THIS LEASE AGREEMENT (this “Lease”) is made and entered into this 31st day of March, 2023, by and between AAA, LLC (“Landlord”), and BBB, LLC. (“Tenant”).
1. SUMMARY OF BASIC LEASE PROVISIONS.
The following Summary of Basic Lease Provisions (the “Summary”) is hereby incorporated into and made a part of this Lease. Each reference in this Lease to any term of this Summary shall have the meaning set forth in this Summary for such term.
A. Premises: The Premises are deemed to include approximately 1,375 leasable square feet of area as more particularly shown and outlined on the space plans attached hereto as Exhibit “A”, and made a part hereof, designated as Suite 63 in the development known as North Point Park, located at 5755 North Point Parkway, Alpharetta, Georgia 30022.
B. Initial Term: Three (3) years and Fifteen (15) days.
C. Commencement Date: The earliest of (i) the date Tenant occupies the Premises or any portion thereof for the conduct of Tenant’s business, (ii) the date on which Landlord delivers possession of the Premises to Tenant in accordance with Section 4 below, which date is estimated to be Apr 16, 2023, or (iii) the date Landlord would have delivered possession of the Premises to Tenant in accordance with Section 4 in the absence of delays caused by Tenant (the “Commencement Date”).
D. Rent Schedule.
Period Monthly Base Rent + Cam Fee
Apr 16, 2023 – Apr 30, 2023 $1,325.00 + $75.00
May 01,2023 – Apr 31, 2024 $2,650.00 + $150.00
May 01,2024 – Apr 31, 2025 $2,800.00 + $150.00
May 01,2025 – Apr 31, 2026 $2,950.00 + $150.00
E. Prepaid Rent: $0.00
F. Security Deposit: $5500.00 to be paid with lease and held by Landlord
G. Base Year: 2023
2. PREMISES AND TERM.
Landlord hereby rents and leases to Tenant, and Tenant hereby rents and leases from Landlord, the Premises. The term of this Lease (the “Term”) shall commence on the Commencement Date and end at midnight on the last day of May 31, 2026, unless sooner terminated or extended pursuant to the terms of this Lease.
3. RENT.
(a) Base Rent. Tenant shall pay to Landlord in accordance with the instructions below, or at such other place as Landlord may specify, without notice, demand, deduction or setoff, a monthly rental for each month of the Term in the amounts set forth in Section 1.D. above (the “Base Rent”). Base Rent shall be due and payable in advance on the first (1st) day of each calendar month during the Term commencing on the Commencement Date. Upon the execution of this Lease, Tenant shall pay Landlord the Prepaid Rent set forth in Section 1.E. above, which Prepaid Rent shall be applied to Base Rent coming due and payable under this Lease.
If to be delivered by United States
Postage Service or overnight delivery make payable to Virtue Investment Group, LLC. and send to the following address: Virtue Investment Group, LLC 5755 North Point Parkway, Suite 262 Alpharetta, GA 30022
(b) Operating Costs. The term “Operating Costs” shall include the estimated Condo fee of $1.50 psf, Fulton County and City of Alpharetta Real Property Tax and without limitation, all taxes assessed against the Property. The base year operating expenses under this Lease are for the year 2023 and are included in the base rate.
4. DELIVERY OF THE PREMISES.
Tenant accepts the Premises in its “AS IS, WHERE IS” condition, “WITH ALL FAULTS,” and without any warranties or representations whatsoever (express or implied) and Landlord shall have no obligation to perform any improvements to the Premises or to provide any allowance, except as provided in special stipulations, in connection therewith. The taking of possession of any portion of the Premises by Tenant shall be conclusive evidence that Tenant has inspected the Premises and accepts the same “as is” and that the Premises and the Project are in good and satisfactory condition for Tenant’s use. Upon delivery of possession of the Premises by Landlord, Tenant shall at Landlord’s request, execute and deliver an agreement confirming the Commencement Date and Tenant’s acceptance of the Premises.
5. USE.
Tenant shall use the Premises only for professional office purposes and for no other use. The Premises shall not be used for any illegal purposes; to create any nuisance or trespass or impair the reputation of the property; or to vitiate the insurance or increase the rate of insurance on the Premises. Tenant shall not allow the storage, use, release or
disposal of any hazardous materials in any manner not sanctioned by law and by the highest standards prevailing in the industry. Tenant shall comply with any and all state and federal laws, rules, codes and ordinances and the rules and regulations of Landlord (the “Rules”) set forth in Exhibit “C” attached hereto. No sign shall be erected, placed or painted in or about the Premises or the Project except those signs approved by Landlord in writing.
6. CARE OF THE PREMISES.
(a) Landlord’s Repairs. Landlord shall maintain and repair the roof, foundation, floors and exterior walls and glass of the Building. Tenant shall reimburse Landlord for the repair of any damage caused by Tenant, or Tenant’s employees, agents, contractors, invitees or licensees. Notwithstanding any other provisions herein, Landlord shall not be liable to Tenant for any damage caused by plumbing, electrical, gas, water, steam or other utility pipes, systems or facilities or by the bursting, stopping, leaking or running of any tank, sprinkler, washstand, water closet or pipes in or about the Premises, the Building or the Project; nor for any damage occasioned by water being upon or coming through or around the roof or any flashing, window, skylight, vent, door, or the like unless directly resulting from Landlord’s act or willful neglect after reasonable notice; nor for any damage arising out of any acts or neglect of co-tenants, other occupants of the Building or the Project, occupants of adjacent property or the public.
(b) Tenant’s Repairs and Responsibilities. Tenant shall, at its sole cost and expense, maintain the Premises in good order, condition and repair, including to but not limited to HVAC maintenance, interior light bulbs, ballasts, plumbing clogs, and appliances. HVAC repairs shall be limited to $250.00 per occurrence and limited to two occurrences per year. Landlord shall be responsible for HVAC expenses above these limits. If Tenant does not make repairs promptly and adequately, Landlord may, but need not, make repairs, and Tenant shall promptly pay the cost thereof as Additional Rent. It is Tenants responsibility to maintain interior temperature range between 55 and 80 degrees Fahrenheit at all times.
(c) Alterations. Tenant will not, without Landlord’s prior written consent (which consent may be withheld for any reason whatsoever in Landlord’s sole and absolute discretion), make alterations or improvements in or about the Premises. All alterations or improvements shall become the property of Landlord at the expiration or earlier termination of this Lease, unless Landlord elects to require Tenant, at Tenant’s expense, to remove any alterations or improvements made to the Premises by Tenant.
(d) Expiration of Term. Upon the expiration or other termination of the Term, Tenant shall quit and surrender to Landlord the Premises, broom clean, in good order and condition as provided in this Lease, ordinary wear and tear excepted, and Tenant shall remove all of its property. All property of Tenant remaining in the Premises after the expiration or termination of this Lease shall be conclusively deemed to be abandoned and shall at the election of Landlord become the property of Landlord, and Landlord may dispose of such property as Landlord desires without liability to Tenant. Tenant shall reimburse Landlord for the cost of removing, storing and disposing of such property.
(e) Liens. Tenant shall within ten (10) days of Tenant’s notice of the filing, promptly remove any lien or claim of lien for material or labor claimed against the Premises, the Building or Project, or both, if such claim should arise as a result of the acts or omissions of Tenant, and Tenant shall and does hereby indemnify and hold harmless Landlord from and against any and all claims, loss, cost, damage, expense or liabilities including, but not limited to, reasonable attorney’s fees, incurred by Landlord, as a result of or in any way related to such claims or such liens.
(f) Personal Property at Risk. All personal property brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant. Landlord shall not be liable for theft thereof or of money deposited therein or for any damages thereto, such theft or damage being the sole responsibility of Tenant.
7. SERVICES.
Landlord shall provide water/sewer, and waste disposal in the provided dumpster. Note: Medical waste not allowed. Tenant must arrange for the removal and disposal of all medical waste. Tenant shall be responsible for all other services and utilities
8. INSPECTIONS.
Landlord, its agents, employees, contractors and subcontractors may enter the Premises at reasonable hours (or at any time in the event of an emergency) inspect the Premises; make repairs or alterations to the Premises, adjoining space in the Project or systems serving the Project; and to perform any and all of Landlord’s obligations under this Lease, or any other lease. All entries shall, where possible, be performed at such times and in such fashion so as not to unreasonably interfere with the conduct and operation of Tenant’s business.
9. DEFAULT BY TENANT; LANDLORD’S REMEDIES.
(a) Event of Default. The occurrence of any of the following shall constitute an Event of Default hereunder by Tenant:
(i) The Rent or any other sum of money due of Tenant hereunder is not paid when due;
(ii) Tenant fails to bond off or otherwise remove or discharge in a manner acceptable to Landlord any lien filed against the Premises or the Project by reason of Tenant’s actions within ten (10) days after Tenant’s receipt of the notice of the filing of such lien;
(iii) Tenant or any guarantor of this Lease shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file or have filed against it a petition in bankruptcy.
(iv) Tenant fails to comply with any other provision hereof and persists in such failure for more than ten (10) days after Tenant’s receipt of written notice of such failure from Landlord.
(v) If an Event of Default occurs more than two (2) times within any period of twelve (12) months during the Term of this Lease, then, notwithstanding that each such event of default shall have been cured, any further default shall be deemed an Event of Default for which no notice or cure period shall apply.
(b) Remedies. Upon the occurrence of an Event of Default, Landlord shall have the option to do and perform any one or more of the following:
(i) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. Upon any such termination, Tenant shall remain liable to Landlord for damages, due and payable monthly on the day Rent would have been payable hereunder, in an amount equal to the Rent and any other amounts which would have been owing by Tenant for the balance of the Term, had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord, plus the aggregate amount of all of Landlord’s costs and expenses (including, without limitation, advertising expenses and professional fees) incurred in connection with the termination of this Lease, the eviction of Tenant and such reletting;
(ii) Terminate Tenant’s right of possession of the Premises without terminating this Lease and enter upon and take possession of the Premises, change the locks and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof, by entry, dispossessory suit or otherwise, without thereby releasing Tenant from any liability hereunder and without being liable for any claim for trespass or damages therefor. In such event Tenant shall remain liable for the payment of all Rent accruing after Tenant’s right to possession is terminated. Landlord may elect to re-let the Premises on terms and conditions satisfactory to Landlord in Landlord’s sole discretion, but Landlord shall have no obligation to do so;
(iii) As agent of Tenant, do whatever Tenant is obligated to do by the provisions of this Lease, including, but not limited to, entering the Premises, without being liable to prosecution or any claims for damages, in order to accomplish this purpose. Tenant agrees to reimburse Landlord immediately upon demand for any expenses which Landlord may incur in thus effecting compliance with this Lease on behalf of Tenant, and
Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise;
(iv) Declare the entire amount of Rent and any other sums which would have become due and payable during the remainder of the Term to be due and payable immediately without notice to Tenant, and thereafter Landlord may terminate this Lease and recover from Tenant, not as a penalty but as full liquidated damages, an amount equal to (a) the amounts due and owing prior to such termination, plus (b) the cost of recovering the Premises, plus (c) reasonable attorney’s fees and costs, plus (d) a sum which, as of the date of termination, equals the present value [discounted at ten percent (10%) per annum] of (i) the Base Rent, Additional Rent and all other sums which would have been due from Tenant for the remainder of the Term (including any renewal term, if the Term has been extended), less (ii) the aggregate reasonable rental value of the Premises for the same period as determined by Landlord, accounting for the cost, time and other factors necessary to relet the Premises, plus (e) an amount equal to the balance that would still be owing to Landlord after the date of such termination if the sum of concessions made available to Tenant (including without limitation, tenant improvement allowances and brokerage commissions paid by Landlord) had been treated as a loan from Landlord to Tenant accruing interest at the rate of eight percent (8%) per annum, repayable over the original Term, which aggregate amount shall be immediately due and payable; provided, however, if Landlord elects to pursue this remedy, Landlord shall not thereafter pursue any of the other remedies set forth in this Section to collect Base Rent and Additional Rent due from Tenant. The foregoing limitation of remedies is without prejudice to Landlord’s right to enforce Tenant’s indemnity obligation with respect to claims, damages and liabilities (other than Rent) arising from Tenant’s occupancy of the Premises. Landlord and Tenant agree that such amounts constitute a good faith reasonable estimate of the damages which might be suffered by Landlord upon the occurrence of an Event of Default and that it is impossible to estimate more precisely such damages.
(v) Pursue any other right available to Landlord at law or in equity.
(c) Remedies Cumulative. Except as otherwise provided herein, all rights and remedies of Landlord created or otherwise existing at law or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to exercise any other.
(d) No Waiver. Failure of Landlord to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, in law or in equity. Any waiver of or redress of or any violation of any covenant or condition contained in this Lease or any of the Rules now or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of Rent with knowledge of the breach of any covenant in this Lease shall not be deemed a waiver of such breach or be held to waive, affect, change, modify or alter the rights or remedies which Landlord has in equity or at law by virtue of this Lease.
(e) Demand Waived. Except as expressly provided in this Lease, Tenant waives any and every form of demand and notice prescribed by statute or other law, including without limitation the notice of any election of remedies made by Landlord under this Section, demand for payment of any rent, or demand for possession.
10. DESTRUCTION OR DAMAGE TO PREMISES.
If the Premises, the Building or the Project are totally destroyed (or damaged so substantially that such damage cannot be repaired within ninety (90) days in the determination of Landlord’s architect or engineer) by storm, fire, earthquake or other casualty, Landlord shall have the option to (i) terminate this Lease as of the date of the occurrence of the casualty by giving written notice to Tenant within ninety (90) days from the date of such casualty; or (ii) commence the restoration of the Premises to a tenantable condition within thirty (30) days from the date of receipt by Landlord of all of the insurance proceeds paid with respect to such casualty, and proceed with due diligence to complete said restoration of the Premises; provided, however, that Landlord shall not be obligated to (iii) expend
for such repair an amount in excess of the net insurance proceeds actually received as a result of such casualty, or (iv) repair or replace any alteration or improvement made by or for the Tenant or any of Tenant’s trade fixtures, furniture, equipment or other property. If such damage or destruction occurs within one (1) year of the expiration of the Term, either party may, at its option on written notice to the other party within thirty (30) days of such destruction or damage, terminate this Lease as of the date of such destruction or damage.
11. CONDEMNATION.
If all or a part of the Premises is taken by virtue of eminent domain or other similar proceeding, or are conveyed in lieu of such taking, this Lease shall expire on the date when title or right of possession shall vest, and any Rent paid for any period beyond said date shall be repaid to Tenant. If all or a part of the Project other than the Premises is taken by virtue of eminent domain or other similar proceeding, or is conveyed in lieu of such taking, such that the remaining part of the Project shall be substantially and adversely affected thereby, then Landlord, in its sole discretion, may terminate, this Lease. If there is a partial taking where this Lease is not terminated, the Rent shall be adjusted in proportion to the rentable square footage of the Premises taken, as determined by the Landlord’s architect or engineer. In any event, Landlord shall be entitled to, and Tenant shall not have any right to claim, any award made in any condemnation proceeding, action or ruling relating to the Project or the Land.
12. INDEMNIFICATION AND HOLD HARMLESS.
Tenant hereby indemnifies and holds harmless Landlord from and against any injury, expense, damage, liability or claim, whether due to damage to the Premises, claims for injuries to the person or property of any other tenant of the Project or of any other person in or about the Project or the Property for any purpose whatsoever, or administrative or criminal action by a governmental authority, if such injury, expense, damage, liability or claim results directly or indirectly from the act, omission, negligence, misconduct or breach of this Lease by Tenant, the agents, servants, or employees of Tenant, or any other person entering in the Project or upon the Premises under the express or implied invitation or consent of Tenant. Tenant further agrees to reimburse Landlord for any costs or expenses, including, but not limited to court costs and reasonable attorneys’ fees, which Landlord may incur in investigating, handling or litigating any such claim or any action by a governmental authority. Tenant shall report in writing to Landlord any defective condition in or about the Premises known to Tenant, and further agrees to attempt to contact Landlord immediately in such instance. The provisions of this Section shall survive the expiration or earlier termination of this Lease.
13. TENANT’S INSURANCE.
(a) Tenant, at its sole cost and expense, shall, commencing on the date Tenant is given access to the Premises for any purpose, and during the entire Term hereof, procure, pay for and keep in full force and effect:
(i) Commercial General Liability insurance on an occurrence basis with respect to the Premises and the operations on or on behalf of Tenant, in, on or about the Premises, including but not limited to personal injury, product liability (if applicable), blanket contractual, special form property damage liability coverage, liquor liability (if applicable), with minimum of $1,000,000 combined single limit for bodily injury and property damage per occurrence, and a $1,000,000 aggregate, with annual deductibles not to exceed $10,000, or such other, higher limits as Landlord may reasonably require during the term hereof. Such insurance shall name Landlord as an additional insured and shall be primary over any insurance carried by Landlord.
(ii) Workers’ Compensation coverage as required by law, including United States Longshoremen and Harborworkers Act (if applicable) and the Jones Act (if applicable), together with Employers Liability coverage with a limit of not less than $500,000.
(iii) Tenant shall be completely responsible for insuring it’s business personal property against all perils at it’s own discretion.
(iv) All insurance required hereunder shall be with companies rated A-X or better in the most recent edition of Best’s Insurance Guide and licensed in Georgia to provide the relevant insurance. Tenant shall deliver to Landlord at least fifteen (15) days prior to the time when such insurance is required to be carried by Tenant, and thereafter at least thirty (30) days prior to the expiration or renewal date of any policy maintained by Tenant, copies of the policies or endorsements evidencing such insurance. Each such policy shall contain an unqualified thirty (30) day notice to Landlord of cancellation, non-renewal or material amendment thereof.
(b) Tenant shall have included in all policies of insurance respectively obtained by it with respect to the Project or Premises a waiver by the insurer of all right of subrogation against Landlord for any loss or damage thereby insured against, and Landlord shall have included in all property insurance policies required to be maintained by Landlord under this Lease a waiver by the insurer of all right of subrogation against the Tenant for any loss or damage thereby insured against. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that would be insured against under the terms of any property insurance required to be carried hereunder. The foregoing waiver shall apply regardless of the cause or origin of the claim, including but not limited to the negligence of a party or that party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant.
14. ASSIGNMENT AND SUBLETTING.
Tenant shall not sublet any part of the Premises, nor assign this Lease or any interest herein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant agrees to pay Landlord $200.00 processing fee for the review of any proposed assignment or sublease, and, within ten (10) days after written demand, the amount of Landlord’s actual attorneys’ fees incurred as a result of the proposed assignment or sublease, each as Additional Rent. In addition, if the aggregate consideration paid to Tenant for an assignment or subletting exceeds that payable by Tenant under this Lease (prorated according to the transferred interest), Tenant shall pay Landlord fifty percent (50%) of such excess (after deducting therefrom reasonable leasing commissions and reasonable costs of tenant improvements paid to unaffiliated third parties in connection with the assignment or subletting, with proof of same provided to Landlord). Tenant shall pay Landlord for Landlord’s share of any such excess within thirty (30) days after Tenant’s receipt of such excess consideration. The sale or transfer of Tenant’s voting stock (if a corporation) or a partnership interest (if a partnership) or member interest (if a limited liability company) in Tenant resulting in the transfer of control of a majority of such stock or interest, or the occupancy of the Premises by any successor firm of Tenant or by any firm into which or with which Tenant may become merged or consolidated shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. In no event shall Tenant be released from its obligations hereunder as a result of any assignment of this Lease.
15. SUBORDINATION.
This Lease shall be subject and subordinate to any deeds to secure debt or underlying lease that may now or hereafter affect this Lease or the Property. Tenant shall, at Landlord’s request, execute and deliver such further instruments as may be desired by the holder of any deed to secure debt (a “Mortgagee”) or by any lessor under any underlying lease. Notwithstanding the foregoing, Landlord or such Mortgagee shall have the right to subordinate, in whole or in part, any such underlying lease or deed to secure debt to this Lease. In the event of exercise of the power of sale or conveyance in lieu of foreclosure under any deed to secure debt, Tenant shall at the option of the purchaser at such foreclosure or other sale, attorn to and recognize such purchaser as Landlord under this Lease. No such purchaser shall be (i) liable for any act or omission of the prior Landlord; (ii) subject to any offsets or defenses which Tenant might have against the prior Landlord; (iii) bound by any Rent or security deposit which Tenant might have paid in advance to the prior Landlord; (iv) obligated to cure any default of any prior Landlord under this Lease that occurred prior to the time that such purchaser succeeded to the interest of Landlord in the Property; or (v) bound by any amendment or modification of this Lease made without the prior written consent of such purchaser. If there is a default by Landlord under this Lease, Tenant covenants to give notice by registered mail to, in addition to Landlord, any grantee of a deed
to secure debt encumbering the Premises whose address shall have been furnished to Tenant, and such grantee shall have a reasonable opportunity to cure the default.
16. CONTROL OF COMMON AREAS AND PARKING FACILITIES.
Landlord hereby grants to Tenant a non-exclusive license to use the parking, sidewalks, and other common areas of the North Point Park. Tenant will not obstruct in any manner any portion of the Common Areas and will not use the Common Areas in any manner, directly or indirectly, for the location or display of any property belonging to Tenant or appertaining to, directly or indirectly, the operation by Tenant of the store in the Premises. Landlord shall have the unrestricted right to construct additional improvements in the Office Park or increase, reduce, eliminate, relocate or change the size, dimensions, design or location of any or all common areas, buildings, or other improvements in the Office Park from time to time and in any manner Landlord deems appropriate. Tenant agrees that its use of the Common Areas, including its parking by Tenant and its employees, will be in accordance with such rules and regulations as may be promulgated by Landlord from time to time.
17. MISCELLANEOUS.
(a) Security Deposit. There is a $5,500.00 security deposit under this lease which shall be held by Landlord. However, Tenant shall be responsible for any damage caused by Tenant, beyond reasonable wear and tear, and shall pay such cost or make such repairs to Landlord’s satisfaction upon demand by Landlord upon vacating the Premises. The security deposit shall be refunded within 30 days after Tenant vacates the Premises and makes all necessary repairs.
(b) Brokerage. Landlord’s Broker and Tenant’s Broker, if any, are to be paid a commission by Landlord. Tenant warrants that there are no other claims for broker’s commissions or finder’s fees in connection with its execution of this Lease. Landlord and Tenant hereby indemnify and hold the other harmless from and against all claims, loss, cost, damage or expense, including, but not limited to, actual, reasonable attorney’s fees, incurred by the other as a result of a claim of any real estate agent or broker, if made by, through or under the indemnifying party relative to this Lease. The indemnities provided in this subsection (b) shall survive the expiration or sooner termination of this Lease.
(c) Holding Over. If Tenant remains in possession of the Premises after expiration of the Term, or after any termination of this Lease by Landlord without any written agreement between the parties, Tenant shall be a tenant at sufferance and such tenancy shall be subject to all the provisions hereof, except that the Base Rent for said holdover period shall be 150% the amount of Rent due in the last month of the Term. Nothing in this Section shall be construed as consent by Landlord to the possession of the Premises by Tenant after the expiration of the Term or any termination of this Lease by Landlord. This subsection (d) shall survive the expiration of or sooner termination of this Lease.
(d) Estoppel Certificate. Tenant shall, within ten (10) days after receipt of request from Landlord, execute, acknowledge and deliver to Landlord an estoppel certificate in such form as Landlord requires, evidencing whether or not this Lease is in full force and effect, there are any existing defaults on the part of Landlord hereunder, and any such other information reasonably requested by Landlord. Each certificate delivered pursuant to this Section may be relied on by Landlord, any prospective purchaser or transferee of Landlord’s interest hereunder, or any Mortgagee or prospective Mortgagee. Tenant irrevocably appoints Landlord as its attorney-in-fact, coupled with an interest, to execute and deliver, for and in the name of Tenant, any document or instrument provided for in this Section, if Tenant fails to provide same in a timely manner.
(e) Financial Statements. Upon Landlord’s written request therefor, Tenant shall promptly furnish to Landlord a financial statement with respect to Tenant for its most recent fiscal year prepared in accordance with generally accepted accounting principles and certified to be true and correct by Tenant, which statement Landlord agrees to keep confidential.
(f) Notices. 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, sent by a nationally-recognized overnight courier providing a written receipt of delivery, or sent by certified mail return receipt requested, addressed as set forth in Section 1 above or at
such other address for either party as that party may designate by notice in writing to the other. Notice shall be deemed given, upon receipt or rejection, and, if delivered personally, upon delivery thereof. Tenant hereby appoints as an agent of Tenant to receive the service of all dispossessory or distraint proceedings and notices thereunder the person in charge of or occupying the Premises at the time, and, if no person shall be in charge of or occupying the same, then such service may be made by attaching the same on the main entrance of the Premises. Notices given hereunder by any party may be given by counsel for such party.
(g) Force Majeure. Notwithstanding any provision in this Lease to the contrary, Landlord shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of the terms, covenants, and conditions of this Lease when prevented from so doing by causes beyond Landlord’s control, which shall include, but not be limited to, all labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain any material or services, or acts of God.
(h) Quiet Enjoyment. So long as Tenant is in full compliance with the terms and conditions of this Lease, Landlord shall warrant and defend Tenant in the quiet enjoyment and possession of the Premises during the Term against any and all claims made by, through or under Landlord, subject to the terms of this Lease.
(i) Late Payments. All Rent and other amounts of money payable by Tenant to Landlord under this Lease, if not paid when due, shall be subject to a late fee of five percent (5%) of the amount past due (which late fee represents an agreed upon charge for the administrative expense suffered by Landlord as the result of such late payment and not payment for the use of money) and shall bear simple interest from the due date until paid at a rate equal to the lesser of (i) eighteen percent (18%) or (ii) the highest rate of interest permitted by law, and Tenant agrees to pay said late fee and interest immediately and without demand.
(j) EXCULPATION OF LANDLORD. NOTWITHSTANDING ANY PROVISION IN THIS LEASE TO THE CONTRARY, LANDLORD AND LANDLORD’S MANAGING AGENT’S LIABILITY WITH RESPECT TO OR ARISING FROM OR IN CONNECTION WITH THIS LEASE SHALL BE LIMITED SOLELY TO LANDLORD’S EQUITY INTEREST IN THE PREMISES. TENANT SHALL LOOK SOLELY TO THE EQUITY OF THE LANDLORD IN THE PREMISES FOR THE SATISFACTION OF ANY MONEY JUDGMENT TO TENANT. NEITHER LANDLORD, ANY OF THE PARTNERS OF LANDLORD, ANY MEMBER, MANAGER, OFFICER, DIRECTOR, PRINCIPAL, TRUSTEE, POLICYHOLDER, SHAREHOLDER, ATTORNEY NOR EMPLOYEE OF LANDLORD OR ITS MANAGING AGENT SHALL HAVE ANY PERSONAL LIABILITY WHATSOEVER WITH RESPECT TO THIS LEASE. TENANT HEREBY WAIVES ALL CLAIMS AGAINST LANDLORD AND ALL THE LANDLORD PARTIES HEREIN DESCRIBED FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ALLEGEDLY SUFFERED BY ANY TENANT, INCLUDING LOST PROFITS AND BUSINESS INTERRUPTION. SUCH EXCULPATION OF LIABILITY AND WAIVER SHALL BE ABSOLUTE AND WITHOUT EXCEPTION WHATSOEVER AND SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS LEASE.
(k) No Smoking. Tenant acknowledges that “smoking” is prohibited in all areas of the Premises and the Project (including common areas and all grounds) except in areas, if any, outside the Building that are designated by Landlord as “Designated Smoking Areas”.
(l) Guaranty – N/A
(m) Successors and Assigns. The provisions of this Lease shall bind and inure to the benefit of Landlord and Tenant, and their respective successors, heirs, legal representatives and permitted assigns, it being understood that the term “Landlord” as used in this Lease means only the owner (or the ground lessee) for the time being of the Building of which the Premises are a part, so that in the event of any sale or sales of said Building (or of any lease thereof), Landlord named herein shall be and hereby is entirely released of all covenants and obligations of Landlord hereunder accruing thereafter.
(n) Attorney’s Fees. In the event of any lawsuit or court action between Landlord and Tenant arising out of or under this Lease or the terms and conditions stated herein, the prevailing party in such law suit or court action
shall be entitled to and shall collect from the non-prevailing party the reasonable attorney’s fees and court costs actually incurred by the prevailing party with respect to said lawsuit or court action.
(o) Time of Essence. Time is of the essence of all the terms, provisions, covenants, and conditions of this Lease.
(p) No Estate in Land; No Recording. Tenant has only a usufruct under this Lease, not subject to levy or sale. No estate shall pass out of Landlord by this Lease. Without the prior written consent of Landlord, neither this Lease nor any memorandum hereof shall be recorded or placed on public record.
(q) No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent then due shall be deemed to be other than on account of the earliest stipulated Rent or other sums then due and payable under this Lease; nor shall any endorsement or statements on any check or any letter or other writing accompanying any check or payment be deemed an accord and satisfaction.
(r) Severability. If any clause or provision of this Lease shall be deemed illegal, invalid, or unenforceable, the remainder of this Lease shall not be affected by such illegality, invalidity or unenforceability, and in lieu of each illegal, invalid or unenforceable clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
(s) Interpretation. Should any provisions of this Lease require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms of any such provision shall be more strictly construed against one party or the other by reason of the rule of construction that a document is to be construed most strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties hereto have participated in the preparation of this Lease.
(t) Counterparts. Any number of counterparts of this Lease may be executed, and each such counterpart shall be deemed to be an original instrument.
(u) Applicable Law. This Lease has been made under and shall be construed, interpreted and enforced under and in accordance with the laws of the State of Georgia.
(v) Authority. Each party executing this Lease on behalf of Landlord and Tenant represents that he or she is duly authorized to execute this Lease on behalf of Landlord or Tenant, as the case may be, and that the execution and delivery of this Lease has been authorized by all necessary corporate or partnership action.
(w) Special Stipulations. Tenant is free to move to the landlord new location without any penalty from 5755 North Point Parkway, Suite 63, Alpharetta, GA 30022 to new location at 3265 North Point Parkway, Suite 202 Alpharetta, GA 30005.Tenant have an option to terminate the lease without any penalty 2 times during the lease term by giving 60 day prior notice, 1st time frame is between Aug-01-2024 to Aug-30-2024 and 2nd window time is Fer-01-2026 to Feb-28-2026 if not the lease term will continue as per the agreement
(x) 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 and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed under seal on the day and year first above written.
EXHIBIT “C”
RULES AND REGULATIONS
1. The sidewalks, entry passages, corridors, halls, and stairways shall not be obstructed by tenants, or used by them for any purpose other than those of ingress and egress.
2. Tenant shall not allow employees and visitors to smoke inside the premises or to throw cigarette butts on the grounds. All such smoking materials shall be disposed in proper containers.
3. 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.
4. No advertisement or other notice shall be inscribed, painted or affixed on any part of the outside 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.
5. No tenant shall do or permit to be done in the 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 the 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 the 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.
6. No animals, birds, bicycles, or other vehicles shall be allowed into the offices, halls, corridors, or elsewhere in the Building.
7. All glass, locks and trimmings in or upon the doors and windows of the 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 broker, and shall be left whole and in good repair. Tenants shall not deface the Building, the woodwork or the walls of the Premises.
8. No additional locks or latches shall be 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 the 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. Parking facilities supplied by Landlord for Tenants shall be used for vehicles that may occupy a standard parking area only. 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. The overall parking allocation is one space for each 285 square feet of office space leased. Tenant agrees not to allow overuse of parking.
11. Tenant shall seek written permission from Landlord prior to installation of any exterior satellite dish, antennae or any other visible exterior receiver device. There are strict guidelines for these installations.
12. The Landlord shall not be responsible to any Tenant for the non-observance or violation of any of these Rules and Regulations by any other tenants.
13. Tenant shall not permit in the Premises any cooking or the use of any apparatus for the preparation of food nor the use of any electrical apparatus likely to cause an overload of electrical circuits, with the exception of a microwave oven, coffee machine and refrigerator.
14. All Tenants and occupants shall observe strict care not to leave their windows or doors open when it rains or snows, or while air-conditioning or heating systems are in operation, and for any fault or carelessness in any of these respects, shall indemnify other tenants for any injury sustained by other Tenants, and to Landlord for damage to paint, plastering or other parts of the Building, resulting from such default or carelessness.
15. Landlord may waive one or more of these Rules and Regulations for the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing such Rules and Regulations against any or all of the other tenants of the building.
16. These Rules and Regulations are supplemental to and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Building.
17. 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 THE SAFETY, CARE AND CLEANLINESS OF THE PROJECT AND THE LAND, AND FOR THE PRESERVATION OF GOOD ORDER THEREIN