EXHIBIT 10.2
GALLERIA
ATLANTA
OFFICE LEASE AGREEMENT
AMERICAN SAFETY INSURANCE SERVICES, INC.
TABLE OF CONTENTS
Page
PARAGRAPH 1 TERM AND POSSESSION 1
2 MONTHLY RENTAL 2
3 SECURITY DEPOSIT 6
4 OCCUPANCY AND USE 6
5 COMPLIANCE WITH LAWS 6
6 ALTERATIONS 7
7 REPAIR 7
8 LIENS 8
9 ASSIGNMENT AND SUBLETTING 8
10 INSURANCE AND INDEMNIFICATION 9
11 WAIVER OF SUBROGATION 10
12 SERVICE AND UTILITIES 10
13 ESTOPPEL CERTIFICATE 12
14 HOLDING OVER 12
15 SUBORDINATION 12
16 RE-ENTRY BY LANDLORD 12
17 INSOLVENCY OR BANKRUPTCY 13
18 DEFAULT AND REMEDIES 13
19 DAMAGE BY FIRE 15
20 CONDEMNATION 16
21 placeCitySALE BY LANDLORD 17
22 RIGHT OF LANDLORD TO PERFORM 17
23 SURRENDER OF PREMISES 17
24 WAIVER 17
25 NOTICES 18
26 CERTAIN RIGHTS RESERVED TO LANDLORD 18
27 ABANDONMENT 18
28 SUCCESSORS AND ASSIGNS 18
29 ATTORNEY´S FEES 18
30 CORPORATE AUTHORITY 19
31 MORTGAGE APPROVALS 19
32 MISCELLANEOUS 19
33 LANDLORD´S LIEN 19
34 QUIET ENJOYMENT 20
35 LANDLORD´S LIABILITY 20
36 RIGHT TO RELOCATE 20
37 NO ESTATE 20
38 LEASE EFFECTIVE DATE 20
39 RULES AND REGULATIONS 20
40 SPECIAL STIPULATIONS 21
41 GUARANTY 21
42 CONDITION 21
43 BROKERAGE COMMISSIONS 21
44 EXCULPATION 21
EXHIBIT A RULES AND REGULATIONS
B WORK LETTER AGREEMENT
C ESTOPPEL CERTIFICATE
D FLOOR PLAN OF DEMISED PREMISES
E SPECIAL STIPULATIONS
F GUARANTY
G INSURANCE
GALLERIA
A T L A N T A
OFFICE LEASE AGREEMENT
THIS LEASE is made as of the ______ day of _________, 2006 between OTR, an Ohio general partnership (hereinafter
called "Landlord"), and AMERICAN SAFETY INSURANCE SERVICES, INC., a Georgia corporation (hereinafter called
"Tenant").
WITNESSETH:
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those premises (hereinafter called "Premises") shown
on Exhibit "D" attached hereto and made a part thereof, being located in Atlanta Galleria Office Tower No. 100, a multistory office
building (the "Building") constructed on a parcel of land (the "Property") bounded by I-285 on the North, I-75 on the East, U.S. 41
on the West and ▇▇▇▇▇ Mill Road on the South. Tenant´s Federal Tax Identification Number is _________________.
Premises: Atlanta ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,▇▇▇▇▇▇▇
Square Feet: 46,978 Suite Number: 700 and 800
Floor(s): 7th and 8th
1. Term and 1. (a) The term of the Lease shall be for eighty-six (86) months (or until
Possession. sooner terminated as herein provided) (the "Lease Term"), beginning on (i) February 1, 2007 or (ii) the
"Commencement Date" (as hereinafter defined), whichever shall last occur, except that if the Commencement Date is
other than the first day of a calendar month, the term hereof shall be extended for the remainder of that
calendar month.
(b) The Commencement Date shall be the earlier of (i) the date upon which the Premises have been
substantially completed in accordance with the plans and specifications of Landlord (other than any work which
cannot be completed on such date provided such incompletion will not substantially interfere with Tenant's use
of the Premises) but which shall not be deemed to have occurred earlier than February 1, 2007 regardless of the
status of completion, or (ii) the date on which Tenant takes possession of a portion of or all of the Premises;
provided, however, that if Landlord shall be delayed in such substantial completion as a result of any of the
foregoing (each, a “Tenant Delay”): (1) Tenant's failure to agree to plans, specifications, or cost estimates
before the date referred to in the Work Letter Agreement attached hereto as Exhibit "B" and made a part hereof;
(2) Tenant's request for materials, finishes or installations other than Landlord's standard; (3)Tenant's
changes in plans; or (4) the performance or completion by a party employed by Tenant, the Commencement Date and
the payment of rent hereunder shall be accelerated by the number of days of such delay.
(c) Landlord agrees to perform the "Building Standard Work" or "Building Nonstandard Work" in the
Premises as provided in the Work Letter Agreement with diligence, subject to events and delays due to causes
beyond its reasonable control. The Premises shall be deemed substantially completed and possession delivered
when Landlord has substantially completed the work to be constructed or installed pursuant to the provisions of
the Work Letter Agreement, subject only to the completion of items on Landlord's punch list (and exclusive of
the installation of all telephone and other communications facilities and equipment and other finish work to be
performed by or for Tenant) and a temporary or permanent certificate of occupancy has been issued allowing
Tenant to take possession of the entire Premises.
(d) The taking of possession by Tenant shall be deemed conclusively to establish that the Building, other
improvements, and the Premises have been completed in accordance with the plans and specifications and are in
good and satisfactory condition as of when possession was so taken, subject to latent defects as to which Tenant
notifies Landlord within six (6) months after the Commencement Date and to punch list items.
(e) Landlord shall use commercially reasonable efforts to substantially complete the Premises so that
Tenant may occupy the Premises on or before February 1, 2007.
(f) Notwithstanding the foregoing provisions to the contrary, if the Commencement Date does not occur
prior to June 1, 2007 as a result of any Landlord Delay (as hereinafter defined), then the Lease Term and
Tenant´s obligation to pay rent hereunder shall not occur until the occurrence of the Commencement Date. For
purposes of this Lease, “Landlord Delay” shall mean any of the following: (i) Landlord´s failure to perform
its obligations under Paragraph 1 of this Lease, the Work Letter Agreement, or any other provisions hereof
relating to Landlord´s duty to construct the initial improvements to the Premises; or (ii) Landlord´s failure
to take any other action required to be taken by Landlord under any other provision of this Lease or the Work
Letter Agreement within the period specified therefor; provided, however, that any such failure is not a result
of Tenant Delay or an event of default by Tenant under this Lease.
2. Monthly 2. (a) Beginning five (5) months following the Commencement
Rental. Date (the “Rental Start Date”), Tenant shall pay to Landlord throughout the term of this Lease rental as set
forth below, payable in equal monthly rental installments and payable in advance on the first day of each month
during every year of the term hereby demised in lawful money of the United States, without deduction or offset
whatsoever, to Landlord or to such other firm as Landlord may from time to time designate in writing. Until
notified otherwise, Tenant shall submit all payments using one of the following methods:
Preferred Method
Automated Clearing House (ACH)
Account # ▇▇▇▇▇▇▇▇
Bank Name: Fifth Third Bank
Routing & Transit: 042 000 314
Account: OTR Nominee of State Teachers Retirement System of Ohio
Reference: _______________________
Tenant must notify Landlord of ACH wire using one of the following methods:
Fax: Childress ▇▇▇▇▇ Properties, Attn: ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇ or
E-mail: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
ACH Wiring instructions are subject to change upon notification from Landlord.
Alternate Method
Issue a check
OTR Nominee of State Teachers Retirement System of placeStateOhio
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇
Please note Wire Transfers are not an approved form of payment. Said rental is subject to adjustments as
provided hereinbelow. If this Lease commences on a day other than the first day of a calendar month, the
monthly rental for the fractional month shall be appropriately prorated.
Landlord shall have no obligation to provide invoices to Tenant for the monthly rental payments due under this
Lease, and each such monthly rental payment shall be paid by Tenant when due as set forth herein whether or not
Tenant receives an invoice for such payment.
The rental due and payable under this Paragraph 2(a) shall be as follows:
Annual Rent Annual Monthly
Period Per RSF Rent Rent
Rental Start Date - $19.25 $904,326.50 $75,360.54
03/31/08
04/01/08 ¬ 03/31/09 $19.88 $933,922.64 $77,826.89
04/01/09 ¬ 03/31/10 $20.53 $964,458.34 $80,371.53
04/01/10 ¬ 03/31/11 $21.20 $995,933.60 $82,994.47
04/01/11 ¬ 03/31/12 $21.89 $1,028,348.42 $85,695.70
04/01/12 ¬ 03/31/13 $22.60 $1,061,202.80 $88,475.23
04/01/13 ¬ Last Day of $23.33 $1,095,996.74 $91,333.06
Lease Term
(b) Tenant recognizes that late payment of any rent or other sum due hereunder from Tenant to Landlord
will result in administrative expense to Landlord, the extent of which additional expense is extremely
difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other payment
due hereunder from Tenant to Landlord remains unpaid five (5) days after said amount is due, the amount of such
unpaid rent or other payment shall be increased by a late charge to be paid to Landlord by Tenant in an amount
equal to five percent (5%) of the amount of the delinquent rent or other payment. The amount of the late
charge to be paid to Landlord by Tenant for any month shall be computed on the aggregate amount of delinquent
rents and other payments, including all accrued late charges then outstanding, and shall be deemed to be rental
for all purposes hereunder. Tenant agrees that such amount is a reasonable estimate of the loss and expense to
be suffered by Landlord as a result of such late payment by Tenant and may be charged by Landlord to defray
such loss and expense. The provisions of this paragraph in no way relieve Tenant of the obligation to pay rent
or other payments on or before the date on which they are due, nor do the terms of this paragraph in any way
affect Landlord's remedies pursuant to Paragraph 18 of this Lease in the event said rent or other payment is
unpaid after the date due.
(c) The monthly rental payable hereunder shall be subject to adjustment each calendar year during the
term of this Lease, commencing January 1, 2008, in the following manner:
(i) Tenant shall pay to Landlord as additional rent Tenant's proportionate share of the amount
by which the Direct Operating Expenses (as hereinafter defined) incurred by Landlord in the operation of the
Building during each calendar year of the Lease Term exceeds the Direct Operating Expenses for the base year
2007 (hereinafter called the “Base Year”). Tenant's Proportionate Share of Direct Operating Expenses (as
hereinafter defined) shall be prorated on a daily basis using a 365-day calendar year, as necessary for any
year during which this Lease is in effect for less than the full twelve month calendar year. Direct
Operating Expenses shall be calculated on an accrual basis. For the purpose of estimating the Direct
Operating Expenses during each subsequent year after the Base Year, Landlord shall reasonably estimate such
expenses (assuming ninety-five percent (95%) occupancy of the Building if the actual occupancy is less than
ninety-five percent) based on the actual Direct Operating Expenses for the preceding year, any then-known
cost changes or additional expenses which can be reasonably anticipated to occur within the year for which
such expenses are estimated, Landlord's experience with similar office buildings, the costs of contracts
already entered, quotes obtained, representations of providers of the services and equipment, consultation
with specialists such as insurers, and other factors a prudent landlord would use to make a fair and
accurate estimate of operating costs. Notwithstanding anything contained in this Lease to the contrary, for
purposes of determining Direct Operating Expenses for the Base Year and each calendar year subsequent to the
Base Year, in the event actual occupancy of the Building is less than ninety-five percent (95%) during any
calendar year, the actual Direct Operating Expenses for such calendar year shall be increased to the amount
which Landlord reasonably estimates would have been incurred for such calendar year had the occupancy of the
Building been ninety-five percent (95%) throughout such year, and the amount so estimated shall be deemed to
be the Direct Operating Expenses for such calendar year.
(ii) "Tenant's Proportionate Share of Direct Operating Expenses" shall mean, for each calendar
year (or portion thereof), the product of (i) the Operating Expense Amount (defined below) multiplied by
(ii) a fraction, the numerator of which is the number of square feet contained in the Premises (46,978) and
the denominator of which is the number of rentable square feet contained in the Building (410,571). As
used herein, the "Operating Expense Amount" shall mean, for each calendar year (or portion thereof), the
amount by which the Direct Operating Expenses (defined below) exceeds the Base Year's Direct Operating
Expenses.
(iii) For purposes of this Lease, the term "Direct Operating Expenses" shall consist of all
"operating costs" (as hereinafter defined) for the Building, and the Building’s share of all operating
costs for any parking area and common area serving the Building, and the Property (the Building, such
parking area, common area and the Property being hereinafter referred to collectively as the "Project").
For purposes of this Lease, the term "operating costs" shall mean all reasonable expenses, costs and
disbursements computed on the accrual basis, relating to or incurred or paid in connection with the
operation, maintenance and repair of the Project, including, but not limited to the following:
a. Building personnel costs, including, but not limited to, salaries, wages, fringe
benefits, social security taxes and other direct and indirect costs of Senior Property Manager,
Engineering Manager, Building Managers, Accounting Manager, Construction Manager, Promotions
Manager, Security Manager, and each department’s supporting personnel and administrative
assistants, engineers, construction department, superintendents, watchmen, porters and any other
personnel engaged in the operation and maintenance of the Project and associated overhead.
b. The cost of all supplies, tools, equipment and materials used in the operation and
maintenance of the Project.
c. The cost of water, sewer, gas, heating, lighting, ventilation, electricity, air
conditioning, and any other utilities supplied or paid for by Landlord for the Project and the
costs of maintaining the systems supplying the same, including, but not limited to, any utility
and service costs incurred by Landlord.
d. The cost of all agreements for maintenance and service of the Project and the equipment
therein, including, but not limited to, agreements relating to security service, window cleaning,
elevator maintenance, chiller maintenance, Building management, janitorial service, pest control
and landscaping maintenance.
e. The cost of maintaining sprinkler systems, fire extinguishers and fire hoses, emergency
systems and equipment that may be now or hereafter required by the Americans With Disabilities Act,
and the cost of all security services and protective services or devices rendered to or in
connection with the Project or any part thereof; any costs incurred in order to comply with any law,
statute, ordinance, or governmental rule, regulation or requirement now in force or which may
hereafter be enacted or promulgated; and the costs incurred in order to comply with requirements of
any insurer or mortgagee, where such requirements concern safety or structural features of the
Building and are commercially reasonable in light of requirements generally imposed in the insurance
or real estate lending industries with respect to similar buildings.
f. Insurance premiums for insurance for the Project required to be maintained by Landlord
hereunder or which a prudent owner would carry, including, but not limited to, premiums for
insurance maintained by Landlord, business interruption or rental abatement insurance, garage
keeper´s insurance, and liability insurance.
g. The cost of repairs and general maintenance of the Project (excluding repairs,
alterations and general maintenance paid by proceeds of insurance or attributable solely to
tenants of the Project other than Tenant, but including deductibles paid by Landlord), including,
but not limited to: any management fees charged by Landlord; promotional or seasonal expenses;
maintenance and cleaning of common areas and facilities; lawn mowing, gardening, landscaping, and
irrigation of landscaped areas; line painting, pavement repair and maintenance, sweeping, and
sanitary control; removal of snow, trash, rubbish, garbage, and other refuse; the cost of
personnel to implement such services, to direct parking, and to patrol the common areas; the cost
of exterior and interior painting of common areas; all maintenance and repair costs; and the cost
of maintenance of sewers and utility lines.
h. The amortization amount (including interest at a market rate) necessary to amortize the
cost of capitalized alterations or improvements, including, but not limited to, the replacement of
existing furniture, fixtures, equipment or systems that have become obsolete or do not function
efficiently and effectively or as they were originally intended for a first class office building.
The amortization period selected by the Landlord shall reflect the useful life of the alteration or
improvement.
i. All taxes, assessments, and governmental or other charges, general or special, ordinary
or extraordinary, foreseen or unforeseen (including, but not limited to, Community Improvement
District assessments), which are levied, assessed, or otherwise imposed against the Project,
street lights, personal property or rents, or on the right or privilege of leasing the Project,
collecting rents therefrom or parking vehicles thereon, by any federal, state, county, or
municipal government or by any special sanitation district or by any other governmental or
quasi-governmental entity that has taxing or assessment authority, and any other taxes and
assessments, excluding any interest and penalties thereon resulting from Landlord’s failure to
timely pay such amounts, attributable to the Project or its operation (herein collectively called
the "Impositions"), but exclusive of federal, state and local income taxes of Landlord,
inheritance taxes, estate taxes, gift taxes, transfer taxes, excess profit taxes and any taxes
imposed in lieu of such taxes. If at any time during the Lease Term, the present method of
taxation or assessment shall be so changed that the whole or any part of the Impositions now
levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and
as a substitute therefor, or in lieu of and in addition thereof, taxes, assessments, levies,
impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital
levy or otherwise on the rents received from the Project or the rents reserved herein or any part
thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to
the extent so levied, assessed or imposed, shall be deemed to be included within the Impositions
and the operating costs. Tenant will be responsible for ad valorem taxes on its personal property
and on the value of the leasehold improvements in the Premises to the extent the same exceed
building standard allowances (and if the taxing authorities do not separately assess Tenant's
leasehold improvements, Landlord may make a reasonable allocation of the ad valorem taxes
allocated to the Project to give effect to this sentence).
j. All assessments (if any) assessed against the Project during the Lease Term pursuant to
any protective covenants, easement agreements or common area maintenance agreements now or
hereafter of record against the Project including, but not limited to, any common area maintenance
charges assessed pursuant to that certain Common Area Maintenance Agreement dated July 2, 1985, as
said Agreement has been and may be amended from time to time.
k. Fees of accountants, attorneys and other consultants, professionals or advisors incurred
by Landlord with respect to operational issues at the Project.
l. Any other costs or expenses incurred by Landlord in the operation of the Project that would
be considered an expense of maintaining, operating or repairing the Project, all such costs and
expenses being recorded on an accrual basis in accordance with accepted principles of sound
management and accounting practices applicable to first class office building complexes and
consistently applied.
Direct Operating Expenses shall not include the following items:
Leasing commissions, finders’ fees, brokerage fees, and costs incurred with the negotiation of
leases (but not management fees); Rent under any ground leases; Costs of furnishing services to
other tenants or occupants to the extent that such services are materially and substantially in
excess of services Landlord offers to all tenants at Landlord’s expense; Lease takeover costs
incurred by Landlord in connection with new leases at the Property; Costs and expenses of the sale
of all or any portion of the Property; Costs incurred by Landlord with respect to repairs, goods and
services (including utilities sold and supplied to tenants and occupants of the Property) to the
extent that Landlord is entitled to reimbursement for such costs from the tenants; Costs incurred by
Landlord due to the violation by Landlord of the terms and conditions of any lease of space in the
Property; Costs incurred by Landlord with respect to disputes with tenants under the Leases
including, without limitation, dispossessory proceedings; Capital Costs other than as provided for
in paragraph 2(c)(iii)h hereof; Capital Costs of correcting any non-compliance of the Building,
existing as of the date of this Lease, with the Americans With Disabilities Act as currently
existing and as currently interpreted; Costs in excess of customary maintenance costs incurred to
encapsulate, remove or otherwise handle any Hazardous Materials found in the Building or the
Property; Interest, points and fees on debt or amortization or for any mortgage or mortgages
encumbering the Property, or any part thereof, and all principal, escrow deposits and other sums
paid on or in respect to any indebtedness (whether or not secured by a mortgage lien) and on any
equity participations of any lender or lessor, and all costs incurred in connection with any
financing, refinancing or syndication of the Property, or any part thereof; Costs of the original
construction of the Property; Income, franchise, transfer, inheritance, capital stock, estate,
profit, gift, gross receipts or succession taxes; Costs of repairs or replacements incurred by
reason of fire or other casualty or condemnation in excess of the insurance deductible; Costs for
performing tenant installations for any individual tenant or for performing work or furnishing
services to or for individual tenant at such tenant’s expense and any other contribution by Landlord
to the cost of tenant improvements.
(iv) Nothing contained in this Section shall imply any duty on the part of Landlord to pay any
expense or provide any service not otherwise imposed by the express terms of this Lease.
(v) On or about December 31 of each calendar year during the Lease Term, Landlord shall
estimate the amount of Direct Operating Expenses and Tenant's Proportionate Share of Direct Operating
Expenses for the ensuing calendar year or (if applicable) fractional part thereof and notify Tenant in
writing of such estimate. Such estimate shall be made by Landlord in the exercise of its discretion, and
shall not be subject to dispute by Tenant. The amount of additional rent specified in such notification
shall be paid by Tenant to Landlord in equal monthly installments in advance on the first day of each month
of such ensuing calendar year, at the same time and in the same manner as base rent.
(vi) Within One Hundred Eighty (180) days after December 31 of any calendar year during the
Lease Term for which additional rent is due under this Section, Landlord shall advise Tenant in writing, of
the amount of actual Direct Operating Expenses for such calendar year. If the Direct Operating Expenses for
such calendar year prove to be greater than the amount previously estimated, Landlord shall invoice Tenant
for the deficiency as soon as practicable after the amount of underpayment has been determined, and Tenant
shall pay such deficiency to Landlord within thirty (30) days following its receipt of such invoice. If,
however, Direct Operating Expenses for such calendar year are lower than the amount previously estimated,
Tenant shall receive a credit (or in the event the term of this Lease has then expired, Tenant shall receive
a cash refund) toward the next ensuing monthly payment or payments of the estimated amount of Tenant's
Proportionate Share of Direct Operating Expenses in the amount of such overpayment until depleted, but in no
event shall Tenant's Proportionate Share of Direct Operating Expenses be deemed to be less than zero.
3. Security 3. Tenant hereby deposits with Landlord on the date hereof the sum of Seventy
Deposit. Seven Thousand Eight Hundred Twenty Six and 89/100 Dollars ($77,826.89), which sum shall be held by Landlord,
without obligation for interest, as security for the full, timely and faithful performance of Tenant's covenants
and obligations under this Lease. It is understood and agreed that such deposit is not an advance rental
deposit or prepayment of the last month’s rent due hereunder, and is not a measure of Landlord's damages in case
of Tenant's default. Upon the occurrence of any default or event of default by Tenant which is not cured within
any applicable notice and/or cure period, Landlord may, from time to time, without prejudice to any other remedy
provided herein or provided by law, use such funds to the extent necessary to make good any arrears of rent or
other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by any event of
Tenant's default; and Tenant shall pay to Landlord on demand the amount so applied in order to restore the
security deposit to its original amount. Although the security deposit shall be deemed the property of
Landlord, any remaining balance of such deposit shall be returned by Landlord to Tenant or Tenant's last
permitted assignee at such time after termination of this Lease when Landlord shall have determined that all
Tenant's obligations under this Lease have been fulfilled. Landlord shall not be required to keep any security
deposit separate from its general funds. Upon the occurrence of any events of default or default as described
in this Lease which is not cured within any applicable notice and/or cure period, said security deposit shall
become due and payable to Landlord. Subject to the other terms and conditions contained in this Lease, if the
Building is conveyed by Landlord, said deposit may be turned over to Landlord's grantee, and if so, Tenant
hereby releases Landlord from any and all liability with respect to said deposit and its application or return.
Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that the foregoing security deposit, if
not previously applied to Tenant’s obligations under this Lease in accordance with this Paragraph 3, shall be
applied to rent due under this Lease for the month of April, 2008.
4. Occupancy 4. (a) Tenant shall use and occupy the Premises for general office purposes
and Use. and for no other use or purpose without the prior written consent of Landlord.
(b) Tenant shall not do or permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them,
nor use or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purposes or for
any business, use or purpose deemed to be disreputable or inconsistent with the operation of a first class
office building, nor shall Tenant cause or maintain or permit any nuisance in, on, or about the Premises.
Tenant shall not commit or suffer the commission of any waste in, on, or about the Premises.
5. Compliance 5. (a) Tenant shall not use the Premises or permit anything to be done in or about
with Laws. the Premises which will in any way conflict with any law, statute, ordinance, or governmental rule, regulation or
requirement now in force or which may hereafter be enacted or promulgated. Tenant shall not do or permit
anything to be done on or about the Premises or bring or keep anything therein which will in any way increase the
rate of any insurance upon the Building in which the Premises are situated or any of its contents or cause a
cancellation of said insurance or otherwise affect said insurance in any manner, and Tenant shall at its sole
cost and expense promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or which may hereafter be in force and with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use, or
occupancy of the Premises. Notwithstanding anything contained in this paragraph to the contrary, Tenant shall
not be responsible for ensuring that the common areas of the Building comply with applicable laws.
(b) Tenant shall not use, handle, store, deal in, discharge, or fabricate any Hazardous Materials (as
herein defined) on or about the Premises (except for typical office supplies maintained in compliance with all
applicable laws and ordinances). Tenant shall indemnify Landlord (and anybody claiming by, through, or under
Landlord) from and against any and all claims, damages, losses, costs, and expenses (including reasonable
attorneys´ fees and court costs) incurred by Landlord or anybody claiming by, through, or under Landlord as a
result of the existence of any Hazardous Materials on or about the Premises or any environmental problems
relating to the Premises which are caused by or related to the delivery, deposit or creation of Hazardous
Materials on or about the Premises during the term of this Lease. As used herein, "Hazardous Materials" means
any petroleum or chemical liquids or solids, liquid or gaseous products, contaminants, oils, radioactive
materials, asbestos, PCB's, urea-formaldehyde, or any toxic or hazardous waste or hazardous substances, as those
terms are used in (A) the Resources Conservation Recovery Act, as amended by the Hazardous and Solid Waste
Amendments of 1984, 42 U.S.C. § 6901 et seq.; (B) the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601
et seq.; (C) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (D) the Toxic Substances and Control Act, 15 U.S.C.
§ 2601 et seq.; (E) the Clean Air Act, 42 U.S.C. § 7401 et seq.; (F) any and all applicable environmental laws
and regulations of the State of Georgia; and (G) any and all other applicable federal, state or local law or
regulation governing hazardous substances or workplace health or safety, as such laws may be amended from time
to time.
6. Alterations. 6. Tenant shall not make or suffer to be made any alterations, additions, or improvements in, on, or to the
Premises or any part thereof without the prior written consent of Landlord, and no such alterations, additions
or improvements shall be made without the supervision of Landlord´s designated agent or representative;
provided, however, that Landlord’s consent shall not be required for any alterations or additions that satisfy
the following criteria (“Cosmetic Alterations”): (1) are of a cosmetic nature such as painting, wallpapering,
hanging pictures or installing carpeting; (2) are not visible from the exterior of the Premises or the Building;
(3)do not affect any structural components of, or mechanical, electrical or other building systems in, the
Premises or the Building; and (4) do not require work to be performed inside the demising walls of the
Premises. However, even though consent is not required for Cosmetic Alterations, the performance of Cosmetic
Alterations shall be subject to all other applicable provisions of this Paragraph 6, and Tenant shall give
Landlord written notice of any proposed Cosmetic Alterations at least ten (10) days prior to commencement of
such Cosmetic Alterations. In the event Landlord consents to the making of any such alterations, additions, or
improvements by Tenant, the same shall be made by Tenant, at Tenant's sole cost and expense, in accordance with
all applicable laws, ordinances, and regulations and all requirements of Landlord's and Tenant's insurance
policies. All work shall be performed in accordance with plans and specifications approved by Landlord, and
each contractor and subcontractor must first be approved in writing by Landlord, or, at Landlord's option, the
alteration, addition or improvement shall be made by Landlord for Tenant's account, and Tenant shall reimburse
Landlord for the cost thereof upon demand. If, but only if, Tenant requests that Landlord provide assistance,
management or oversight for any alterations, additions or improvements to the Premises by Tenant, then (except
with respect to the construction of the initial tenant improvements pursuant to the Work Letter Agreement)
Landlord shall have the right to charge a fee for any and all construction supervision provided by Landlord´s
designated agents or representatives in connection with such alterations, additions, or improvements to the
Premises by Tenant. Such fee, at Landlord´s option, shall be either a fixed fee or a fee calculated on an
hourly basis, considering the time expended by Landlord´s agents or representatives in supervising Tenant´s
construction.
7. Repair. 7. By taking possession of the Premises, Tenant accepts the Premises as being in the condition in which Landlord
is obligated to deliver them and otherwise in good order, condition and repair. Tenant shall, at all times
during the term hereof at Tenant's sole cost and expense, keep the Premises and every part thereof in good order,
condition and repair, excepting ordinary wear and tear, damage thereto by fire, acts of terrorism, earthquake,
act of God or the elements. Tenant shall upon the expiration or sooner termination of the term hereof, unless
Landlord demands otherwise as in Paragraph 23 hereof provided, surrender to Landlord the Premises and all
repairs, changes, alterations, additions and improvements thereto in the same condition as when received, or when
first installed, ordinary wear and tear, damage by fire, earthquake, act of God, or the elements excepted. It is
hereby understood and agreed that Landlord has no obligation to alter, remodel, improve, repair, decorate, or
paint the Premises or any part thereof except as specified in the Work Letter Agreement, and that no
representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant,
except as specifically herein set forth.
8. Liens. 8. Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished,
or obligations incurred by Tenant. In the event that Tenant shall not, within twenty (20) days following the
recordation of any such lien, cause the same to be released of record by payment or posting of a proper bond,
Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the
obligation, to cause the same to be released by such means as it shall deem proper, including payment of the
claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection
therewith shall be considered additional rent and shall be payable to Landlord by Tenant on demand and with
interest at the rate of four percentage points higher than the prime commercial lending rate from time to time
of SunTrust Bank in Atlanta, Georgia, provided, however, that if such rate exceeds the maximum rate permitted
by law, the maximum lawful rate shall apply; the interest rate so determined is hereinafter called the "Agreed
Interest Rate". Landlord shall have the right at all times to post and keep posted on the Premises any notices
permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord, the
Premises, the Building, and any other party having an interest therein, from mechanics' and materialmen's
liens, and Tenant shall give to Landlord at least five (5) business days prior notice of commencement of any
construction on the Premises.
9. Assignment 9. (a) Tenant shall not sell, assign, encumber or otherwise transfer by operation
and Subletting. of law or otherwise this Lease or any interest herein, sublet the Premises or any portion thereof, or suffer any
other person to occupy or use the Premises or any portion thereof, without the prior written consent of Landlord
as provided herein, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall Tenant
permit any lien to be placed on the Tenant's interest by operation of law. Tenant shall, by written notice,
advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor
more than ninety (90) days after the date of Tenant's notice) to sublet the Premises or any portion thereof for
any part of the term hereof; and supply Landlord with such information, financial statements, verifications and
related materials as Landlord may request or desire to evaluate the written request to sublet; and in such event
Landlord shall have the right, to be exercised by giving written notice to Tenant within ten (10) days after
receipt of Tenant's notice and all said information, financial statements, verifications and related materials
requested by Landlord, to terminate this Lease as to the portion of the Premises described in Tenant's notice
and such notice shall, if given, terminate this Lease with respect to the portion of the Premises therein
described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of
the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease
with said notice. If said notice shall specify all of the Premises and Landlord shall give said termination
notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however,
this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as
defined and reserved hereinabove and as adjusted pursuant to Paragraph 19(c), shall be adjusted on a pro rata
basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in
full force and effect. If Landlord, upon receiving said notice by Tenant with respect to any of the Premises,
shall not exercise its right to terminate, Landlord will not unreasonably withhold or grant its consent to
Tenant's subletting the Premises specified in said notice. Tenant shall, at Tenant's own cost and expense,
discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and
any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not
the Lease is terminated pursuant hereto and rented by Landlord to the proposed subtenant or any other tenant.
Tenant agrees to pay to Landlord, promptly after request therefor, (i) the amount of all attorneys´ fees and
expenses incurred by Landlord in connection with any assignment or subletting issues or review of documentation
relating thereto, and (ii) $500.00 as an administrative fee for Landlord´s time and effort in connection with
any assignment or subletting issues.
(b) Any subletting or assignment hereunder by Tenant shall not result in Tenant being released or
discharged from any liability under this Lease. As a condition to Landlord's prior written consent as provided
for in this paragraph, the assignee or subtenant shall agree in writing to comply with and be bound by all of
the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord
promptly after execution, an executed copy of each sublease or assignment and an agreement of said compliance
by each sublessee or assignee. Notwithstanding any provision to the contrary contained herein, any subletting
or assignment by Tenant hereunder shall result in all rights of first refusal, rights of first offer, rights to
expand, and renewal options granted herein being forfeited by Tenant and its assignee or subtenant. Tenant
expressly acknowledges that Landlord intends for all of such rights to be personal and exclusive to Tenant, and
that such rights are not subject to transfer to any other party.
(c) Landlord's consent to any sale, assignment, encumbrance, subletting, occupation, lien or other
transfer shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any
subsequent occurrence. Any sale, assignment, encumbrance, subletting, occupation, lien or other transfer of this
Lease which does not comply with the provisions of this Paragraph 9 shall be void.
(d) For purposes of this Section, an assignment of stock or other direct or indirect ownership interest in
Tenant which constitutes a controlling interest in Tenant shall be deemed an assignment within the meaning of and
be governed by this Section; provided, however, that this provision shall not apply to the transfer of publicly
traded stock of Tenant, if any.
(e) Notwithstanding any provision contained herein, Tenant agrees that it shall not sell, assign,
encumber or otherwise transfer by operation of law or otherwise this Lease or any interest herein, or sublet
the Premises or any portion thereof, to any tenant who currently leases space in the Building.
(f) If this Lease is assigned, or if the Premises or any part thereof are sublet or occupied by anyone
other than Tenant during the Lease Term (with or without Landlord´s consent), Landlord shall be entitled to
fifty percent (50%) of all rents, fees and other considerations paid by such subtenant, assignee or occupant
with respect to the Premises, including, but not limited to, all amounts paid in excess of the rental specified
in this Lease.
(g) Notwithstanding the foregoing provisions of this Paragraph 9, such consent of Landlord shall not be
necessary or required in connection with any assignment or subletting to any firm, person, corporation,
partnership or other entity (an“Affiliate”), now or hereafter directly or indirectly in control of, controlled
by or under common control with Tenant, or indirectly in control of, controlled by or under common control with
Tenant, or which or with which Tenant shall merge or consolidate (collectively, an “Affiliate Transfer”),
provided that Tenant shall remain liable for performance of its obligations hereunder and, if Tenant shall not
survive any such Affiliate Transfer as a separate, on-going business entity, the then creditworthiness of any
successor to Tenant is at least substantially equal to the then creditworthiness of Tenant, as determined in
Landlord´s reasonable judgment. Tenant shall provide to Landlord at least ten (10) business days prior written
notice of any proposed Affiliate Transfer, including information regarding the creditworthiness of the proposed
transferee.
10. Insurance and 10. (a) Landlord shall not be liable to Tenant and Tenant hereby waives all
Indemnification. claims against Landlord for any injury or damages to any person or property in or about the Premises by or from
any cause whatsoever, without limiting the generality of the foregoing, whether caused by water leakage of any
character from the roof, walls, basement, or other portion of the Premises or the Building, or caused by gas,
fire, or explosion of the Building or the complex of which it is a part or any part thereof, except to the extent
arising from the gross negligence or willful misconduct of Landlord.
(b) Tenant shall hold Landlord harmless from and defend and indemnify Landlord against any and all
claims or liability for any injury or damage to any person or property whatsoever: (i) occurring in, on or
about the Premises or any part thereof, (ii) occurring in, on, or about any facilities (including, without
limitation, elevators, stairways, passageways or hallways), the use of which Tenant may have in conjunction
with other tenants of the Building, when such injury or damage shall be caused in part or in whole by the act,
neglect, fault of, or omission of any duty with respect to the same by Tenant, its agents, servants, employees,
or invitees. Tenant further agrees to indemnify, defend and save harmless Landlord against and from any and
all claims in any manner relating to any work or thing whatsoever done by Tenant in or about, or any
transactions of Tenant concerning, the Premises, and will further indemnify, defend and save Landlord harmless
against and from any and all claims arising from any breach or default on the part of Tenant in the performance
of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or
arising from any act or negligence of Tenant, or any of its agents, contractors, servants, employees and
licensees, and from and against all costs, counsel fees, expenses and liabilities incurred in connection with
any such claim or action or proceeding brought thereon. Furthermore, in case any action or proceeding be
brought against Landlord by reason of any claims or liability, Tenant agrees to defend such action or
proceeding at Tenant's sole expense by counsel reasonably satisfactory to Landlord. The provisions of this
Lease with respect to any claims or liability occurring prior to the termination or expiration of this Lease
shall expressly survive such termination or expiration of this Lease.
(c) Tenant agrees to purchase at its own expense and to keep in force during the term of this Lease all
insurance coverages reasonably required by Landlord to be maintained by tenants in the Building generally,
including, but not limited to, the policies of insurance specified on Exhibit “G” attached to this Lease.
Tenant´s insurance must be in force upon Tenant taking possession of the Premises, or upon the Commencement
Date, whichever is earlier, and shall continue throughout the Lease Term.
(d) Landlord shall hold Tenant harmless from and defend and indemnify Tenant against any and all claims or
liabilities for any injury or damage to any person or property whatsoever occurring in, on or about the Building
or the Property, to the extent such injury or damage shall be caused by the grossly negligent acts or omissions
of Landlord or Landlord´s agents, employees or contractors. Landlord further agrees to indemnify, defend and
save Tenant harmless against any and all claims arising from any breach or default on the part of Landlord in the
performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this
Lease. The indemnifications by Landlord set forth in this Paragraph 10(d) are subject to any limitations
contained in Paragraph 11 or elsewhere in this Lease. Furthermore, in case any action or proceeding be brought
against Tenant by reason of any claims or liability, Landlord agrees to defend such action or proceeding at
Landlord´s sole expense by counsel reasonably satisfactory to Tenant. The provisions of this Lease with respect
to any claims or liability occurring prior to the termination or expiration of this Lease shall expressly survive
such termination or expiration of this Lease.
(e) Landlord shall maintain in force, at its sole cost and expense (but subject to reimbursement as Direct
Operating Expenses), "All Risk" (sometimes known as "Special Causes of Loss") property insurance, covering the
Building, for not less than its full replacement cost. Such insurance may include such other coverages, such
as rental interruption insurance, as Landlord may deem reasonably necessary, and may contain an endorsement
naming Landlord's mortgagee as loss payee, as its interests may appear.
11. Waiver of 11. Each of Landlord and Tenant hereby releases the other from any and all liability
Subrogation. or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise for
any loss or damage to property caused by fire or any other perils insured in policies of insurance covering
such property, even if such loss or damage shall have been caused by the fault or negligence of the other
party, or anyone for whom such party may be responsible, including any other tenants or occupants of the
remainder of the Building in which the Premises are located; provided, however, that this release shall be
applicable and in force and effect only to the extent that such release shall be lawful at that time and in any
event only with respect to loss or damage occurring during such time as the releasor's policies shall contain a
clause or endorsement to the effect that any such release shall not adversely affect or impair said policies or
prejudice the right of the releasor to coverage thereunder and then only to the extent of the insurance
proceeds payable under such policies. Each of Landlord and Tenant agrees that it will request its insurance
carriers to include in its policies such a clause or endorsement. If extra cost shall be charged therefor,
each party shall advise the other thereof and of the amount of the extra cost, and the other party, at its
election, may pay the same, but shall not be obligated to do so. If such other party fails to pay such extra
cost, the release provisions of this Paragraph shall be inoperative against such other party to the extent
necessary to avoid invalidation of such releasor's insurance.
12. Service and 12. (a) Landlord shall maintain the public and common areas of the Building,
Utilities. including lobbies, stairs, elevators, corridors and restrooms, the windows in the Building, the mechanical,
plumbing and electrical equipment serving the Building, and the structure itself, the roof, foundations,
exterior walls (including glass), grounds and parking areas in reasonably good order and condition typical for
a first-class office building in metropolitan Atlanta, Georgia, except for damage occasioned by the act of
Tenant, which damage shall be repaired by Landlord at Tenant's expense. In the event Tenant requires or needs
to have one or more separate systems of either heating, ventilating, air conditioning or other similar systems
over and above that provided by Landlord, the installation, care, expenses and maintenance of each such system
shall be borne by and paid for by Tenant.
(b) Provided the Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein
contained and to the rules and regulations of the Building, Landlord agrees to furnish to the Premises during
ordinary business hours (being 8:00 a.m. until 7:00 p.m. Eastern time Monday through Friday, and 8:00 a.m. until
1:00 p.m. Eastern time on Saturday) of generally recognized business days, to be determined by Landlord (but
exclusive, in any event, of Sundays and legal holidays), heat and air-conditioning typical for a first-class
office building in metropolitan Atlanta, Georgia for the comfortable use and occupation of the Premises,
replacement of bulbs for building standard fluorescent lights and non-building standard lights, provided Tenant
stocks the bulbs for all of Tenant's non-building standard lights, janitorial services during the times (but not
less than five (5) times per week) and in the manner that such services are, in Landlord's judgment, customarily
furnished in comparable office buildings in the immediate market area, and elevator service.
To the extent within Landlord´s reasonable control, Landlord shall provide additional or after-hours heating
or air-conditioning at Tenant's request, provided that Tenant shall pay to Landlord a reasonable charge for such
services as determined from time to time by Landlord. Tenant agrees to keep and cause to be kept closed all
window coverings, if any, when necessary because of the sun's position, and Tenant also agrees at all times to
cooperate fully with Landlord and to abide by all the regulations and requirements which Landlord may prescribe
for the proper functioning and protection of said heating, ventilating, and air-conditioning system and to
comply with all laws, ordinances and regulations respecting the conservation of energy. Wherever
heat-generating machines, excess lighting or equipment are used in the Premises which affect the temperature
otherwise maintained by the air-conditioning system, Landlord reserves the right to install supplementary air
conditioning units in the Premises, and the cost thereof, including the cost of electricity and/or water
therefor, shall be paid by Tenant to Landlord upon demand by Landlord. Landlord agrees to furnish to the
Premises electricity for general office purposes and water for lavatory and drinking purposes, subject to the
provisions of subparagraph 12(c) below. Landlord shall in no event be liable for any interruption or failure of
utility services on the Premises, but Landlord will exercise due diligence to furnish uninterrupted service.
(c) Tenant will not without the written consent of Landlord use any apparatus or device in the Premises,
including without limitation, electronic data processing machines, computers, and machines using excess lighting
or current which will in any way increase the amount of electricity or water usually furnished or supplied for
use of the Premises as general office space; nor connect with electric current, except through existing
electrical outlets in the Premises, or water pipes, any apparatus or device for the purposes of using electrical
current or water. If Tenant in Landlord's judgment shall require water or electric current or any other resource
in excess of that usually furnished or supplied for use of the Premises as general office space (it being
understood that such an excess may result from the number of fixtures, apparatus and devices in use, the nature
of such fixtures, apparatus and devices, the hours of use, or any combination of such factors), Tenant shall
first procure the consent of Landlord, which Landlord may refuse, to the use thereof, and Landlord may cause a
special meter to be installed in the Premises so as to measure the amount of water, electric current or other
resource consumed for any such other use. The cost of any such meters and of installation, maintenance, and
repair thereof shall be paid for by Tenant, and Tenant agrees to pay Landlord promptly upon demand by Landlord
for all such water, electric current or other resource consumed, as shown by said meters, at the rates charged by
the local public utility furnishing the same, plus any additional expense incurred in keeping account of the
water, electric current or other resource so consumed. Landlord shall not be in default hereunder or be liable
for any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated by reason
of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of
the foregoing utilities and services, (ii) failure to furnish or delay in furnishing any such utilities or
services when such failure or delay is caused by acts of God or the elements, labor disturbances of any
character, any other accidents, acts of terrorism, or other conditions beyond the reasonable control of Landlord,
or by the making of repairs or improvements to the Premises or to the Building, (iii) the limitation,
curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any
other service utility whatsoever serving the Premises or the Building. Furthermore, Landlord shall be entitled
to cooperate voluntarily in a reasonable manner with the efforts of national, state or local governmental
agencies or utilities suppliers in reducing energy or other resources consumption.
(d) Any sums payable under this Paragraph 12 shall be considered additional rent and may be added to any
installment of rent thereafter becoming due, and Landlord shall have the same remedies for a default in payment
of such sums as for a default in the payment of rent.
(e) Tenant shall not provide any janitorial services without Landlord's written consent and then only
subject to supervision of Landlord and by a janitorial contractor or employees at all times satisfactory to
Landlord. Any such services provided by Tenant shall be at Tenant's sole risk and responsibility.
(f) It shall be Tenant's responsibility and expense to install, move, maintain, adjust, and repair its
property and fixtures, including but not limited to, its: signage, pictures, bulletin boards, plaques,
furniture, filing cabinets, computer cables, computer equipment, business machines, draperies, blinds, kitchen
appliances, special water heaters, kitchen cabinets, private restroom fixtures, special air conditioning or
power conditioning equipment, locks for furniture and filing cabinets, paging systems, modular furniture
components (including task lighting, flat wiring, and power distribution cables), combination locks, specialty
electrical devices, exhaust fans, fire extinguishers, carpet squares, and/or other furniture, fixtures, or
equipment installed by Tenant, or which were supplied, specified, or requested by Tenant and installed by
Landlord.
13. Estoppel 13. Within seven (7) days following the Commencement Date or any written
Certificate. request which Landlord may make from time to time, Tenant shall execute and deliver to Landlord a certificate
substantially in the form attached hereto as Exhibit "C" and made a part hereof, indicating thereon any
exceptions thereto which may exist at that time. Failure of Tenant to execute and deliver such certificate
shall at Landlord´s option constitute a default hereunder or constitute an acceptance of the Premises and
acknowledgment by Tenant that the statements included in Exhibit "C" are true and correct without exception.
Landlord and Tenant intend that any statement delivered pursuant to this paragraph may be relied upon by
Landlord or by any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or any interest
therein or anyone to whom Landlord may provide said certificate.
14. Holding Over. 14. Tenant will, at the termination of this Lease by lapse of time or otherwise, yield up immediate possession
to Landlord. If Tenant retains possession of the Premises or any part thereof after such termination, then
Landlord may, at its option, serve written notice upon Tenant that such holding over constitutes the creation of
a tenancy of sufferance, in any case upon the terms and conditions set forth in this Lease; provided, however,
that the daily rental shall, in addition to all other sums which are to be paid by Tenant hereunder, whether or
not as additional rent, be equal to 150% of the rental being paid monthly to Landlord under this Lease
immediately prior to such termination (prorated on the basis of a 365 day year for each day Tenant remains in
possession). If no such notice is served, then a tenancy at sufferance shall be deemed to be created at the
rent in the preceding sentence. Tenant shall also pay to Landlord all damages sustained by Landlord resulting
from retention of possession by Tenant, including the loss of any proposed subsequent tenant for any portion of
the Premises. The provisions of this paragraph shall not constitute a waiver by Landlord of any right of
reentry as herein set forth; nor shall receipt of any rent or any other act in apparent affirmance of the
tenancy operate as a waiver of the right to terminate this Lease for a breach of any of the terms, covenants, or
obligations herein on Tenant's part to be performed.
15. Subordination. 15. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a
subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying
leases which may now exist or hereafter be executed affecting the Building, the land upon which the Building or
any common areas are situated, and (b) the lien or interest of any mortgage or deed to secure debt which may
now exist or hereafter be executed in any amount for which said Building, land, ground leases or underlying
leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the
foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or
underlying leases or any such liens or interests of mortgages or deeds to secure debt to this Lease. In the
event that any ground lease or underlying lease terminates for any reason or any mortgage or deed to secure
debt is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding
any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of
such successor in interest. Tenant agrees to execute such non-disturbance and attornment agreements as the
holder of any mortgage or deed to secure debt on the Building may reasonably require. Tenant covenants and
agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional
documents evidencing the priority or subordination of this Lease with respect to any such ground leases or
underlying leases or the lien of any such mortgage or deed to secure debt. Tenant hereby irrevocably appoints
Landlord as attorney-in-fact of Tenant to execute, deliver and record any such documents in the name and on
behalf of Tenant. At Tenant´s request, Landlord shall use good faith efforts to obtain from the holder of any
mortgage or deed to secure debt that may now or hereafter encumber the Building a non-disturbance agreement for
the benefit of Tenant.
16. Re-Entry 16. Landlord reserves and shall, during normal business hours following at least 24-
By Landlord. hour advance verbal notice to Tenant (except in the event of an emergency or in the provision of normal
building services, in which case such entry may be after normal business hours and shall not require prior
notice to Tenant), have the right to re-enter the Premises to inspect the same, to supply janitor service and
any other service to be provided by Landlord to Tenant hereunder, to show said Premises to prospective
purchasers, mortgagees or tenants, to post notices of nonresponsibility, and to alter, improve, or repair the
Premises and any portion of the Building of which the Premises are a part or to which access is conveniently
made through the Premises, without abatement of rent, and may for that purpose erect, use, and maintain
scaffolding, pipes, conduits, and other necessary structures in and through the Premises where reasonably
required by the character of the work to be performed, provided that entrance to the Premises shall not be
blocked thereby, and further provided that the business of Tenant shall not be interfered with unreasonably.
Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby,
unless resulting from the gross negligence or willful misconduct of Landlord. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors, in, upon,
and about the Premises, and Landlord shall have the right to use any and all means which Landlord may deem
necessary or proper to open said doors in an emergency, in order to obtain entry to any portion of the
Premises, and any entry to the Premises, or portions thereof obtained by Landlord by any of said means, or
otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any
portions thereof. Landlord shall also have the right at any time, without the same constituting an actual or
constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement and/or
location of entrances or passage ways, doors and doorways, and corridors, elevators, stairs, toilets, or other
public parts of the Building and to change the name, number or designation by which the Building is commonly
known; provided, however, that such changes do not materially and adversely affect Tenant´s access to the
Building or the Premises.
17. Insolvency or 17. The appointment of a receiver to take possession of all or substantially all of the
Bankruptcy. assets of Tenant, or an assignment of Tenant for the benefit of creditors, or any action taken or suffered by
Tenant under any insolvency, bankruptcy, or reorganization act, shall at Landlord's option constitute a breach
of this Lease by Tenant. Upon the happening of any such event or at any time thereafter, this Lease shall
terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this
Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or
otherwise and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under
any bankruptcy, insolvency, or reorganization proceedings.
18. Default and 18. The following events shall be deemed to be events of default by Tenant under
Remedies. this Lease:
(a) Tenant shall fail to pay when or before due any sum of money becoming due to be paid to Landlord
hereunder, whether such sum be any installment of the rent herein reserved, any other amount treated as
additional rent hereunder, or any other payment or reimbursement to Landlord required herein, whether or not
treated as additional rent hereunder, and such failure shall continue for a period of five (5) days after
written notice of such failure from Landlord to Tenant; provided, however, notwithstanding the foregoing,
Landlord shall not be required to give such notice to Tenant more than two (2) times in any calendar year with
respect to Tenant´s obligation to make any monetary payment under this Lease, and after Landlord shall have
given two (2) such notices in any given calendar year, Tenant shall not be entitled to any notice or cure
period for any subsequent default within such calendar year; or
(b) Tenant shall fail to comply with any term, provision or covenant of this Lease other than by failing
to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, and shall not cure
such failure within (i)twelve (12) hours after written notice to Tenant if the failure involves a condition
hazardous or dangerous to life or property or (ii)thirty (30) days after written notice to Tenant in the case
of any other failure provided, however, in the event such failure is of a nature that it cannot be cured within
a 30-day period, then Tenant shall not be in default so long as Tenant commences to cure such failure within
such 30 days and thereafter diligently pursues such cure to completion; or
(c) Tenant shall create or allow to be created in or about the demised Premises any condition or
circumstance constituting a hazard to people or property, a nuisance, a trespass, or other condition offensive
to Landlord or others, whether or not such condition or circumstance rises to the level of a civil or criminal
law violation or action; or
(d) Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of
time or otherwise, or upon termination of Tenant's right to possession only;
(e) If, in spite of the provisions hereof, the interest of Tenant shall be levied upon under execution
or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed
lien and give sufficient security to Landlord to insure payment thereof or shall fail to satisfy any judgment
rendered thereon and have the same released, and such default shall continue for twenty (20) days after written
notice thereof to Tenant; or
(f) Tenant shall assign, sublet or transfer its interest hereunder in violation of this Agreement.
Upon the occurrence of any such events of default described in this paragraph or elsewhere in this Lease,
Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand
whatsoever:
(aa) Landlord may, at its election, terminate this Lease or terminate Tenant's right to
possession only, without terminating the Lease.
(bb) Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any
termination of Tenant's right to possession without termination of the Lease, Tenant shall surrender possession
and vacate the Premises immediately, and deliver possession thereof to Landlord, and Tenant hereby grants to
Landlord full and free license to enter into and upon the Premises in such event with or without process of law
and to repossess the Premises and to expel or remove Tenant and any others who may be occupying or within the
Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass,
eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom;
Tenant hereby waiving any right to claim damage for such reentry and expulsion, and without relinquishing
Landlord's right to rent or any other right given to Landlord hereunder or by operation of law.
(cc) Upon termination of this Lease, whether by lapse of time, by or in connection with a
dispossessory proceeding or otherwise, Landlord shall be entitled to recover as Landlord's actual accrued
damages, all rent, including any amount treated as additional rent hereunder, and other sums due and payable by
Tenant on the date of termination, plus, as Landlord's liquidated damages for the balance of the stated term
hereof and not as a forfeiture or penalty, the sum of: (i) an amount equal to the then present value of the
rent, including any amounts treated as additional rent hereunder, and other sums provided herein to be paid by
Tenant for the residue of the stated term hereof, less the fair rental value of the Premises for such residue
(taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including
expenses hereinafter described in subparagraph (dd)(ii) relating to recovery of the Premises, preparation for
reletting and for reletting itself), and (ii) the cost of performing any other covenants which would have
otherwise been performed by Tenant.
(dd) (i) Upon termination of the Lease or Tenant's right to possession of the demised Premises,
regardless of whether such termination occurs as a result of a dispossessory proceeding, distraint proceeding,
exercise of right of termination, re-entry, lease expiration or otherwise, Tenant shall remain liable for payment
of all rent thereafter accruing and for performance of all obligations thereafter performable under this Lease.
Landlord may, at Landlord's option, enter the Premises, remove Tenant's signs and other evidences of tenancy, and
take and hold possession thereof as provided in subparagraph (bb) above, without such entry and possession
releasing Tenant from any obligation, including Tenant's obligation to pay rent, including any amounts treated as
additional rent, hereunder for the full term of the Lease.
(ii) Landlord may, but need not, relet the Premises or any part thereof for such rent and
upon such terms as Landlord in its sole discretion shall determine (including the right to relet the Premises for
a greater or lesser term than that remaining under this Lease, the right to relet the Premises as a part of a
larger area, and the right to change the character and use made of the Premises) and Landlord shall not be
required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such
reletting. In any such case, Landlord may make repairs, alterations and additions in or to the Premises, and
redecorate the same to the extent Landlord deems necessary or desirable, and Tenant shall, upon demand, pay the
cost thereof, together with Landlord's expenses for reletting, including, without limitation, any broker’s
commission incurred by Landlord. If the consideration collected by Landlord upon any such reletting plus any
sums previously collected from Tenant are not sufficient to pay the full amount of all rent, including any
amounts treated as additional rent hereunder and other sums reserved in this Lease for the remaining term hereof,
together with the costs of repairs, alterations, additions, redecorating, and Landlord’s expenses of reletting
and the collection of the rent accruing therefrom (including attorneys' fees and broker's commissions), Tenant
shall pay to Landlord, as Landlord's liquidated damages and not as a forfeiture or penalty, the amount of such
deficiency upon demand and Tenant agrees that Landlord may file suit to recover any sums falling due under this
section from time to time.
(ee) Landlord may, at Landlord's option, enter into and upon the Premises, with or without
process of law, if Landlord determines in its sole discretion that Tenant is not acting within a commercially
reasonable time to maintain, repair or replace anything for which Tenant is responsible hereunder, and correct
the same, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and
without incurring any liability for any damage resulting therefrom, and Tenant agrees to reimburse Landlord, on
demand, as additional rent, for any expenses which Landlord may incur in thus effecting compliance with
Tenant's obligations under this Lease.
(ff) Any and all property which may be removed from the Premises by Landlord pursuant to the
authority of the Lease or of law, to which Tenant is or may be entitled, may be handled, removed and stored, as
the case may be, by or at the direction of Landlord at the risk, cost and expense of Tenant, and Landlord shall
in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord,
upon demand, any and all expenses incurred in such removal and all storage charges against such property so long
as the same shall be in Landlord's possession or under Landlord's control. Any such property of Tenant not
retaken by Tenant from storage within thirty (30) days after removal from the Premises shall, at Landlord's
option, be deemed conveyed by Tenant to Landlord under this Lease as by a ▇▇▇▇ of sale without further payment
or credit by Landlord to Tenant.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein
provided or any other remedies provided by law or available in equity (all such remedies being cumulative), nor
shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and
covenants herein contained. No act or thing done by Landlord or its agents during the term hereby granted
shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement
to terminate this Lease or accept a surrender of said Premises shall be valid unless in writing signed by
Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants
herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of
the terms, provisions and covenants herein contained. Landlord's acceptance of the payment of rental or other
payments hereunder after the occurrence of an event of default shall not be construed as a waiver of such
default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of
the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver
of such default or of Landlord's right to enforce any such remedies with respect to such default or any
subsequent default. If, on account of any breach or default by Tenant in Tenant's obligations under the terms
and conditions of this Lease, it shall become necessary or appropriate for Landlord to employ or consult with
an attorney concerning or to enforce or defend any of Landlord's rights or remedies hereunder, Tenant agrees to
pay reasonable attorneys' fees so incurred.
Without limiting the foregoing, to the extent permitted by law, Tenant hereby: (i) appoints and designates
the Premises as a proper place for service of process upon Tenant, and agrees that service of process upon any
person apparently employed by Tenant upon the Premises or leaving process in a conspicuous place within the
Premises shall constitute personal service of such process upon Tenant (provided, however, Landlord does not
hereby waive the right to serve Tenant with process by any other lawful means); (ii) expressly waives any right
to trial by jury; and (iii)expressly waives the service of any notice under any existing or future law of the
State of Georgia applicable to landlords and tenants.
19. Damage by 19. (a) If the Building, improvements, or Premises are rendered partially or
Fire, Etc. wholly untenantable by fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation,
be materially restored within one hundred eighty (180) days of such damage, then Landlord or Tenant may, at its
sole option, terminate this Lease as of the date of such fire or casualty. Landlord or Tenant shall exercise
its option provided herein by written notice to the other within sixty (60) days of such fire or other
casualty. For purposes hereof, the Building, improvements, or Premises shall be deemed "materially restored"
if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises
for the purpose for which it was then being used.
(b) If this Lease is not terminated pursuant to Paragraph 19(a), then to the extent of available
insurance proceeds, Landlord shall proceed with all due diligence to repair and restore the Building,
improvements or Premises, as the case may be (except that Landlord may elect not to rebuild if such damage
occurs during the last year of the term of this Lease exclusive of any option which is unexercised at the date
of such damage).
(c) If this Lease shall be terminated pursuant to this Paragraph 19, the term of this Lease shall end on
the date of such damage as if that date had been originally fixed in this Lease for the expiration of the term
hereof. If this Lease shall not be terminated by Landlord or Tenant pursuant to this Paragraph 19 and if the
Premises is untenantable in whole or in part following such damage, the rent payable during the period in which
the Premises is untenantable shall be reduced to such extent, if any, as may be fair and reasonable under all of
the circumstances. In the event that Landlord shall fail to complete such repairs and material restoration
within two hundred seventy (270) days after the date of such damage, Tenant may at its option and as its sole
remedy terminate this Lease by delivering written notice to Landlord, whereupon the Lease shall end on the date
of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration of
the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions
in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor
shortages, governmental regulation or control or other causes beyond the reasonable control of Landlord, the
period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed.
In no event shall Landlord be required to rebuild, repair or replace any part of the partitions, fixtures,
additions or other improvements which may have been placed in or about the Premises by Tenant. Any insurance
which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the
sole benefit of the party carrying such insurance and under its sole control except that Landlord's insurance
may be subject to control by (i) the holder or holders of any indebtedness secured by a mortgage or deed to
secure debt covering any interest of Landlord in the Premises, the Building, or the Property, and/or (ii) the
ground lessor of any portion of the Property.
(d) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured
by a mortgage or deed to secure debt covering the Premises, Building or Property, or the ground lessor of the
Property, requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such
requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if the date
of such damage were the date originally fixed in this Lease for the expiration of the term.
(e) In the event of any damage or destruction to the Building or the Premises by any peril covered by the
provisions of this Paragraph 19, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and
expense, such portion or all of the property belonging to Tenant or its licensees from such portion or all of the
Building or the Premises as Landlord shall request and Tenant hereby indemnifies, defends and holds Landlord
harmless from any loss, liability, costs, and expenses, including attorneys' fees, arising out of any claim of
damage or injury as a result of such removal and any alleged failure to properly secure the Premises prior to
such removal.
20. Condemnation. 20. (a) If any substantial part of the Premises should be taken for any public or quasi-public use under
governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of the Premises for the purpose for
which it is then being used, this Lease shall terminate effective when the physical taking shall occur in the
same manner as if the date of such taking were the date originally fixed in this Lease for the expiration of
the term hereof. As used herein, “substantial part” shall mean more than ten percent (10%).
(b) If part of the Premises shall be taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this
Lease is not terminated as provided in the subparagraph above, this Lease shall not terminate but the rent
payable hereunder during the unexpired portion of this Lease shall be reduced to such extent, if any, as may be
fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a
condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is
reasonably feasible under all circumstances.
(c) Tenant shall not share in any condemnation award or payment in lieu thereof or in any award for
damages resulting from any grade change of adjacent streets, the same being hereby assigned to Landlord by
Tenant; provided, however, that Tenant may separately claim and receive from the condemning authority, if
legally payable, compensation for Tenant's removal and relocation costs and for Tenant's loss of business
and/or business interruption.
(d) Notwithstanding anything to the contrary contained in this paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the
term of this Lease, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall
continue to pay in full all rent payable hereunder by Tenant during the term of this Lease; in the event of any
such temporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which
represents compensation for the use of or occupancy of the Premises during the term of this Lease, and Landlord
shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises
and the use and occupancy of the Premises after the end of the term of this Lease.
21. Sale by 21. In the event of a sale or conveyance by Landlord of the Building, the same
Landlord. shall operate to release Landlord from any future liability upon any of the covenants or conditions, express or
implied, herein contained in favor of Tenant arising after such sale or conveyance, and in such event Tenant
agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease.
Tenant agrees to attorn to the purchaser or assignee in any such sale.
22. Right of 22. All covenants and agreements to be performed by Tenant under any of the
Landlord to terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense
Perform. and without any abatement of rent. If Tenant shall fail to perform any acts, covenants or agreements to be
performed by Tenant under any of the terms of this Lease or to pay any sum of money, other than rent, required
to be paid by it hereunder, and such failure shall continue for fifteen (15) days after written notice thereof
by Landlord, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from
any obligations of Tenant, make any such payment or perform any such act, covenant or agreement on Tenant's
part to be made or performed as in this Lease provided. All sums so paid by Landlord or costs related to
Landlord's performance of such acts, covenants or agreements and all necessary incidental costs, together with
interest thereon at the Agreed Interest Rate as defined in Paragraph 8 hereof from the date of such payment by
Landlord, shall be payable as additional rent to Landlord on demand, and Tenant covenants to pay any such sums,
and Landlord shall have, in addition to any other right or remedy of the Landlord, the same rights and remedies
in the event of nonpayment thereof by Tenant as in the case of default by Tenant in the payment of the rent.
23. Surrender 23. (a) Tenant shall, at least one hundred eighty (180) days before the last day of
of Premises. the term hereof, give to Landlord a written notice of intention to surrender the Premises on that date, but
nothing contained herein or in the failure of Tenant to give such notice shall be construed as an extension of
the term hereof or as consent of Landlord to any holding over by Tenant.
(b) At the end of the Lease Term, Tenant agrees to peaceably deliver up to the Landlord possession of
the Premises, in the same condition as received on the Commencement Date, ordinary wear and tear, damage by
fire, earthquake, and other acts of God excepted. Upon request by Landlord, unless otherwise agreed to in
writing by Landlord, Tenant shall remove, at Tenant's sole cost, any or all permanent improvements or additions
to the Premises installed by or at the expense of Tenant and all movable furniture, equipment and computer and
telephone cabling belonging to Tenant which may be left by Tenant and repair any damage resulting from such
removal. Any property not so removed shall be deemed abandoned by the Tenant, and title to the same shall
thereupon pass to Landlord. Landlord shall have the right to remove and dispose of such abandoned property,
and the costs associated therewith shall be promptly reimbursed by Tenant.
(c) The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall
not work a merger, and shall, at the option of the Landlord, terminate all or any existing subleases or
subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or
subtenancies.
24. Waiver. 24. If either Landlord or Tenant waives the performance of any term, covenant or condition contained in this
Lease, such waiver shall not be deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition contained herein. Furthermore, the acceptance of rent by Landlord shall not constitute a
waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, regardless of
Landlord's knowledge of such preceding breach at the time Landlord accepted such rent. Failure by Landlord to
enforce any of the terms, covenants or conditions of this Lease for any length of time shall not be deemed to
waive or to decrease the right of Landlord to insist thereafter upon strict performance by Tenant. Waiver by
Landlord of any term, covenant or condition contained in this Lease may only be made by a written document
signed by Landlord.
25. Notices. 25. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request
shall be hand-delivered in person, by reputable courier service or sent by United States Mail, registered,
postage prepaid, to the addresses set forth below:
If to Landlord: OTR
c/o Childress ▇▇▇▇▇ Properties
addressStreet300 Galleria Parkway, Suite 600
placeCityAtlanta, country-regionGeorgia 30339
If to Tenant: American Safety Insurance Services, Inc.
addressStreet100 Galleria Parkway, Suite 800
placeCityAtlanta, country-regionGeorgia 30339
Attn: General Counsel
Any notice, demand or request which shall be served upon either of the parties in the manner aforesaid
shall be deemed sufficiently given for all purposes hereunder (i) at the time such notices, demands or requests
are hand-delivered in person or (ii) on the third day after the mailing of such notices, demands or requests in
accordance with the preceding portion of this paragraph.
Either Landlord or Tenant shall have the right from time to time to designate by written notice to the
other party such other places in the United States as Landlord or Tenant may desire written notice to be
delivered or sent in accordance herewith; provided, however, at no time shall either party be required to send
more than an original and two copies of any such notice, demand or request required or permitted hereunder.
Notwithstanding the foregoing, all rental payments under this Lease shall be sent to the address specified
in paragraph 2(a) above.
26. Certain Rights 26. Landlord reserves and may exercise the following rights without affecting
Reserved to Tenant's obligations hereunder:
the Landlord.
(a) To change the name of the Building;
(b) To designate all sources furnishing sign painting and lettering, ice, drinking water, towels, coffee
cart service and toilet supplies, lamps and bulbs used in the Premises;
(c) To retain at all times pass keys to the Premises;
(d) To grant to anyone the exclusive right to conduct any particular business or undertaking in the
Building which does not conflict with Tenant´s use of the Premises;
(e) To close the Building after regular work hours and on legal holidays subject, however, to Tenant's
right to admittance, under such reasonable regulations as Landlord may prescribe from time to time, which may
include by way of example but not of limitation, that persons entering or leaving the Building register and
provide sufficient forms of identification to a watchman and that said persons establish their right to enter
or leave the Building; and
(f) To take any and all measures, including inspections, repairs, alterations, decorations, additions
and improvements to the Premises or the Building, and identification and admittance procedures for access to
the Building as may be necessary or desirable for the safety, protection, preservation or security of the
Premises or the Building or Landlord's interest, or as may be necessary or desirable in the operation of the
Building.
Landlord may enter upon the Premises and may exercise any or all of the foregoing rights hereby reserved
without being deemed guilty of an eviction or disturbance of Tenant's use or possession and without being
liable in any manner to Tenant and without abatement of rent or affecting any of Tenant's obligations hereunder.
27. Abandonment. 27. Tenant shall not vacate or abandon the Premises at any time during the term, and if Tenant shall abandon,
vacate, or surrender said Premises or be dispossessed by process of law, or otherwise, any personal property
belonging to Tenant and left on the Premises shall, at the option of Landlord, be deemed to be abandoned and
title thereto shall thereupon pass to Landlord.
28. Successors 28. Subject to the provisions of Paragraph 9 hereof, the terms, covenants, and
and Assigns. conditions contained herein shall be binding upon and inure to the benefit of the heirs, successors, executors,
administrators and assigns of the parties hereto.
29. Attorneys´ 29. In the event that any action or proceeding is brought to enforce any term,
Fees. covenant or condition of this Lease on the part of Landlord or Tenant, the prevailing party in such litigation
shall be entitled to reasonable attorneys' fees to be fixed by the Court in such action or proceeding.
30. Corporate 30. If Tenant signs as a corporation, each of the persons executing this Lease on
Authority. behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation,
that Tenant has and is qualified to do business in country-regionplaceGeorgia, that the corporation has full
right and authority to enter into this Lease, and that each and both of the persons signing on behalf of the
corporation were authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence
reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. If Tenant signs as any
other legal entity, Tenant shall provide Landlord with reasonable evidence of authority.
31. Mortgage 31. Any provisions of this Lease requiring the approval or consent of Landlord shall
Approvals. not be deemed to have been unreasonably withheld if any mortgagee (which shall include the holder of any deed
to secure debt) of the Premises, Building or Property or any portion thereof shall refuse or withhold its
approval or consent thereto. Any requirement of Landlord pursuant to this Lease which is imposed pursuant to
the direction of any such mortgagee shall be deemed to have been reasonably imposed by Landlord if made in good
faith.
32. Miscellaneous. 32. (a) The paragraph headings herein are for convenience of reference and shall in no way define, increase,
limit, or describe the scope or intent of any provision of this Lease. The term "Landlord" as used in this
Lease shall include the Landlord, its successors and assigns. In any case where this Lease is signed by more
than one person, the obligations hereunder shall be joint and several. The term "Tenant" or any pronoun used
in place thereof shall indicate and include the masculine or feminine, the singular or plural number,
individuals, firms or corporations, and each of their respective successors, executors, administrators, and
permitted assigns, according to the context hereof.
(b) Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects be
governed by the laws of the State of StateStateGeorgia. This Lease, together with its exhibits, contains all
the agreements of the parties hereto and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties other than those set forth in
this Lease and its exhibits. This Lease may not be modified except by a written instrument by the parties
hereto.
(c) If for any reason whatsoever any of the provisions hereof shall be unenforceable or ineffective, all
of the other provisions shall be and remain in full force and effect.
(d) All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination
of the term at this Lease shall survive the expiration or earlier termination of the term hereof.
(e) If any clause, phrase, provision or portion of this Lease or the application thereof to any person
or circumstance shall be invalid or unenforceable under applicable law, such event shall not affect, impair or
render invalid or unenforceable the remainder of this Lease or any other clause, phrase, provision or portion
hereof, nor shall it affect the application of any clause, phrase, provision or portion hereof to other persons
or circumstances, and it is also the intention of the parties to this Lease that in lieu of each such clause,
phrase, provision or portion of this Lease that is invalid or unenforceable, there be added as a part of this
Lease a clause, phrase, provision or portion as similar in terms to such invalid or unenforceable clause,
phrase, provision or portion as may be possible and be valid and enforceable.
(f) Whenever a period of time is herein prescribed for action to be taken by Landlord, the Landlord
shall not be liable or responsible for, and there shall be excluded from the computation for any such period of
time, any delays due to causes of any kind whatsoever which are beyond the control of Landlord.
(g) Notwithstanding any other provisions of this Lease to the contrary, if the Commencement Date hereof
shall not have occurred before the twentieth (20th) anniversary of the date hereof, this Lease shall be null and
void and neither party shall have any liability or obligation to the other hereunder. The purpose and intent of
this provision is to avoid the application of the rule against perpetuities to this Lease.
33. Landlord's 33. In addition to any statutory lien for rent in Landlord's favor, Landlord shall
Lien. have and Tenant hereby grants to Landlord a continuing security interest for all rentals and other sums of
money becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory,
accounts, contract rights, chattel paper and other personal property of Tenant situated on the Premises, and
such property shall not be removed therefrom without the consent of Landlord until all arrearages in rent as
well as any and all other sums of money then due to Landlord hereunder shall first have been paid and
discharged. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies
provided herein or by law, all rights and remedies under the Uniform Commercial Code, including without
limitation the right to sell the property described in this Paragraph 33 at public or private sale upon
providing the notice called for by the Uniform Commercial Code or if none is so supplied five (5) days notice
to Tenant. Tenant hereby agrees that this Lease shall constitute a security agreement and further agrees to
execute such financing statements and other instruments necessary or desirable in Landlord's discretion to
perfect the security interest hereby created. Any statutory lien for rent is not hereby waived, the express
contractual lien herein granted being in addition and supplementary thereto.
34. Quiet 34. Landlord represents and warrants that it has full right and authority to enter into
Enjoyment. this Lease and that Tenant, while paying the rental and performing its other covenants and agreements herein
set forth, shall peaceably and quietly have, hold and enjoy the Premises for the term hereof without hindrance
or molestation from Landlord subject to the terms and provisions of this Lease. In the event this Lease is a
sublease, then Tenant agrees to take the Premises subject to the provisions of the prior leases. Landlord
shall not be liable for any interference, nuisance or disturbance by other tenants or third persons, nor shall
Tenant be released from any of the obligations of this Lease because of such interference, nuisance or
disturbance.
35. Landlord's 35. In no event shall Landlord's liability for any breach of this Lease exceed the
Liability. amount of rental then remaining unpaid for the then current term (exclusive of any renewal periods which have
not then actually commenced). This provision is not intended to be a measure or agreed amount of Landlord´s
liability with respect to any particular breach, and shall not be utilized by any court or otherwise for the
purpose of determining any liability of Landlord hereunder, except only as a maximum amount not to be exceeded
in any event. Furthermore, any liability of Landlord hereunder shall be enforceable only out of the interest
of Landlord in the Building and the Property and in no event out of the separate assets of Landlord or any
shareholder or partner of Landlord.
36. Right to 36. [Intentionally omitted]
Relocate.
37. No Estate. 37. This contract shall create the relationship of Landlord and Tenant, and no estate shall pass out of
Landlord. Tenant has only a usufruct, not subject to levy and sale and not assignable by Tenant, except as
provided for herein and in compliance herewith.
38. Lease 38. Submission of this instrument for examination or signature by Tenant does
Effective Date. not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.
39. Rules and 39. (a) Tenant shall faithfully observe and comply with the rules and regulations
Regulations. printed on or annexed to this Lease as Exhibit "A" which is attached hereto and made a part hereof and all
reasonable modifications thereof and additions thereto from time to time put into effect by Landlord. Landlord
shall supply Tenant with any changes or amendments to said rules. Landlord shall not be responsible for the
nonperformance by any other tenant or occupant of the Building of any of said rules and regulations. Tenant
shall faithfully observe and comply with the rules and regulations put into effect from time to time by the
owners of other buildings and property within the Atlanta Galleria complex. Tenant will be responsible for
causing its employees, customers, subtenants, licensees, invitees, agents, concessionaires and contractors to
comply with all such rules and regulations.
(b) Tenant acknowledges and agrees that Landlord may insist upon compliance with and enforce the rules
and regulations as well as any laws, statutes, ordinances or governmental rules or regulations as mentioned in
Paragraph 5 above, and may, pursuant to the Georgia Criminal Trespass Statute (Official Code of Georgia
Annotated, Section 16-7-21), prohibit any person including any of Tenant's employees, agents, customers,
licensees, guests, invitees, concessionaires, or contractors from entering or remaining upon all or any portion
of the Building, including the Premises, or any other building or property within the Atlanta Galleria complex,
including the hotel, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, parking lots, parking decks, performance stages,
and all other buildings, land or property, if Landlord determines in its sole discretion that said person has
not complied with any law, ordinance, rule or regulation or poses a threat to the safety, welfare or health of
any person or to the maintenance or orderliness of the administration of the Building. Tenant further agrees
that it shall not interfere with or object to Landlord's enforcement of any such laws, ordinances, rules and
regulations including Official Code of Georgia Annotated, Section 16-77-21 or any similar statute.
40. Special 40. Special Stipulations to this Lease are set forth on Exhibit "E" attached hereto
Stipulations. and made a part hereof. In the event of any conflict between any provision set forth in Exhibit "E" and any
provision contained elsewhere in this Lease, the former in all events shall supersede, prevail and control.
41. Guaranty. 41. [Intentionally omitted]
42. Condition. 42. [Intentionally omitted]
43. Brokerage 43. Tenant represents that Tenant has not engaged or worked with any real estate
Commissions. brokers or agents other than Colliers Spectrum ▇▇▇▇▇▇ and Childress ▇▇▇▇▇ Properties, Inc. (collectively,
“Broker”) in connection with this Lease for the Premises. Tenant shall indemnify and hold harmless Landlord and
Landlord´s agents from and against any and all claims for commissions or other compensation, and any
liabilities, damages and costs relating thereto, that may be asserted by any person or entity other than Broker
to the extent that Tenant has engaged such person or such claim results from any action of Tenant.
44. Exculpation 44. This Lease is executed by certain employees of The State Teachers Retirement System of Ohio, not
individually, but solely on behalf of Landlord, the authorized nominee and agent for The State Teachers
Retirement Board of Ohio (“▇▇▇▇▇”). In consideration for entering into this Lease, Tenant hereby waives any
rights to bring a cause of action against the individuals executing this Lease on behalf of Landlord (except
for any cause of action based upon lack of authority or fraud), and all persons dealing with Landlord must look
solely to Landlord´s assets for the enforcement of any claim against Landlord, and the obligations hereunder
are not binding upon, nor shall resort be had to the private property of any of, the trustees, officers,
directors, employees or agents of ▇▇▇▇▇. Nothing contained in this Paragraph 44 shall be deemed to limit the
provisions of Paragraph 35 above.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written.
LANDLORD: OTR, an StateStateOhio general partnership
By:
Name:
Title:
TENANT: AMERICAN SAFETY INSURANCE SERVICES, INC., a StateStateGeorgia
corporation
By:
Name:
Title:
Attest:
Name:
Title:
(CORPORATE SEAL)
Exhibit
EXHIBIT "A"
RULES AND REGULATIONS
l. Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Tenants or used
by them for any purpose other than for ingress and egress from their respective Premises. The halls, passages, exits,
entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial
to the safety, character, reputation and interests of the Building and its Tenants, provided that nothing herein contained
shall be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of such
Tenant's business unless such persons are engaged in illegal activities. No Tenant, and no employees or invitees of any
Tenant, shall go upon the roof of the Building, except as authorized by Landlord.
2. No sign, placard, picture, name, advertisement, notice or other such item visible from the exterior of Premises shall be
inscribed, painted, illuminated, affixed, installed or otherwise displayed by any Tenant either on its Premises or any part
of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign,
placard, picture, name, advertisement, notice or other such item without notice to and at the expense of Tenant.
If Landlord shall have given such consent to any Tenant at any time, whether before or after the execution of the Lease,
such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such Lease, and shall be
deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord
and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with
respect to any other such sign, placard, picture, name, advertisement or notice.
All approved signs or lettering on doors and walls shall be printed, painted, affixed and inscribed at the expense of the
Tenant by a person approved by Landlord.
3. The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of
Tenants only and Landlord reserves the right to exclude any other names therefrom, including the names of any subtenants of
Tenant.
4. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be
attached to, hung or placed in, or used in connection with, any window or door on any Premises without the prior written
consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of
Landlord's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be
placed or kept on the window ▇▇▇▇▇ so as to be visible from the exterior of the Building. No articles shall be placed
against glass partitions or doors which might appear unsightly from outside Tenant's Premises.
5. Landlord reserves the right to exclude from the Building between the hours of 6 pm and 8 am on Monday through Friday and at
all hours on Saturdays, Sundays, and holidays all persons who are not Tenants or their accompanied guests in the Building.
Each Tenant shall be responsible for all persons for whom it allows to enter the Building and shall be liable to Landlord
for all acts of such persons.
Landlord shall in no case be liable for damages for error with regard to the admission to or exclusion from the Building of
any person.
During the continuance of any invasion, mob, riot, public excitement or other circumstances rendering such action advisable
in Landlord's opinion, Landlord reserves the right to prevent access to the Building by closing and/or locking the doors, or
otherwise, for the safety of Tenants and protection of the Building and property in the Building.
6. No Tenant shall employ any person or persons for the purpose of cleaning Premises unless otherwise agreed to by Landlord in
writing. Except with the written consent of Landlord no person or persons other than those approved by Landlord shall be
permitted to enter the Building for the purpose of cleaning same. No Tenant shall cause any unnecessary labor by reason of
such Tenant's carelessness or indifference in the preservation of good order and cleanliness of the Premises. Landlord
shall in no way be responsible to any tenant for any loss of property on the Premises, however occurring, or for any damage
done to the effects of any Tenant by the janitor or any other employee or any other person.
7. No Tenant shall obtain or maintain for use upon its Premises or the Building coin-operated or other vending machines or
accept barbering or bootblacking or carwashing services in its Premises or in the Building, or on the Property, except from
persons authorized by Landlord.
8. Each Tenant shall see that all doors of its Premises are closed and securely locked and must observe strict care and caution
that all water faucets, water apparatus, coffee makers and any other electrical appliances or equipment are entirely shut
off before the Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off so
as to prevent waste or damage, and for any default or carelessness the Tenant shall make good all injuries sustained by
other Tenants or occupants of the Building of Landlord. On multiple tenancy floors, all Tenants shall keep the door or
doors to the Building corridors closed at all times except for ingress and egress.
9. As more specifically provided in the Tenant's Lease of the Premises, Tenant shall not waste electricity, water or
air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's
heating and air-conditioning, and shall refrain from attempting to adjust any controls.
10. No Tenant shall alter any lock or access device or install a new or additional lock or access device or any bolt on any door
of its Premises without the prior written consent of Landlord.
11. No Tenant shall make or have made additional copies of any keys or access devices provided by Landlord. Each Tenant, upon
the termination of the Tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms
and toilet rooms which shall have been furnished Tenant or which Tenant shall have had made. In the event of the loss of
any keys or access devices so furnished by Landlord, Tenant shall pay Landlord therefor.
12. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for
which they were constructed and no foreign substance of any kind whatsoever, including, but not limited to, coffee grounds
shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall
be borne by the Tenant, who, or whose employees or invitees, shall have caused it.
13. No Tenant shall use or keep in its Premises or the Building any kerosene, gasoline or flammable or combustible fluid or
material other than limited quantities necessary for the operation or maintenance of office equipment. No tenant shall use
any method of heating or air-conditioning other than that supplied by Landlord. In the event flammable or combustible
fluids or materials are permitted by Landlord in the Premises, these materials must be maintained and secured so as to
comply with all laws, rules and regulations governing such materials, including but not limited to, all fire codes.
14. No Tenant shall use, keep or permit to be used or kept in its Premises any foul or noxious gas or substance or permit or
suffer such Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the
Building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business
therein, nor shall any animals or birds be brought or kept in or about any Premises of the Building.
15. Except for the use by Tenant of a microwave oven, no cooking shall be done or permitted by any Tenant on its Premises
without the consent of Landlord (except that use by the Tenant of Underwriters' Laboratory approved microwaves and/or
equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenants and their employees shall be
permitted, provided that such equipment and use is in accordance with applicable federal, state and city laws, codes,
ordinances, rules and regulations) nor shall Premises be used for lodging.
16. Except with the prior written consent of Landlord, no Tenant shall sell, permit the sale, at retail, of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise in or on any Premises, nor shall Tenant carry on,
or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar
business in or from any Premises for the service or accommodation of occupants of any other portion of the Building, nor
shall the Premises of any Tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of
a public ▇▇▇▇▇▇ shop, beauty parlor, nor shall the Premises of any Tenant be used for any improper, immoral or objectionable
purpose, or any business activity other than that specifically provided for in such Tenant's lease.
17. If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with,
Landlord's instructions in their installation.
18. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or
installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of
burglar alarms, telephones, call boxes or other office equipment affixed to all Premises shall be subject to the written
approval of Landlord.
19. No Tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof
of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or
elsewhere.
20. No Tenant shall lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its
Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a
violation of this rule or the removal of any floor covering shall be borne by the Tenant by whom, or by whose contractors,
employees or invitees, the damage shall have been caused.
21. No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the
Building or carried up or down the elevators except between such hours and in such elevators as shall be designated by
Landlord. In the event Landlord permits use of the Building´s loading dock and/or elevators after normal Building hours,
then Landlord shall have the right to impose reasonable charges on Tenant for such use. Landlord shall have the right to
prescribe the weight, size and position of all safes, furniture, files, bookcases or other heavy equipment brought into the
Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness
as determined by Landlord to be necessary to properly distribute the weight thereof. Landlord will not be responsible for
loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building by moving or
maintaining any such safe, equipment or other property shall be repaired at the expense of Tenant.
Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in
the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices
sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be
acceptable to Landlord.
22. No Tenant shall place a load upon any floor of the Premises which exceeds the load per square foot which such floor was
designed to carry and which is allowed by law. No Tenant shall ▇▇▇▇, or drive nails, screws or drill into, the partitions,
woodwork or plaster or in any way deface such Premises or any part thereof.
23. There shall not be used in any space, or in the public areas of the Building, either by Tenant or others, any hand trucks
except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve.
No other vehicles of any kind shall be brought by any Tenant into or kept in or about the Premises.
24. Each Tenant shall store all its trash and garbage within the interior of its Premises. No materials shall be placed in the
trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such
disposal. All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such
purposes and at such times as Landlord may designate.
25. Canvassing, soliciting, distributing of handbills or any other written material, and peddling in the Building are prohibited
and each Tenant shall cooperate to prevent the same. No Tenant shall make room-to-room solicitation of business from other
tenants in the Building.
26. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's judgment, is intoxicated or
under the influence of alcohol or drugs or who is in violation of any of the rules and regulations of the Building.
27. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant except as Tenant's address.
28. Tenant shall comply with all energy conservation, safety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency.
29. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Premises closed.
30. The requirements of Tenants will be attended to only upon application at the office of the Building by an authorized
individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless given
special instructions from Landlord, and no employees will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.
31. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but
no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or
Tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all Tenants of the
Building.
32. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time
be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein.
After receipt of said rules by Tenant, Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any
additional rules and regulations which are adopted.
33. All wallpaper or vinyl fabric materials which Tenant may install on painted walls shall be applied with a strippable
adhesive. The use of nonstrippable adhesives will cause damage to the walls when materials are removed, and repairs made
necessary thereby shall be made by Landlord at Tenant's expense.
34. All work proposed by Tenant in the Premises must be pre-approved by Landlord. Tenant will refer all contractors,
contractors representatives and installation technicians, rendering any service to Tenant, to Landlord for Landlord's
supervision, approval, and control before performance of any contractual service. This provision shall apply to all work
performed in the Premises and other portions of the Building, including installations of telephones, telegraph equipment,
electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment or any other physical portion of the Building.
35. Tenant shall give prompt notice to Landlord of any accidents to or defects in plumbing, electrical fixtures, or heating
apparatus so that such accidents or defects may be attended to properly.
36. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant's employees, agents,
clients, customers, invitees and guests.
37. These Rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or
in part, the terms, covenants, agreements and conditions of any Lease of Premises in the Building.
38. All appliances, fixtures, equipment and other devices located in the Premises and to be connected to a water source,
including, without limitation, dishwashers, ice making machines, coffee makers and refrigerators and freezers, shall be
connected to such water source using only copper piping with either copper compression fittings, flanged fittings, or
soldered connections. No plastic tubing or other plastic lines, plastic connectors or plastic valves shall be used in the
connection of any such items.
39. Smoking shall be prohibited in all areas of the Building. No Tenant shall allow smoking within the Premises. Smoking shall
be allowed only in those areas outside of the Building as are designated from time to time by Landlord as smoking areas.
EXHIBIT "B"
WORK LETTER AGREEMENT
1. MATERIALS FURNISHED BY LANDLORD
Landlord shall furnish and install within the Premises substantially in accordance with plans and specifications approved by
Tenant and Landlord, partitions, doors, lighting fixtures, acoustical ceiling, floor covering, electrical switches and outlets,
telephone outlets, air conditioning, and other improvements required by Tenant which are normally performed by the construction
trades.
2. IMPROVEMENT COSTS TO BE PAID BY LANDLORD
Landlord shall provide to Tenant a “Tenant Allowance” to undertake all or part of the improvements which Tenant desires to have
made to the Premises. The Tenant Allowance shall be the actual cost of said improvements to a limit of (not to exceed) Thirty and
No/100 Dollars ($30.00) per rentable square foot contained in the Premises which is 46,978 rentable square feet. The total Tenant
Allowance for the Premises shall not exceed One Million Four Hundred Nine Thousand Three Hundred Forty and No/100 Dollars
($1,409,340.00). Notwithstanding the above, Tenant may, at Tenant´s discretion, use all or any portion of the Landlord Allowance for
costs related to design and construction of the Tenant Improvements, Tenant´s signage costs, and installation of Tenant´s furniture,
cabling, etc.; provided, however, that as a condition to Tenant´s right to use Landlord´s Allowance for the foregoing purposes, Tenant
first shall be required to improve and finish all portions of the Premises in accordance with the Plans. In addition to the Tenant
Allowance, Landlord shall reimburse Tenant for up to $5,000.00 in costs incurred by Tenant in installing supplemental HVAC in the
Premises.
3. IMPROVEMENT COSTS TO BE PAID BY TENANT
The cost of any improvements in addition to those provided by Landlord in Paragraph 2 above shall be paid by Tenant, one
half (1/2) upon commencement of the construction and one half (1/2) upon completion of the construction. Should Tenant request any
modifications to work which has already been completed under this agreement, Tenant shall pay the costs of all such modifications,
one half (1/2) upon commencement of the modifications and one half (1/2) upon competition of the modifications.
4. APPROVAL OF PLANS AND COST
(a) Landlord and Tenant shall diligently pursue the preparation of all plans and specifications for the improvements.
All such plans and specifications including finishes shall have the approval of both Landlord and Tenant, which approval shall not be
unreasonably withheld by either party; in addition, all plans and specifications shall have the approval of all governmental agencies
and authorities, including but not limited to, the state and county fire marshal. Plans and specifications and a cost estimate for
the portion of the work covered thereby to be borne by Tenant, if any, shall be approved by Landlord and Tenant no later than October
26, 2006, in accordance with the procedure set forth in the following Paragraph 4(b).
(b) As soon as practicable after execution of this Lease, Tenant shall provide Landlord with instructions sufficient to
enable Landlord to prepare plans and specifications for the improvements Tenant desires to have provided. Thereafter, if per the
provisions of Paragraph 3 above, Tenant shall bear any of the costs of the improvements, a cost estimate for the improvements to be
paid for by Tenant shall be prepared by Landlord and submitted to Tenant for preliminary approval. When the plans and specifications
are approved by Landlord and Tenant, Landlord shall obtain a quotation, and shall submit the same to Tenant for approval as the price
to be paid by Tenant to Landlord for said improvements. Upon written approval of such price by Tenant, Landlord and Tenant shall be
deemed to have given final approval to the plans and specifications on the basis of which the quotation was made and Landlord shall
be authorized to proceed with the improvements of the Premises in accordance with such plans and specifications. If Tenant
disapproves such price, or fails to approve or disapprove such price within seven (7) days after submission thereof by Landlord,
Landlord shall not be obligated to proceed with any improvement of the Premises until such time as Landlord and Tenant approve a
price for Tenant´s work.
(c) Tenant shall bear the cost of any changes in the work requested by Tenant after final approval of plans and
specifications under Paragraph 4(b) above.
EXHIBIT "C"
TENANT LEASE ESTOPPEL CERTIFICATE
Landlord: __________________________
Tenant: ___________________________
Premises: ___________________________
Area: Sq. Ft. Lease Date:
The undersigned Tenant under the above-referenced lease (the “Lease”) hereby ratifies the Lease and certifies to
___________________________ (“Landlord”) as owner of the real property of which the premises demised under the Lease (the “Premises”)
is a part, as follows:
1. That the term of the Lease commenced on _____________, 200_ and the Tenant is in full and complete possession of the
Premises demised under the Lease and has commenced full occupancy and use of the Premises, such possession having been delivered by
Landlord and having been accepted by the Tenant.
2. That the Lease calls for monthly rent installments of $____________ to date and that the Tenant is paying monthly
installments of rent of $_____________ which commenced to accrue on the _______ day of ____________, 200_.
3. That no advance rental or other payment has been made in connection with the Lease, except rental for the current
month. There is no “free rent” or other concession under the remaining term of the Lease, and the rent has been paid to and
including _____________, 200_.
4. That a security deposit in the amount of $_____________ is being held by Landlord, which amount is not subject to
any set off or reduction or to any increase for interest or other credit due to Tenant.
5. That all obligations and conditions under said Lease to be performed to date by Landlord or Tenant have been
satisfied, free of defenses and set-offs including all construction work in the Premises except
______________________________________________________________________________.
6. That the Lease is a valid lease and in full force and effect and represents the entire agreement between the
parties; that there is no existing default on the part of Landlord or the Tenant in any of the terms and conditions thereof and no
event has occurred which, with the passing of time or giving of notice or both, would constitute an event of default; and that said
Lease has: (Initial One)
( ) not been amended, modified, supplemented, extended, renewed or assigned.
( ) been amended, modified, supplemented, extended, renewed or assigned as follows by the following
described agreements:
7. That the Lease provides for a primary term of _______ months; the term of the Lease expires on the ____ day of
______________, 200_; and that: (Initial One)
( ) neither the Lease nor any of the documents listed in Paragraph 6 (if any), contain an option for
any additional term or terms.
( ) the Lease and/or the documents listed under Paragraph 6, above, contain an option for
additional term(s) of _______ year(s) and ______________ month(s) (each) at a rent to be
determined as follows:
8. That Landlord has not rebated, reduced or waived any amounts due from Tenant under the Lease, either orally or in
writing, nor has Landlord provided financing for, made loans or advances to, or invested in the business of Tenant.
9. That, to the best of Tenant´s knowledge, there is no apparent or likely contamination of the real property or the
Premises by hazardous materials, and Tenant does not use, nor has Tenant disposed of, hazardous materials in violation of
environmental laws on the real property or the Premises.
10. That there are no actions, voluntary or involuntary, pending against the Tenant under the bankruptcy laws of the
StateStateUnited States or any state thereof.
11. That this certification is made knowing that Landlord is relying upon the representations herein made.
Tenant:
Dated: By:
Typed Name:
Title:
EXHIBIT “D”
FLOOR PLAN OF PREMISES
Added to and made part of Lease Agreement between
OTR, an StateStateOhio general partnership (“Landlord”) and
American Safety Insurance Services, Inc. (“Tenant”).
Suite: 700 and ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Feet: 46,978
Useable Square Feet: 43,498
EXHIBIT “E”
SPECIAL STIPULATIONS
Added to and made part of Lease Agreement between
OTR, an StateStateOhio general partnership (“Landlord”) and
American Safety Insurance Services, Inc. (“Tenant”).
Suite: 700 and ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Feet: 46,978
Useable Square Feet: 43,498
1. Security Deposit. The Security Deposit in the amount of Seventy Seven Thousand Eight Hundred Twenty Six and 89/100 Dollars
($77,826.89) and the First Month´s Rent in the amount of Seventy Five Thousand Three Hundred Sixty and 54/100 Dollars
($$75,360.54) are due and payable upon Lease execution by Tenant. Check(s) should be made payable to OTR.
2. Renewal. Provided Tenant is not in default and as long as Tenant is still in occupancy of the Premises, Tenant shall have
one (1) option to renew this Lease for the entire Premises for an additional sixty (60) month term with one hundred eighty
(180) days prior written notice to Landlord of its intent to renew. The rental rate for the renewal term shall be at the
then current Building market rate. For purposes hereof, the term “then current Building market rate” shall mean the rental
rate at such time for comparable leases in the Building, taking into consideration relevant factors including amount of
space, location of space, length of renewal term, base rental rate, escalations, base year operating expenses, whether such
lease is for a new tenant or a renewing tenant, tenant improvement allowances, and lease concessions.
3. Right of First Refusal. Provided Tenant is not in default and subject to the rights of any existing tenant or tenants in
the Building, Tenant shall have a right of refusal (a) beginning on the Commencement Date, on all of the fifth (5th) and
sixth (6th) floors of the Building, and (b) beginning on January 4, 2010, on all of the twelfth (12th) floor of the
Building. Upon receipt of written notice (the “Offer Notice”) from Landlord that a third party has made a bonafide offer to
lease all or a portion of the aforementioned space upon terms satisfactory to Landlord (the “Offer Terms”), Tenant shall
respond to Landlord within ten (10) business days whether Tenant intends to lease all of such space covered by the
third-party offer at the Offer Terms. If Tenant indicates that it will not lease the space offered, Landlord may proceed to
lease it to such third party on terms not more favorable to such third party than the Offer Terms within one hundred eighty
(180) days following Tenant´s receipt of the Offer Notice and Tenant shall have waived its right to lease that space at that
time, but the right of first refusal shall continue with regarding to future proposed leases. If Tenant indicates that it
will lease the space offered, Tenant and Landlord shall execute an amendment to this Lease for the space offered within ten
(10) business days of notifying Landlord of its intention to lease the space offered.
4. Termination Option. Provided Tenant is not in default, Tenant may terminate this Lease at the end of the sixtieth (60th)
full calendar month of the term, upon giving six (6) months´ prior written notice to Landlord and paying to Landlord a
termination fee equal to all unamortized tenant improvement costs, unamortized commissions (including inside and outside
commissions) and free rent. Tenant shall pay such termination fee within fifteen (15) days after receipt from Landlord of
an invoice for such fee.
5. Parking. Landlord shall provide to Tenant, and Tenant shall have the right to use, without charge, on a nonexclusive, first
come-first serve basis, 3.5 parking spaces (whether covered or uncovered) per one thousand (1,000) square feet of usable
area leased and occupied by Tenant. Such parking spaces shall be available to Tenant in the parking deck and spaces located
on the Property (“Parking Area”). All such rights of Tenant shall be subject to all rules and regulations pertaining
thereto as may be adopted by Landlord from time to time. Landlord shall provide four (4) additional general visitors
parking spaces for the Building in the Parking Area at a location designated by Landlord, and at no additional cost to
Tenant. Landlord shall have no obligation to monitor the use of such visitor spaces.
6. Signage. So long as American Safety Insurance Services, Inc. occupies all of the Premises, Tenant shall have the right to
install its name on the exterior monument sign for the Building located on the north side of the Building. If American
Safety Insurance Services, Inc., as Tenant, has installed such sign, and thereafter ceases to occupy all of the Premises,
Tenant, shall remove such sign and repair any damage therefrom at its expense. All such signage shall be installed and
removed at Tenant´s expense. All such signage shall be subject to the prior written approval of Landlord, which approval
shall not be unreasonably withheld or delayed, provided such signage is architecturally consistent with the existing signage
on the monument sign and provided such signage and name is consistent with the operation of the Building as a first-class
office building. Tenant´s name on such building monument sign shall be located just beneath The Georgian Club name and
shall be comparable in size to other tenant names on such monument sign and constructed of materials mutually agreeable to
Landlord and Tenant. If in the future American Safety Insurance Services, Inc. occupies at least fifty percent (50%) of the
rentable square feet in the Building, then during such period of occupancy Landlord shall allow Tenant to install, at
Tenant´s expense, signage on the exterior of the Building, the size, materials, design and location of such signage to be
mutually agreed to between Landlord and Tenant. In addition to the foregoing, Landlord agrees to provide Tenant with the
Building standard tenant plaque at Tenant´s main entrance to the Premises and Tenant´s standard information on the Building
electronic directory. Any costs for the standard signage shall be deducted from the Tenant Allowance.
7. Club Memberships. Landlord shall cause to be waived the initiation fees for (a) up to twenty-five (25) new memberships to
the Galleria Athletic Club located in the ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and (b) up to five (5) new memberships in The Georgian Club
located in the Building. All ongoing costs of membership, including monthly dues, shall be the sole responsibility of
Tenant, and Landlord shall have no responsibility therefor.
8. Contingency. Notwithstanding any provisions to the contrary in this Lease, this Lease and all rights and duties of the
parties hereunder are expressly conditioned upon the sale, on or before October 19, 2006, by the current owner to an
unrelated third party, of that certain office building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, said building being
currently occupied in part by Tenant. If such sale does not occur for any reason on or before October 19, 2006, then, at
Tenant´s election given not later than such date, this Lease shall be of no force and effect. If such sale does occur on or
before October 19, 2006, then this Lease shall be fully binding upon Landlord and Tenant as if the conditions set forth in
this paragraph were never a part of this Lease. If the conditions set forth in this paragraph are not satisfied and this
Lease terminates as a result thereof, then Tenant, within fifteen (15) days after demand by Landlord, shall reimburse
Landlord for all costs incurred by Landlord in connection with this Lease, including, but not limited to, architectural fees
and legal fees.
9. Staffing. Landlord agrees that the Building shall be staffed with not less than three (3) day ▇▇▇▇▇▇ employees, including
one (1) outside ▇▇▇▇▇▇, one (1) lead ▇▇▇▇▇▇, and one (1) day maid. Their responsibilities shall include:
(i) Interior ▇▇▇▇▇▇/Day Maid: The day maid and lead ▇▇▇▇▇▇ maintain the interior common areas of the Building including
first floor lobby and upper elevator lobbies, public corridors and restrooms, checking every restroom at least one
time mid-morning and one time in the afternoon. They shall service the restrooms by restocking all paper products
as necessary and spot mop the floor as necessary.
(ii) Exterior ▇▇▇▇▇▇: The exterior ▇▇▇▇▇▇ shall patrol the parking deck to remove trash and debris and empty the trash
cans located at the exterior elevator landings and maintain the perimeter of the Building, entrances and loading
dock area.
Landlord shall provide full-time security officers and security vehicles to patrol the parking decks and common roadways, 24
hour a day, 7 days a week, which security may be provided in conjunction with other buildings in the Galleria complex of
which the Building is a part. Security coverage within the Building at the lobby security desk will be not less than 18
hours per day, Monday through Friday, 16 hours per day on Saturdays, and 12 hours per day on Sundays. Additionally, a
security officer shall patrol the Building interior not less than 4 hours per night, 7 days per week. A security
operations center is located in the Galleria complex and provides 24 hours per day, 7 days per week security assistance.
11. Building Amenities. Landlord shall at all times throughout the term of this Lease use commercially reasonable efforts to
provide the following amenities within the Building:
(i) Sandwich shop;
(ii) Newsstand;
(iii) Building conference room with audio visual capabilities; and
(iv) ATM.
12. Confidentiality. Tenant covenants and agrees (the “Covenant of Confidentiality”) to treat the terms of this Lease and all
offers and related information delivered by Landlord to Tenant with respect hereto (all of such offers, information and
lease terms, collectively, the “Confidential Information”) as confidential pursuant to and in compliance with the following
terms and conditions. Tenant agrees to keep strictly confidential the Confidential Information and to cause all persons
working for Tenant to do likewise. Tenant agrees that the Confidential Information will be disclosed only to: (i) employees
of Tenant, and (ii) lawyers and accountants and other similar outside consultants working for Tenant who have a need to
know, and on tax returns filed with required governmental authorities; otherwise, no disclosure whatsoever of said
Confidential Information will be made by Tenant. Tenant shall not be restricted in any way from releasing information in
response to a subpoena, court order or legal process, but shall notify Landlord of the demand for information before the
requested party responds to such demand.
EXHIBIT "F"
[INTENTIONALLY OMITTED]
EXHIBIT "G"
INSURANCE
1. COMMERCIAL GENERAL LIABILITY POLICY (1986 or later edition)
General Liability Limits:
$ 2,000,000 General Aggregate
$ 2,000,000 Products and Completed Operations
$ 1,000,000 Personal and Advertising Injury
$ 1,000,000 Each Occurrence
$ 50,000 Fire Damage Limit (any one fire)
$ 5,000 Medical Expense Limit (any one person)
Said policy shall have no deductible on Self Insured Retention without prior written approval.
2. UMBRELLA / EXCESS LIABILITY
General Limits:
$ 1,000,000 Each Occurrence
$ 1,000,000 General Aggregate
3. WORKERS COMPENSATION
The policy must comply with all statutory requirements
Employer´s Liability:
$ 100,000 Bodily injury by accident
$ 500,000 Policy limit by disease
$ 100,000 Bodily injury by disease each employee
4. TENANT PROPERTY
The policy must cover all direct physical loss equal to 100% replacement cost of Tenant’s personal property, all
improvements and alterations, fixtures and equipment provided by Landlord and/or Tenant (including but not limited to the
improvements described in Exhibit “B” of this Lease).
All of said policies shall: (i)name Landlord, Landlord’s agent, and Childress ▇▇▇▇▇ Properties, Inc., together with their respective
affiliates, as additional insureds and insure Landlord's contingent liability under this Lease, (ii) be issued by an insurance
company licensed to do business in the State of Georgia which is acceptable to Landlord and rated at least "A" by A.M. Bests Rating
Guide, and (iii) provide that said insurance shall not be canceled unless thirty (30) days prior written notice shall have been given
to Landlord and Landlord’s property manager. Said policies or certificates thereof shall be delivered to Landlord and Landlord’s
property manager by Tenant upon commencement of the term of the Lease and upon each renewal of said insurance.