EXHIBIT 10.15
STATE OF GEORGIA
COUNTY OF ▇▇▇▇▇▇
THIS LEASE, made this 13th day of June, 1997 between THE ATLANTA BOARD OF
REALTORS EDUCATIONAL FOUNDATION, INC., having its principle office at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Landlord")
and UC TELEVISION NETWORK CORP., having its principle office at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Tenant")
and LILLY REALTY ASSOCIATES, INC., having its principle office at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Agent").
1. Premises and Term. Landlord hereby leases to Tenant and Tenant hereby
rents and leases from Landlord the following described space in Atlanta Realtors
Center ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Building (herein called the "Building") being
approximately 3,616 rentable square feet located in 255, ▇▇▇, & ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (herein called the "Premises"); Premises
being more particularly shown and outlined on the plan attached hereto as
Exhibit "A" and made a part hereof, FOR A TERM of 36.5 MONTHS to commence on the
15 day of July, 1997 and to end at 6:00 P.M. on the last day of July, 2000
(herein called the "Term"). No easement for light and air is granted hereunder.
2. Rental and Covenants to Pay Rent. (a) Tenant shall pay to Landlord
through Lilly Realty Associates, Inc. or at such other place as Landlord may
designate in writing without demand, deduction or set-off, annual rental at the
rate of $61,465.20 per year (herein called "Base Rental"), payable in equal
monthly installments of $5,122.10 in advance on the first day of each calendar
month during Term, subject to adjustment as provided in this paragraph.
However, the rental shall be no less than the initial base rental as specified
above. (A prorated monthly installment shall be due on the first and last month
of Term should Term begin or end on other than the first or last day of the
calendar month.)
(b) Commencing with the second lease year of the Term hereof, and in each
lease year in which the Consumer Price Index For All Urban Consumers, U.S. City
Average for all items (1967 = 100), or its successor index, published by the
United States Bureau of Labor Statistics (herein called the "Index") for the
first full calendar month of such year shows an increase in the cost of living
over the level of the cost of living in the first full calendar month of the
first lease year of the term hereof (the "Base Month"). Tenant shall pay to
Landlord in each month of such lease year an amount or average rent computed as
follows (i) Determine the percentage increase in the cost of living as shown by
such Index from its level for the Base Month to its level for the first calendar
month of such later lease year (the "Average Percentage"); (ii) Multiply the
Average Percentage times the base monthly rental to find the average rent. Such
average rent shall be paid at the same time as payment of the base monthly
rental. No average rent shall be payable hereunder until Landlord shall have
delivered to Tenant a copy of the Index for the Base Month and for the first
calendar month of each lease year during the lease term for which average rent
is sought, together with a computation of the amount of average rent payable for
each month for such lease year. Pending the determination of the additional
amount if any, to be paid by the Tenant, Tenant shall continue to pay the base
monthly rental and when the amount of the average rent for each month has been
determined, Tenant, on the first day of the month immediately following the
furnishing by Landlord to Tenant of the computations hereof shall pay to
Landlord the number of installments that shall have elapsed
from the commencement of the lease year in question up to and including the
first day of such month. The average rent plus the previous Base Rent becomes
the New Base Rent to be escalated the following year.
3. Additional Rental. All payments, other than those previously specified
above, as required in this Lease by Landlord to Tenant shall be deemed to be and
shall become additional rent hereunder, whether or not the same shall be
designated as such and shall be due and payable along with usual rental payments
subject to the same conditions and remedies as exist for said rental payments.
4. Late Charges. Any rental due Landlord under this Lease shall be
considered past due for purposes hereof on the tenth day of any month, and shall
incur a monthly service charge of 1 1/2% per month for that and each subsequent
month past due. Any other amounts payable to Landlord under this Lease, with the
exception of rent, shall be considered past due 30 days from Landlord's billing
date and shall incur a monthly service charge of 1 1/2% for that and each
subsequent month past due. (A monthly rate of 1 1/2% is equivalent to an annual
percentage rate of 18%.)
5. Security Deposit. Prior to occupancy, Tenant will pay to Landlord, as a
security deposit, the amount of $75,122.10. Such deposit is refundable to
Tenant within 30 days following satisfactory completion of all terms of this
Lease and provided that no defective conditions, other than normal wear and tear
are left unrepaired by Tenant and that Tenant does not owe Landlord any debts.
Any portion of said deposit not required to reimburse Landlord for Landlord's
expense in repairing defective conditions caused by Tenant or for paying amounts
owed by Tenant to Landlord, shall be refunded to Tenant as provided above, in
case of foreclosure or deed in lieu of foreclosure by any lender such as lender
is not liable to return escrow deposit placed with Landlord, however, lender
must comply with all obligations to Tenant under this Lease and Georgia Law.
6. Acceptance of Premises. Landlord or Landlord's agents have made no
representations or promises with respect to the said building, leased premises,
or this Agreement except as herein expressly set forth. The taking possession
of the leased premises by Tenant shall be conclusive evidence, as against
Tenant, that Tenant accepts same "as is" and that said premises and the building
of which the same form a part are called for the use intended by Tenant and were
in good and satisfactory condition at the time such possession was so taken.
7. Commencement. The date on which possession of the leased premises is
taken by Tenant will establish the commencement of rent on this Lease if
possession is taken before the 15th day of July, 1997. If for any reason
Landlord fails to deliver the leased premises ready for occupancy on the above
date, this Lease shall remain in full force and effect and Landlord shall have
no liability to Tenant due to delay in occupancy and rental shall commence when
said premises are ready for occupancy. If a delay in having premises ready for
occupancy is occasioned by Tenant, or if leased premises are ready for occupancy
on the above date but Tenant does not like occupancy, rental in either case
still commences as of the above date. Moreover, the Term of this Lease shall be
proportionately extended for an additional period of time to the end that this
Lease shall provide for a full Term as herein provided.
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8. Surrender of Premises. Upon the expiration or other termination of this
Lease, tenant shall quit and surrender to Landlord the premises, broom clean,
and in the same condition as on the commencement of the term, normal wear and
tear only excepted, and Tenant shall remove all of its property. Tenant's
obligation to observe or perform this covenant shall survive the expiration or
other termination of this Lease. If the last day of the term of the Lease or
any renewal thereof falls on Sunday, this Lease shall expire on the business day
immediately preceding.
9. Repair by Tenant and Removal of Improvements and Alterations Upon
Termination. (a) Tenant accepts Premises in their present condition as suited
for the use intended by Tenant. Tenant will, at Tenant's expense, take good
care of Premises and the fixture and appurtenances therein, and will suffer no
active or permissive waste or injury thereof; and Tenant shall, at Tenant's
expense, but under the direction of Landlord, promptly repair any injury or
damage to Premises or Building caused by the misuse or neglect thereof, or by
persons permitted on Premises by Tenant or Tenant moving in or out of Premises.
(b) Tenant will not, without Landlord's written consent, make any
alterations, additions or improvements in or about Premises and will not do
anything to or on the Premises which will increase the rate of fire insurance on
the Building. All alterations, additions or improvements (including but not
limited to, carpets, drapes and drape hardware) made or installed by Tenant to
Premises shall become the property of Landlord at the expiration of this Lease.
Landlord reserves the right to require Tenant to remove any improvements or
additions made to the Premises by Tenant; Tenant further agrees to do so prior
to the expiration of Term or within thirty )3-_ days after expiration of this
Lease.
(c) No later than the last day of Term, Tenant will remove all Tenant's
personal property and repair all injury done by or in connection with
installation or removal of said property and surrender Premises (together with
all keys to Premises) in as good a condition as they were at the beginning of
Term, reasonable wear and damage by fire, the elements or casually excepted.
All property of Tenant remaining on Premises after expiration of Term shall be
deemed conclusively abandoned and may be removed by Landlord, and Tenant shall
reimburse Landlord for cost of removing the same, subject however, to Landlord's
rights to require Tenant to remove any improvements or additions made to
Premises by Tenant pursuant to the preceding subparagraph (b).
(d) In doing any work of any nature in, to or about Premises, Tenant will
use only contractors or workmen approved by Landlord. Tenant shall promptly
remove any lien for material or labor claimed to be furnished to Premises on
Tenant's or any subtenant's credit.
10. Maintaining Food or Drink Machines on Premises. (a) Tenant shall
maintain no food or drink coin operating vending machines within Premises or
Building without the written consent of Landlord; such consent shall not
preclude Landlord from charging Tenant for utility costs thereof under Paragraph
13(c).
(b) Tenant agrees that all personal property, including machines permitted
by Landlord under the preceding subparagraph (a), brought into the Premises by
Tenant, its employees, licensees and invitees shall be at the sole risk of
Tenant and Landlord shall not be
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liable for theft thereof or of money deposited therein or for any damages
thereto; such theft or damage being the sole responsibility of Tenant.
11. Repairs by Landlord. Landlord shall not be required to make any repairs
to Premises except repairs necessary for safety and tenantability.
12. Purpose. Tenant shall use and occupy Premises as Office only. Tenant's
use of Premises shall not violate any ordinance, law or regulation of any
governmental body at the "Rules and Regulations" of Landlord, as made a part
hereof, and shall not create any nuisance or trespass. Moreover, Tenant agrees
to conduct its business in a manner according to the generally accepted written
code of ethics or business principles of the business or profession in which
Tenant is engaged.
13. Services - Water, Cleaning and Electricity. Landlord shall furnish the
following services without charge:
(a) Air conditioning in Landlord's judgment sufficient to reasonably cool
or heat the Premises, at the proper season, during reasonable hours (8:00 A.M.
to 6:00 P.M. on Mondays through Fridays, inclusive and 8:30 A.M. to 1:00 P.M. on
Saturdays) on normal business days, except holidays observed by national banks
in Atlanta, Georgia as legal holidays.
(b) Restroom: facilities including water, paper towels, and toilet tissue
reasonably used on the premises.
(c) Janitorial services each Monday through Friday, except holidays
observed by national banks in Atlanta, Georgia as legal holidays.
(d) Electric current for lighting and for small business machines only
(e.g. typewriters and other small office equipment) using 110 volt, 20 AMP
circuits. Tenant will not use any electrical equipment which in Landlord's
opinion will overload the wiring installations or interfere with the reasonable
use thereof by other users in the Building. Tenant will not, without Landlord's
prior written consent in each instance (which shall not be unreasonably
withheld) connect any additional items (such as electric heaters, data
processing equipment or copy machines) to the Buildings electrical distribution
system, or make any alterations or addition to such system. Should Landlord
grant such consent, all additional circuits or equipment required therefor shall
be provided by Landlord and the reasonable cost thereof shall be paid by Tenant
upon Landlord's demand
(e) If Tenant uses an excessive amount of any of the services enumerated in
this Paragraph, then Landlord reserves the right to charge Tenant as additional
rent a reasonable sum for such excess.
(f) Landlord shall in no way be liable for cessation of any of the above
services caused by strike, accident or reasonable breakdown, nor shall Landlord
be liable for damages from any of the fixtures or equipment in the Building
being out of repair, or for injury to person or property, caused by any defects
in the electrical equipment, heating, ventilating and air conditioning system,
water apparatus, or for any damages arising out of failure to furnish the
services enumerated in this Paragraph 13.
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14. Destruction or Damage to Premises. If Premises are totally destroyed
(or so substantially damaged as to be untenantable) by storm, fire, earthquake,
or other casualty, this Lease shall terminate as of the date of such destruction
or damage and rental shall be accounted for as between Landlord and Tenant as of
that date. If Premises are damaged but not rendered wholly untenantable by any
such casualty, rental shall ▇▇▇▇▇ in proportion as the Premises have been
damaged and Landlord shall restore as speedily as practicable, whereupon full
rent shall re-commence.
15. Rules and Regulations. Tenant will observe and comply with the "Rules
and Regulations" attached hereto and made a part hereof, and such further
reasonable rules and regulations as Landlord may prescribe, on written notice to
Tenant, for the safety, care and cleanliness of the Building and the comfort,
quietness and convenience of other occupants of the Building.
16. Default Clause. If Tenant defaults for 3 days after written notice
thereof in paying said rent; or if Tenant defaults for 30 days after written
notice thereof in performing any other or his obligations hereunder; or if
Tenant is adjudicated a bankrupt, or if a permanent receiver is appointed for
Tenant's property, including Tenant's interest in Premises, and such receiver is
not removed within 60 days after written notice from Landlord to Tenant to
obtain such removal; or if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceedings under any present or future law,
whereby the rent or any part thereof is, or is proposed to be, reduced or
payment thereof deferred; or if Tenant makes an assignment for benefit of
creditors; or if Premises or Tenant's effects or interest therein should be
levied upon or attached under process against Tenant, not satisfied or dissolved
within 30 days after written notice from Landlord to Tenant to obtain
satisfaction thereof, then, and in any of the said events, Landlord at his
option may at once, or anytime thereafter (but only during continuance of such
default or condition) terminate this Lease by written notice to Tenant;
whereupon this Lease shall end. After an authorized assignment of subletting,
the occurring of any of the foregoing defaults or events shall effect this Lease
only if caused by or happening to the assignee or sublessee. Upon such
termination by Landlord, Tenant will at once surrender possession of Premises to
Landlord and remove all of Tenant's effects therefrom; and Landlord may
forthwith re-enter the Premises and repossess himself thereof, and remove all
persons and effects therefrom, using such forces as may be necessary without
being guilty of trespass, forcible entry or detainer of other tort.
17. Re-Letting by Landlord. Landlord, as Tenant's agent, without
Termination of this Lease, upon Tenant's breaching this Agreement, may at
Landlord's option enter upon and rent Premises at the best price obtainable by
reasonable effort, without advertisement, and by private negotiations and for
any term Landlord deems proper. Tenant shall be liable to Landlord for the
deficiency, if any, between Tenant's rent hereunder and the price obtained by
Landlord on re-letting.
18. Early Termination. No termination of this Lease prior to the normal
ending thereof by lapse of time or otherwise shall affect Landlord's right to
collect rent for the period prior to termination thereof.
19. Assignment and Subletting. Tenant may not, without the prior written
consent of Landlord endorsed hereon, assign this lease or any interest
thereunder, or sublet Premises or any
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part thereof, or permit the use of Premises by any party other than Tenant.
Landlord shall not unreasonably withhold said consent. Consent by Landlord to
one assignment or sublease shall not destroy or waive this provision, and all
later assignments and subleases shall likewise be made only upon prior written
consent of Landlord. Sublessees or assignees shall become liable directly to
Landlord for all obligations of Tenant hereunder without relieving Tenant's
liability. In the event Tenant notifies Landlord of Tenant's intent to sublease
or assign this lease, Landlord shall within thirty (30) days from receipt of
such notice (i) consent to such proposed subletting, or (ii) refuse such
consent, or (iii) elect to cancel this lease. In the event of Landlord's
election to cancel, Tenant shall have ten (10) days from receipt of such notice
to notify Landlord's of Tenant's acceptance of such cancellation or Tenant's
desire to remain in possession of premises under the terms and conditions and
for the remainder of the Term of this Lease. In the event Tenant fails to so
notify Landlord of Tenant's election to accept termination or to continue as
Tenant hereunder, such failure shall be deemed an election to terminate and such
termination shall be effective as of the end of the 10-day period provided for
in Landlord's notice as hereinabove provided. No assignment or subletting shall
apply or be permitted other than during the initial Term of this Lease. Options
or extensions, if any, are available exclusively to the original Tenant.
20. Eminent Domain. If all or any part of Premises or the land on which
Building stands or any estate therein are taken by virtue of eminent domain or
conveyed or leased in lieu of such taking, this Lease shall expire on the date
when title shall vest, or the term of such lease shall commence, and any rent
paid for any period beyond said date shall be repaid to Tenant. Tenant shall
not be entitled to any part of the award or any payment in lieu thereof,
provided, however, that widening of streets abutting the land on which the
Building stands shall not effect this Lease, provided no part of the Building is
so taken.
21. Entry for Carding and Repairs. Landlord may enter Premises at
reasonable hours with prospective purchasers or tenants or to inspect Premises
or to make repairs required by Landlord under the terms hereof or repairs to
adjoining space within the Building.
22. Transfer of Tenants. Landlord reserves the right, if premises contain
less than 1,500 square feet, at its option and upon giving 30 days written
notice in advance to the Tenant to transfer and remove the Tenant from Premises
to any other available rooms and offices of substantially equal size and area
and equivalent rental in the Building of which Premises are a part. Landlord
shall bear the expense of said removal as well as the expense of any renovations
or alterations necessary to make the new space substantially conform in layout
and appointment with the original Premises.
23. Subordination. This Lease shall be subject and subordinate to all
underlying leases and to security deeds which may now or hereafter affect this
Lease or the real property of which Premises form a part, and also to all
renewals, modifications, consolidations and replacements of such underlying
leases and such security deeds; provided, however, that should this Lease or
rights to collect rent hereunder be assigned to a holder of any security deed as
security for any loans, then this Lease shall not be subordinate to such
security deed. In confirmation of the subordinate set forth in this Paragraph
23, Tenant shall, at Landlord's request, execute and deliver such further
instruments as may be desired by any holder of a security deed or by any lessor
under any underlying letter.
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24. Indemnity and Hold Harmless. Notwithstanding that joint concurrent
liability may be imposed upon Landlord by law, Tenant shall indemnify, defend
and hold harmless the Landlord and Premises, at Tenant's expense against (i) any
default by Tenant or sub-tenant hereunder; or (ii) any act of negligence of
Tenant or its agents, contractors, employees, invitees or licensees; or (iii)
all claims for damages to persons or property by reason of the use or occupancy
of Premises. Moreover, Landlord shall not be liable for any damage or injury to
Premises, to Tenant's property, to Tenant, its agents, contractors, employees,
invitees or licensees, arising from any use or condition of Premises, the
Building, or any sidewalk or entranceway serving the Building, or the act of
neglect of co-tenants or the malfunction of any equipment or apparatus serving
the Building. Any and all claims for any damages referred to in this Paragraph
are hereby waived by Tenant.
25. Tenant's Fire and Extended Insurance Coverage and Waiver of Subrogation
Thereunder. Tenant shall carry fire and extended coverage insurance insuring
its interest in Tenant's improvements in Premises and its interest in its office
furniture, equipment and supplies, and Tenant hereby waives any rights of action
against Landlord for loss or damage covered by such insurance and Tenant
covenants and agrees with Landlord that it will obtain a waiver from the carrier
of such insurance releasing carrier's subrogation rights as against Landlord.
26. Remedies Cumulative. The rights given to Landlord herein are in
addition to any rights that may be given to Landlord by any statute or
otherwise.
27. Holding Over. In the event of holding over by Tenant subsequent to the
expiration or other termination of this Lease and without regard to Landlord's
acquiescence or consent, Tenant shall pay as liquidated damages a monthly rent
double the monthly rent payable immediately prior to such expiration or
termination of this Lease for the duration of such period. Additionally, during
such holding over without Landlord's acquiescence and without any express
agreement of the parties, the Tenant shall be a tenant on a month-to-month basis
which tenancy shall be terminated absolutely and without remedy upon thirty (30)
days written notice of such intent by either party. There shall be no renewal
of this Lease by operation of law.
28. No Waiver or Changes. The failure of either party to insist in any
instance on strict performance of any covenant or condition hereof, or to
exercise any option herein contained, shall not be construed as a waiver of such
covenant, condition or option in any other instance. This Lease cannot be
changed or terminated orally.
29. Marginal Notations. The marginal notations in this Lease are included
for convenience only and shall not be taken into consideration in any
construction or interpretation of this Lease or any of its provisions.
30. Notice. (a) Any notice by either party to the other shall be valid only
if in writing and shall be deemed to be duly given only if delivered personally
or sent by registered or certified mail addressed (i) if to Tenant, at the
Building, and (ii) if to Landlord's address set forth above, or at such other
address for either party as that party may designate by notice to the other;
notice shall be deemed given, if delivered personally, upon delivery thereof,
and if mailed, upon the mailing thereof.
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(b) Tenant hereby appoints as its agent to receive service of all
dispossessory or distraint proceedings, the person in charge of Premises at the
time or occupying Premises; and if there is no person in charge of occupying
same, then such services may be made by attachment thereof on the main entrance
to Premises.
31. Heirs and Assigns. The provisions of this Lease shall bind and endure
to the benefit of Landlord and Tenant, and their respective successors, heirs,
legal representatives and assigns; it being understood that the term "landlord",
as used in this Lease, means only the owner, or the mortgagor in possession or
the lessee for the time being of the land and Building of which Premises are a
part, so that in the event of any sale or sales of said property or of any lease
thereof, or if the mortgagee shall take possession thereof, the Landlord named
herein shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder accruing thereafter, and agreed to carry out
any and all covenants and obligations of Landlord hereunder during the period
such party has possession of the land and Building. Should the land and the
entire Building be severed as to ownership by sale and/or lease, then the owner
of the entire Building or lessee of the entire Building that has the right to
lease space in the Building to tenants shall be deemed "Landlord."
32. Entire Agreement. This Lease contains the entire agreement of the
parties hereto and no representations, inducements, promises or agreements, oral
or otherwise, between the parties not embodied herein, shall be of any force or
effect.
33. Attorney's Fees and Homestead. If any rent owing under this Lease is
collected by or through an attorney at law, Tenant agrees to pay fifteen per
cent (15%) thereof as attorney's fees. Tenant waives all homestead rights and
exemptions which he may have under any law as against any obligation owing under
this Lease. Tenant hereby assigns to Landlord his homestead and exemption.
34. The Parties. "Landlord" and "Tenant" and "Agent", and pronouns relating
thereto, as used herein, shall include male, female, singular and plural,
corporation, partnership or individual , as may fit the particular parties.
35. No Estate In Land. Tenant has only usufruct under this Agreement, not
subject to levy and sale; no estate shall pass out of Landlord.
36. Time of Essence. Time is of the essence of this Agreement.
37. Commission Agreement. Landlord and Tenant hereby acknowledge that a
Commission has been negotiated between Landlord and Agent on the Lease and that
the terms of said Commission are detailed in the Special Stipulations which are
attached herein.
38. Special Stipulations. Special Stipulations shall control if in conflict
with any of the foregoing provisions of this Lease.
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IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, in quadruplicate, the day and year first above written.
Signed, sealed and delivered UC TELEVISION NETWORK CORP.
in the presence of:**
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ (SEAL)
----------------------------- ------------------------------
Witness (Authorized Signature)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (SEAL)
----------------------------- ------------------------------
Notary Public (Authorized Signature)
Signed, sealed and delivered LANDLORD:
in the presence of:**
/s/ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ (SEAL)
----------------------------- ------------------------------
Witness By Landlord (or its authorized agent)
(SEAL)
----------------------------- ------------------------------
Notary Public By Landlord (or its authorized agent)
Signed, sealed and delivered AGENT:
in the presence of:**
/s/ ▇▇▇ ▇▇▇▇▇ (SEAL)
----------------------------- ------------------------------
Witness
-----------------------------
Notary Public
FOLLOWING THE EXECUTION, THE ORIGINAL AND ONE COPY HEREOF SHALL BE RETURNED TO
LANDLORD
NOTE: * If Tenant is a corporation, two authorized officers must execute this
Lease in their appropriate capacity for Tenant, affixing the Corporate Seal.
** Two witnesses are required, one of whom must be a Notary Public, who
must affix his notarial seal and stamp indicating the expiration of his
commission.
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RULES AND REGULATIONS
(which are referred to in the within Lease and made a part hereof)
1. The sidewalks, entry passages, corridors, halls, and stairways shall not be
obstructed by Tenant, or used by them for any purpose other then those of
ingress and egress.
2. The water closet and other water apparatus, shall not be used for any other
purpose than those for which they were constructed, and no sweepings,
rubbish, or other obstructing substances shall be thrown therein.
3. No advertisement or other notice shall be inscribed, painted or affixed on
any part of the outside or inside of the Building. Window shades, blinds or
curtains of a uniform color and pattern only, as specified by Landlord, shall
be used throughout the Building to give a uniform color exposure through
exterior windows. No awnings shall be placed on Building.
4. No tenant shall do or permit to be done in Building, or bring or keep
anything thereon, which shall in any way obstruct or interfere with the
rights of other tenants, or in any way injure or annoy them, or conflict with
the laws relating to fires, or with the regulations of the Fire Department,
or any part thereof, or conflict with any of the rules and ordinances of the
Board of Health. Tenants, their invitees and employees shall maintain order
in the Building, shall not make or permit any improper noise in Building or
interfere in any way with other tenants or those having business with them.
No rooms shall be occupied or used as sleeping or lodging apartments at any
time without permission of Landlord. No part of Building shall be used or in
any way appropriated for gambling, immoral or other unlawful practices. No
intoxicating liquor or liquors shall be sold in the Building by Tenant
without Landlord's permission.
5. Tenants shall not employ any persons other than the janitors of Landlord (who
will be provided with pass-keys into the offices) for the purpose of cleaning
or taking care of Premises.
6. No animals, birds, bicycles, or other vehicles shall be allowed into the
offices, halls, corridors, or elsewhere in the Building.
7. No painting shall be done, nor shall any alterations be made, to any part of
Building by putting up or changing any partitions, doors or windows, nor
shall there be any nailing, boring or screwing into the woodwork, ceiling,
floor or walls, nor shall any connections be made to the electric wire or gas
or electric fixtures, without the consent in writing on each occasion of
Landlord or its agent. All glass, locks and trimmings in or upon the doors
and windows of Building shall be kept whole, and when any part thereof shall
be broken, the same shall immediately be replaced and put in order under
direction and to the satisfaction of Landlord, or its agent, and shall be
left whole and in good repair. Tenant shall not deface Building, the
woodwork or the walls of the Premises.
8. No more than two keys or security cards for each office (or the equivalent of
one key for each approximately 400 square feet) will be furnished tenants
without charge. Tenants shall not, under any circumstances, have duplicate
keys made. No additional locks or latches shall be
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put upon any door without the written consent of Landlord. Tenants at the
termination of their Lease of the Premises shall return to Landlord all keys
and security cards to doors in Building.
9. Landlord in all cases retains power to prescribe the weight and position of
iron safes, files having excessive weight, or other heavy articles. Any
damage done to Building or to tenants or to other persons by taking a safe or
other heavy article in or out of Premises, for overloading a floor, or in any
other manner shall be paid for by Tenant causing such damage.
10. If tenants require wiring for a ▇▇▇▇ or security buzz system, such wiring
shall be done by electrician of Building only, and no outside wiring men
shall be allowed to do work of this kind unless by the written permission of
Landlord. If telegraphic or telephone services are desired, the wiring for
same shall be done as directed by the electrician of Building, or by some
employee of Landlord who may be instructed by the superintendent of Building
to supervise them, and no boring or cutting for wiring shall be done unless
approved by Landlord or its agents.
11. Parking facilities supplied by Landlord for Tenants shall be used for
vehicles that may occupy a standard parking area only (i.e. 8' x 15').
Moreover, the use of such parking facilities shall be limited to normal
business parking and shall not be used for a continuous parking of any
vehicle or trailer regardless of size.
12. Tenants shall use chair pads under all roller equipped chairs to protect
carpeting from undue wear and tear.
13. The Landlord shall not be responsible to any Tenant for the non-observance
or violations of any of these Rules and Regulations by any other tenants.
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EXHIBIT "B"
ATLANTA BOARD OF REALTORS BUILDING
SPECIAL STIPULATIONS
1. Paragraph 16 (Default Clause) of the Standard Office Building Lease is
deleted in its entirety and the following is substituted in lieu thereof:
16. Events of Default. The happening of any one or more of the
following events (hereinafter any one of which may be referred to as
an "Event of Default") during the term of this Lease, or any renewal
or extension thereof, shall constitute a breach of this Lease on the
part of the Tenant: (1) Tenant fails to pay the rental as provided for
herein; (2) Tenant abandons or vacates the Premises; (3) Tenant fails
to comply with or abide by and perform any other obligation imposed
upon Tenant under this Lease; (4) Tenant is adjudicated bankrupt; (5)
a permanent receiver is not removed within sixty (60) days after
written notice from Landlord to Tenant to obtain such removal; (6)
Tenant, either voluntarily or involuntarily, takes advantage of any
debtor relief proceedings for benefit of creditors; or (7) Tenant's
effects are levied upon or attached under process against Tenant,
which is not satisfied or dissolved within thirty (30) days after
written notice from Landlord to Tenant to obtain satisfaction thereof.
2. Paragraph 17 (Re-Letting by Landlord) of the Standard Office Building
Lease is deleted in its entirety and the following is substituted in lieu
thereof:
17. Remedies Upon Default. Upon the occurrence of any Event of
Default, Landlord may pursue any one or more of the following
remedies, separately or concurrently, without any notice (except as
specifically provided here) and without prejudice to any other remedy
herein provided or provided by law; (a) if the Event of Default
involves nonpayment of rental, and Tenant fails to cure such default
within three (3) days after receipt of written notice thereof from
Landlord, or if the Event of Default involves a default in performing
any of the terms of provisions of this Lease other than the payment or
rental, and Tenants fails to cure such default within thirty (3) days
after the receipt of written notice of default from Landlord, Landlord
may terminate this Lease by giving written notice to Tenant and, upon
such termination, shall be entitled to recover from the Tenant damages
in an amount equal to all rental which is then due and would otherwise
have become due throughout the remaining term of this Lease, or any
renewal or extension thereof (as if this Lease had not been
terminated); or (b) if the Event of Default involves any matter other
than those set forth in items (a) of this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may
terminate this Lease by giving written notice to Tenant, and upon such
termination, shall be entitled to recover from the Tenant damages in
an amount equal to all rental which is then due and which would
otherwise have become due throughout the remaining term of this Lease,
or any renewal or extension
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thereof (as if this Lease had not been terminated) or upon any Event
of Default Landlord may give to Tenant written notice of such default
and advise Tenant that unless such default is cured within ten days
after receipt of such notice, the entire amount of the rental for the
remainder of the term of this Lease, or any renewal or extension
thereof, shall immediately become due and payable upon the expiration
of the ten day period, and thereafter, unless all the terms and
provisions of this Lease are fully complied with by the Tenant with
said ten-day period, the entire amount of said rental thereupon become
immediately due and payable without further notice to Tenant; or (d)
upon any Event of Default, Landlord, as Tenant's agent, without
terminating this lease may enter upon and rent the Premises, in whole
or in part, at the best price obtainable by reasonable effort, without
advertisement and by private negotiations and for any term Landlord
deems proper, with Tenant being liable to Landlord for the deficiency,
if any, between Tenant's rent hereunder and the price obtained by
Landlord on reletting; provided, however, that Landlord, shall not be
considered to be under any duty by reason of this provision to take
any action to mitigate damages by reason of Tenant's default. Upon
such termination by Landlord, Tenant will at once surrender possession
of the Premises to Landlord and remove all of Tenant's effects
therefrom; and Landlord may forthwith reenter the Premises and
repossess itself thereof, using such force as may be necessary without
being guilty of trespass, forcible entry or detainer or other tort.
3. Paragraph 3 (Late Charges) of the Standard Office Building Lease is
deleted in its entirety and the following is substituted in lieu thereof:
4. Late Charges. Time is of the essence of this agreement and if
Landlord elects to accept rent after the tenth (10th) day of the
month, a late charge of five percent (5%) of the monthly rent will be
due as additional rent. Tenant agrees to tender all late rents to
management in the form of cashier's check, certified check, or money
order. In the event Tenant's rent check is dishonored by the bank,
Tenant agrees to pay Landlord $25.00 as a handling charge and, if
appropriate, the late charge. Returned checks must be redeemed by
cashier's check, certified check or money order. In the event more
than one check is returned, Tenant agrees to pay all future rents and
charges in the form of cashier's check, certified check or money
order. Any other amounts payable to Landlord under this lease with
the exception of rent, shall be considered past due 30 days from
Landlord's billing date and each subsequent month past due. (A
monthly rate of 5% is equivalent to an annual percentage rate of 60%.)
5. Lilly Realty Associates, Inc. is representing the Landlord in this
lease and shall be paid a commission by Landlord as follows:
-13-
AGENT'S COMMISSION. Landlord agrees to pay Lilly Realty Associates,
------------------
Inc., hereinafter called Agent, as compensation for services rendered
in procuring this lease, five percent (5%) of all rentals thereafter
paid by Tenant to Landlord. Landlord, with consent of Tenant, hereby
assigns to Agent the above described base rents hereunder. Landlord
agrees if this lease is extended, or if new lease is entered into
between Landlord and Tenant covering the premises, or any part
thereof, or if Tenant remains in leased premises as a tenant at will,
without a written lease, then in either of said events, Landlord in
consideration of Agent's having procured Tenant hereunder, agrees to
pay Agent five percent (5%) of all rentals paid to Landlord by Tenant
under such extension, new lease, or continuance. Agent agrees that,
in the event Landlord should sell the premises, and upon Landlord's
furnishing Agent with an agreement signed by the purchaser assuming
Landlord's obligations to Agent hereunder, Agent will release Landlord
named herein from any further obligations to Agent hereunder. Tenant
agrees that if this lease is validly assigned by him, Tenant will
secure from assignee an agreement in writing recognizing assignment
held by Agent, and agreeing to pay rental to Agent herein named during
period covered by this lease. Agent is a party to this contract
solely for the purpose of enforcing his rights under this paragraph
and it is understood by all parties hereto that Agent is acting solely
in the capacity as Agent for Landlord, to whom Tenant must look as
regards all covenants, agreements and warranties herein contained, and
that Agent shall never be liable to Tenant in regard to any matter
which may arise by virtue of this lease. Any voluntary cancellation
of this lease shall not nullify Agent's right to collect the
commission due for the remaining term hereof.
6. The Floor Plan, marked Exhibit "A", shows that the area in Suites 255,
265 and 275 is 3,616 rentable square feet. Both parties acknowledge that the
actual rentable square feet shall be defined as the actual usable square feet
using the BOMA standard of measurements times a common area factor of 1.15, and
that the actual usable square feet shall be approximately 3,144 usable square
feet.
7. The cost to Tenant for extra hours HVAC shall be $10/hour per
thermostat.
8. As to certain existing Tenant improvements, the terms and conditions of
that certain letter dated October 12, 1993, shall remain in full force and
effect and Tenant shall be entitled to keep the items set forth in said letter,
except for the double entrance doors, which shall remain at the Premises.
9. The Lease shall supersede and replace all prior leases between Tenant
and Landlord.
10. Landlord shall provide up to $4.00 per usable square feet ($12,576.00)
as tenant allowance for improving the premises. Tenant desires to have a rest
room constructed in existing right front office in Suite 275 and a doorway
connecting between Suite 265 and 275. All tenant
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improvements shall be approved and supervised by Landlord and the cost for any
tenant improvements which exceed the said tenant finish allowance shall be paid
for by tenant by monthly payments to the Landlord calculated by taking the
excess of the total tenant improvement costs and subtracting the said tenant
improvement allowances, then amortizing that difference over the remaining term
of the lease (to the nearest month) at an annual percentage rate of 10% per
annum in equal monthly payments which shall be due and payable on the first day
of each month during the remaining lease term.
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ATLANTA REALTORS CENTER ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
ATLANTA, GEORGIA
STATE OF GEORGIA
COUNTY OF ▇▇▇▇▇▇
LEASE ADDENDUM
--------------
WHEREAS THE ATLANTA BOARD OF REALTORS EDUCATIONAL FOUNDATION, INC. jointly and
severally, first party (hereinafter called "Landlord"); and UC TELEVISION
NETWORK CORP., jointly and severally, second party, (hereinafter called
"Tenant") entered into a lease agreement dated the 13th day of June, 1997,
covering a certain area located in the Atlanta REALTORS Center ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Building located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ known as
Suite 255, 265 and 275, to which lease agreement reference is hereby made as
though the same were a part hereof; and
WHEREAS, the parties hereto desire to change the said lease, effective November
1, 1997 in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged the parties hereto agree as follows:
1. PARAGRAPH 1 (PREMISES AND TERM) shall be amended as follows:
The second line of Paragraph 1 that reads "being approximately 3,616
rentable square feet located in 255, 265 and 275" shall be changed to read
"being approximately 4,656 rentable square feet located in Suites 255, 265, 275
----- --------------------
and 295 ..."
-------
2. PARAGRAPH 2 (RENTAL AND COVENANTS TO PAY RENT) shall be amended as
follows:
The first sentence that reads "...annual rental rate of $61,465.20 per
year (herein called "Base Rental"), payable in equal monthly installments of
$5,122.10 ..." shall be amended to read "...annual rental rate of 79,162.20 per
---------
year (herein called "Base Rental", payable in equal monthly installments of
$6,596.85 ...".
---------
3. The intent of this Amendment is to add Suite 295 to the existing lease
and incorporate that area in Suite 295 and the rental rate for the area into one
inclusive lease. Exhibit "A-1" of this amendment is the floor plan of Suite 295
and is attached hereto and made a part hereof.
4. Paragraph 6 of Exhibit "B" Special Stipulations of the lease shall be
deleted in its entirety and the following added in its place:
The Floor Plans, marked Exhibit "A" and "A-1" show that the area in Suite
255, 265, 275 and 295 is 4,656 rentable square feet. Both parties acknowledge
that the actual rentable square feet shall be defined as the actual usable
square feet using the BOMA standard of measurements
-16-
times a common area factor of 1.15, and that the actual usable square feet shall
be approximately 4,049 usable square feet.
5. All other terms and conditions of the aforesaid lease shall remain
unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on
this 31st day of October, 1997.
TENANT
ATTEST UC TELEVISION NETWORK CORP.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------- -----------------------------
Witness Its Chief Executive Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Notary Public
LANDLORD
The Atlanta Board of REALTORS
Educational Foundation, Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇.▇. ▇▇▇▇▇▇▇ ▇▇
---------------------------- -----------------------------
Witness Executive Vice President
/s/ ▇▇▇▇▇▇ Body
----------------------------
Notary Public
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