
Total Months 60
Procurement Fee equal to Average Months Rent $16,393.87
Total Rent less Procurement Fee $967,238.22
Commission Rate 0.04
Commission $38,689.53
Total Commission and Procurement Fee $55,083.40
CB Commercial
Total Rent $983,632.09
Total Months 60
Procurement Fee equal to 1/2 Average Months Rent $8,196.93
Total Rent less Procurement Fee $975,435.15
Commission Rate 0.02
Commission $19,508.70
Total Commission and Procurement Fee $27,705.64
Total Commissions and Fees $82,789.03
For any expansion or renewal of the Sublease Premises, The Xxxxxx Company shall
be paid a commission by Sublessor of 2.0% of the total rent due from such
expansion or renewal, if such party is actively involved in the negotiation of
such expansion or renewal.
For any expansion or renewal of the Sublease Premises, CB Commercial shall be
paid a commission by Sublessor of 1.0% of the total rent due from such expansion
or renewal, if such party is actively involved in the negotiation of such
expansion or renewal.
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EXHIBIT "E"
PARKING
1. Sublessee and its employees and invitees shall observe and obey all
parking and traffic regulations as imposed by Sublessor.
2. Employees of Sublessees are authorized to park in the Parking Garage
subject to the Sublessee's allocation of Parking Permits in the
subleases.
3. Sublessees must use their access cards to gain entry into the garage..
4. Only one vehicle may be parked by a permit holder on the Sublessee's at
one time.
5. Parking cards are non-transferable except with the consent of the
Sublessor.
6. A replacement fee of $10.00 will be charged for lost or damaged access
cards.
7. All vehicles should be locked when parked in garage.
8. For the safety of pedestrians and as a courtesy to other drivers, the
speed limit in the garage is 5 MPH.
9. Drivers shall at all times abide by the directional graphics in the
garage and shall park only between the lines designating each parking
space.
10. No parking is allowed along any of the driveways or roadways serving
the project.
11. Overnight parking, without prior notification to and consent of the
Sublessor, is prohibited.
12. Various areas within the parking garage are designated as Reserved,
Oversized Vehicle or Visitor Parking. Sublessees must have special
authorization from the Sublessor to park in the reserved parking area.
The Oversized Vehicle area is reserved for vehicles with a height of at
least six feet, eight inches (6'8"). Sublessees shall not park in
visitor parking.
13. Unauthorized or improperly parked vehicles may be towed at the vehicle
owners expense.
14. Sublessees may not charge for parking without the approval of
Sublessor.
15. Sublessees will maintain a current listing of vehicle tag numbers for
its employees.
16. Building Security will place parking citations on vehicles illegally
parked or otherwise in violation of these rules. For severe or frequent
violations of these parking regulations, vehicles may be towed.
17. Tenants are not allowed to park in the loading dock/service area of the
building.
SECURITY
1. Through the use of electronic access equipment, 64 Perimeter Center
shall be open to Sublessee on a 24 hour, 365 days per year basis.
2. A replacement fee of $10.00 will be charged for lost or damaged access
cards.
3. Neither Sublessor nor Sublessor's agents shall be responsible for any
losses due to theft, collision, or any other damage done to vehicles
either in the Parking Garage or anywhere else on the 64 Perimeter
Center Complex.
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GENERAL
1. No sign, picture, advertisement or notice shall be displayed by
Sublessee outside the Sublessee's Premises unless the same is first
approved by Sublessor, which approval shall not be unreasonably
withheld or delayed by Sublessor. Any such sign, picture, advertisement
or notice approved by Sublessor shall be painted or installed at
Sublessee's expense. No awnings, curtains, blinds, shades or screens
shall be attached to or hung in, or used in connection with any window
or door of the Sublessee's Premises without the prior consent of the
Sublessor, including approval by Sublessor of the quality, type,
design, color and manner of attachment.
2. Sublessee agrees that its use of electrical current shall never exceed
the capacity of existing feeders, risers or wiring installation.
3. Sublessee shall not do or permit to be done in or about the Sublessee's
Premises or 64 Perimeter Center Complex anything which shall increase
the rate of insurance on said 64 Perimeter Center Complex or obstruct
or interfere with the rights of other sublessees of Sublessor or annoy
them in any way, including, but not limited to, using any musical
instrument, making loud or unseemly noises, or singing, etc., nor use
the Sublessee's Premises for sleeping, lodging, or cooking by any
person at any time except with permission of Sublessor. Sublessee will
be permitted to use for its own employees within the Sublessee's a
conventional coffee-maker; however, no vending machines of any kind
will be installed, permitted or used on any part of the Sublessee's
without the Sublessor's approval. No part of said 64 Perimeter Center
Complex or Sublessee's Premises shall be used for gambling, immoral or
other unlawful purposes. No intoxicating beverage shall be sold in the
64 Perimeter Center Complex without prior written consent of Sublessor.
No area outside of the Sublessee's Premises shall be used for storage
purposes at any time.
4. No bicycles, motorcycles or other motorized vehicles, birds or animals
of any kind shall be brought into 64 Perimeter Center. All vehicles
shall be parked only in areas designated therefor by Sublessor.
5. The sidewalks, entrances, passages, corridors, halls, elevators, and
stairways in the 64 Perimeter Center Complex shall not be obstructed by
Sublessee or used for any purposes other than those for which same were
intended as ingress and egress. No windows, floors or skylights that
reflect or admit light into the 64 Perimeter Center Complex shall be
covered or obstructed by Sublessee. Toilets, wash basins and sinks
shall not be used for any purpose other than those for which they were
constructed, and no sweeping, rubbish, or other obstructing or improper
substances shall be thrown therein. Any damage resulting to them, or to
heating apparatus, from misuse by Sublessee or its employees, shall be
borne by Sublessee.
6. Sublessee is responsible for installation an maintenance of locks and
keys with the Sublessee's Premises. One Master Key is to furnished to
Sublessor's security station for use by Sublessor if an emergency
should arise.
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GENERAL (CONTINUED)
7. Sublessor shall have the right to prescribe the weight, position and
manner of installation of heavy articles such as safes, filing
cabinets, machines and other equipment which Sublessee may use in the
Sublessee's Premises. No safes, furniture, boxes, large parcels or
other kind of freight shall be taken to or from the Sublessee's
Premises or allowed in any elevator, hall or corridor at any time
except by permission of and at times allowed by Sublessor. Sublessee
shall make prior arrangements with Sublessor for use of freight
elevator for the purpose of transporting such articles and such
articles may be taken in or out of said 64 Perimeter Center Complex
only between or during such hours as may be arranged with and
designated by Sublessor. The persons employed to move the same must be
approved by Sublessor. In no event shall any weight be placed upon any
floor by Sublessee so as to exceed 50 pounds per square foot of floor
space without prior written approval of Sublessor.
8. Sublessee shall not cause or permit any gases, liquids or odors to be
produced upon or permeate from the Sublessee's Premises, and no
flammable, combustible, explosive, toxic or other hazardous fluid,
chemical or substance shall be brought into 64 Perimeter Center.
9. Unless explicitly permitted by the Sublease, Sublessee shall not employ
any person other than Sublessor's contractors and employees for the
purpose of cleaning and taking care of the Sublessee's Premises.
Sublessor shall not be responsible for any loss, theft, mysterious
disappearance of or damage to, any property, however occurring.
10. All glass, locks and trimmings in or upon the doors and windows of the
Sublessee's shall be kept whole and in good repair. Sublessee shall not
injure, overload or deface the 64 Perimeter Center Complex , the
woodwork or the walls of the Sublessee's Premises, nor permit upon the
Sublessee's Premises.
11. Canvassing, peddling, soliciting and distribution of handbills or any
other written materials in the 64 Perimeter Center Complex are
prohibited, and Sublessee shall cooperate to prevent the same.
12. 64 Perimeter Center is a smoke free facility and Sublessee's employees
and guests will smoke only in areas expressly designated for this
purpose by the Sublessor.
13. Sublessor may waive any one or more of these Rules and Regulations for
the benefit of any particular lessee, but no such waiver by Sublessor
shall be construed as a waiver of such Rules and Regulations in favor
of any other lessee, nor prevent Sublessor from thereafter enforcing
any such Rules and Regulations against any or all of the other
sublessees of the 64 Perimeter Center Complex.
14. These Rules and Regulations are supplemental to, and shall not be
construed to in any way modify or amend, in whole or in part, the
terms, covenants, agreements and conditions of the Sublease.
15. Sublessor reserves the right to make such other and reasonable Rules
and Regulations as in its judgment may from time to time be needed for
the safety, care and cleanliness of the 64 Perimeter Center Complex and
the Property, and for the preservation of good order therein.
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