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OFFICE LEASE

Office Lease Agreement

OFFICE LEASE | Document Parties: Duke Realty Limited Partnership | My Commission | TRX, Inc | Weeks Corporation | WORLD TRAVEL PARTNERS, LP | WORLD TRAVEL PARTNERS, LTD You are currently viewing:
This Office Lease Agreement involves

Duke Realty Limited Partnership | My Commission | TRX, Inc | Weeks Corporation | WORLD TRAVEL PARTNERS, LP | WORLD TRAVEL PARTNERS, LTD

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Title: OFFICE LEASE
Governing Law: Georgia     Date: 9/5/2005

OFFICE LEASE, Parties: duke realty limited partnership , my commission , trx  inc , weeks corporation , world travel partners  lp , world travel partners  ltd
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Exhibit 10.28

 

WORLD TRAVEL PARTNERS, L.P.

 

OFFICE LEASE

TABLE OF CONTENTS

 

SECTION

   PAGE

1    LEASED PREMISES    1
2    TERM    1
3    RENTAL    1
4    OPERATING EXPENSES    2
5    SECURITY DEPOSIT    4
6    COMPLETION OF IMPROVEMENTS    4
7    DELAY IN DELIVERY OF POSSESSION    5
8    USE OF LEASED PREMISES    5
9    ACCEPTANCE OF PREMISES    5
10    ALTERATIONS, MECHANICS’ LIENS    5
11    WASTE AND QUIET CONDUCT    6
12    FIRE INSURANCE, HAZARDS    6
13    LIABILITY INSURANCE    7
14    INDEMNIFICATION BY TENANT    7
15    WAIVER OF CLAIMS    8
16    LANDLORD’S REPAIRS    8
17    TENANT’S REPAIRS     
18    SIGNS, LANDSCAPING     
19    ENTRY BY LANDLORD    9
20    SERVICES    9
21    ABANDONMENT    10
22    DESTRUCTION    11
23    ASSIGNMENT AND SUBLETTING    11
24    INSOLVENCY OF TENANT    12
25    BREACH BY TENANT    12

 

 


26    ATTORNEYS’ FEES/COLLECTION CHARGES    13
27    CONDEMNATION    13
28    NOTICES    13
29    WAIVER    14
30    EFFECT OF HOLDING OVER    14
31    SUBORDINATION    14
32    ESTOPPEL CERTIFICATE    15
33    PARKING    15
34    MORTGAGE PROTECTION    15
35    RULES AND REGULATIONS    15
36    RELOCATION    16
MISCELLANEOUS PROVISIONS    16

 

EXHIBITS

    

EXHIBIT A

   FLOOR PLAN

EXHIBIT B

   SITE PLAN

EXHIBIT C

   TENANT’S ACCEPTANCE OF PREMISES

EXHIBIT D

   SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

EXHIBIT E

   RULES AND REGULATIONS

EXHIBIT F

   JANITORIAL SCHEDULE

EXHIBIT G

   SECURITY SCHEDULE

EXHIBIT H

   TERMINATION SCHEDULE

 

 


 

STATE OF GEORGIA

 

DEKALB COUNTY

 

This Lease Agreement, made this              day of                      , 1995, by and between, WEEKS REALTY, L.P. hereinafter referred to as “Landlord”, and WORLD TRAVEL PARTNERS, L.P. hereinafter referred to as “Tenant”;

 

WITNESSETH:

 

LEASED PREMISES

 

1.01 Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the space hereinafter referred to as the LEASED PREMISES, described as approximately 12,681 sq. ft. of office space designated as Suite 700 and shown on Exhibit “A”, in the office building located at 6 West Druid Hills, Atlanta, Georgia (hereinafter referred to as the “Building”). The Property upon which the Building is located is more particularly described on Exhibit “B” attached hereto and by this reference made a part hereof (hereinafter referred to as the “Property”).

 

TERM

 

2.01 TO HAVE AND TO HOLD said Leased Premises for a term of three (3) years commencing upon the date of execution hereof and continuing for a period of three (3) years from the Rent Commencement Date (defined below), upon the terms, conditions, and covenants contained herein. “Substantial Completion” shall mean completion of construction of the tenant improvements substantially in accordance with the approved plans and specifications, and the Landlord’s provision to Tenant of a certificate of occupancy, subject only to normal punchlist items. See below.

 

RENTAL

 

3.01 As rental for the Leased Premises, Tenant agrees to pay to Landlord the sum of ONE HUNDRED SEVENTY-SEVEN THOUSAND, FIVE HUNDRED THIRTY-FOUR NO/100 Dollars ($177,534.00) per year (hereinafter referred to as “Base Rental”), payable in monthly installments each in the amount of FOURTEEN THOUSAND SEVEN HUNDRED NINETY-FOUR 50/100 Dollars ($14,794.50) on or before the first day of each calendar month beginning on the earlier of Substantial Completion or October 15, 1995 (the “Rent Commencement Date”) and thereafter for the remainder of the term, together with any other additional rental as hereinafter set forth. Tenant shall pay interest at a rate of twelve percent (12%) per annum on all late payments of rent received by Landlord more than ten (10) days after the date due. If the Lease shall commence on any date other than the first day of a calendar month, or end on any date, other than the last day of a calendar month, rent for such month shall be prorated. Tenant has deposited with Landlord, upon delivery of this Lease Agreement, an amount equal to FOURTEEN THOUSAND SEVEN HUNDRED NINETY-FOUR 50/100 Dollars ($14,794.50) which is to be applied as first month’s rental. In the event Landlord delays in tendering possession of Premises to Tenant or in the event Landlord* inhibits or otherwise* delays Tenant in its pursuit of completing such construction, then in either of said events, the Commencement Date shall move forward one (1) day for each day of delay attributed to Landlord.

 

* unreasonably

 

 


 

OPERATING EXPENSES

 

4.01 In addition to the Base Rental payable by Tenant in accordance with Paragraph 3.01 of this Lease, Tenant shall pay monthly to Landlord on the same due date as the Base Rental the sum (hereinafter referred to as the “Additional Rent”) calculated in accordance with the following:

 

(a) As used in this Lease, the following definitions shall apply:

 

(i) “Calendar Year” shall mean any period during the Term of this Lease commencing on January 1 and ending on the next following December 31.

 

(ii) “Base Year” shall mean the Calendar Year 1996.

 

(iii) “Building” shall mean the Property and the Building and other structures, improvements, fixtures and appurtenances now or hereafter placed, constructed or erected thereon.

 

(iv) “Pro Rata Share” shall equal fourteen and twenty eight one hundredths percent (14.28%); provided, however, that in the event that the amount of space leased by Tenant shall increase or decrease subsequent to the commencement date of the Term, whether pursuant to an option to expand or otherwise, the Pro Rata Share shall be appropriately adjusted by Landlord.

 

(v) “Operating Expenses” shall mean any and all costs, expenses and disbursements of every kind and character (subject to the limitations set forth below) which Landlord shall incur, pay or become obligated to pay in connection with the ownership of any estate or interest in the Building or the operation, maintenance, repair, replacement and security of the Building determined in accordance with generally accepted accounting principles consistently applied, including, but not limited to, the following:

 

(A) Wages and salaries of all employees specifically engaged in the operation, repair, replacement, maintenance, and security of the Building, including taxes, insurance and benefits relating thereto.

 

(B) All supplies and materials used in the operation, maintenance, repair, replacement, and security of the Building.

 

(C) Cost of all utilities including gas, water, telephone, telegraph, power, heating, lighting, air-conditioning and ventilating the Building.

 

(D) Cost of all maintenance and service agreements on equipment, including alarm service, window cleaning and elevator maintenance.

 

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(E) Cost of casualty, liability and other insurance applicable to the Building or Landlord’s personal property used in connection with the operation and management of the Building.

 

(F) All taxes and assessments and governmental charges, whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes and assessments imposed upon or attributable to the Building, its operation or the Base Rental or Additional Rent without reference to other income of the Landlord.

 

(G) Cost of repairs, replacements, and general maintenance of the Building.

 

(H) Cost of service or maintenance contracts with independent contractors for the operation, maintenance, repair, replacement, or security of the Building.

 

(I) Cost of maintaining accounting books and records for the Building.

 

(J) Costs of contractual management fees and other costs directly related to the on-site management of the Building. The contractual management fees shall not exceed five and one half percent (5 1/2%) of gross rental income of the Building.

 

(K) Cost of janitorial services, trash, garbage, snow and ice removal; servicing, replacing, equipping and maintenance of all electrical, security and fire alarms, fire pumps, sprinkler systems and fire extinguishers and hose cabinets; painting; window cleaning and landscaping and gardening.

 

(L) Capital expenditures required by any governmental or regulatory authority, and capital expenditures for energy related equipment or fire and safety equipment provided, however, that the costs will be amortized over the useful life of the improvements.

 

Specifically excluded from the definition of the term “Operating Expenses” are expenses for repairs, replacements and general maintenance to the extent paid by proceeds of insurance or by Tenant or other third parties and alterations attributable solely to tenants of the Building other than Tenant; interest, amortization or other payments on loans to Landlord whether secured or unsecured; depreciation of the Building; lease payments on capital equipment (elevators or HVAC); leasing commissions; legal expenses; salaries of officers, executives, employees and agents not directly involved in the on-site operation of the Building; and state, federal or local income taxes, excess profits or franchise taxes or other such taxes

 

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imposed on or measured by or determined from the gross income of Landlord.

 

(b) The actual amount of Additional Rent payable shall be an amount equal to the product obtained by multiplying the Pro Rata Share times the remainder obtained by subtracting the Operating Expenses for the Base Year from the Operating Expenses for the Calendar Year in question (provided, however, in no event shall the amount so determined be less than zero) . In the event that the Building is not fully occupied during the Base Year, the Landlord shall compute the Operating Expenses for the Base Year as though the Building were fully occupied.

 

(c) On or before December 31st of each Calendar Year during the Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of the Additional Rent for the next ensuing Calendar Year. Commencing in the first (1st) month of the ensuing Calendar Year, or as soon thereafter as Landlord shall invoice Tenant, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated Additional Rent. If notice of Landlord’s estimate of Additional Rent is not given prior to December 31, during the next Calendar Year Tenant shall continue to pay the monthly payment based on the Additional Rent computed for the previous Calendar Year until the month after such notice is given.

 

(d) As soon as practicable after the close of each Calendar Year, but no later than April 1, Landlord shall deliver to Tenant a final statement of the Additional Rent for the immediately preceding Calendar Year and such statement shall be final and binding upon Landlord and Tenant. If such statement shows an amount owing by Tenant that is less than the payments actually made by the Tenant for the immediately preceding Calendar Year, Tenant shall be credited for such excess against the next monthly payments of Additional Rent. If such statement shows an amount owing by the Tenant that is more than the payments actually made by the Tenant for the immediately preceding Calendar Year, Tenant shall pay the deficiency to Landlord within ten (10) days after delivery of the statement.

 

SECURITY DEPOSIT

 

5.01 Intentionally omitted.

 

COMPLETION OF IMPROVEMENTS

 

6.01 The rental provided in paragraph 3.01 “Rental” above, includes an allowance (“Allowance”) in the amount of $76,086.00 for the construction of tenant improvements in the Leased Premises on the basis set forth in the plans and specifications attached, or to be attached, hereto in Exhibit “B”. [SEE MISCELLANEOUS PROVISIONS “W”].

 

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DELIVERY OF POSSESSION

 

7.01 Upon commencement of this Lease, Landlord shall deliver possession of the Leased Premises to Tenant.

 

USE OF LEASED PREMISES

 

8.01 The Leased Premises may be used and occupied only for general office purposes, including, but not limited to the operation of a commercial travel agency, ticketing office and related businesses and for no other purpose or purposes, without Landlord’s prior written consent. Tenant shall promptly comply at its sole expense with all laws, ordinances, orders, and regulations affecting the Leased Premises and their cleanliness, safety, occupation and use. Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way increase the fire insurance upon the Building. Tenant will not perform any act or carry on any practices that may injure the Building or be a nuisance or menace to tenants of adjoining premises. Tenant shall, at Tenant’s sole cost and expense, comply fully with all environmental laws and regulations, and all other legal requirements, applicable to Tenant’s specific operations at, on or within, or to Tenant’s use and occupancy of, the Leased Premises.

 

ACCEPTANCE OF LEASED PREMISES

 

9.01 By entry hereunder, Tenant acknowledges that it has examined the Leased Premises and accepts the same as being in the condition called for by this Lease, and as suited for the uses intended by Tenant subject to items set forth in the Punch List and latent defects. Upon delivery of possession of the Leased Premises to Tenant, Tenant agrees to execute and deliver to Landlord a Tenant’s Acceptance of Premises, in the form attached hereto as Exhibit “C”.

 

ALTERATIONS, MECHANICS’ LIENS

 

10.01 Alterations may not be made to the Leased Premises without prior written consent of Landlord, and any alterations of the Leased Premises excepting movable furniture and trade fixtures shall at Landlord’s option become part of the realty and belong to Landlord.

 

10.02 Should Tenant desire to alter the Leased Premises and Landlord gives written consent to such alterations, at Landlord’s option, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations.

 

10.03 Notwithstanding anything in paragraph 10.02 above, Tenant may, upon written consent of Landlord, install trade fixtures, machinery or other trade equipment in conformance with all applicable laws, statutes, ordinances, rules, regulations, and the same may be removed upon the termination of this Lease provided Tenant shall not be in default under any of the terms and conditions of this Lease, and the Leased Premises are not damaged by such removal. Tenant shall return the Leased Premises on the termination of this Lease in the same condition as when rented to Tenant, reasonable wear and tear only excepted. Tenant

 

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shall keep the Leased Premises, the Building and Property in which the Leased Premises are situated free from any liens arising out of any work performed for, materials furnished to, or obligations incurred by Tenant. All such work provided for above, shall be done at such times and in such manner as Landlord may from time to time designate. Tenant shall give Landlord written notice five (5) days prior to employing any laborer or contractor to perform work (excluding, however computer, telecommunications and cable contractors) resulting in an alteration of the Leased Premises so that Landlord may post a notice of non-responsibility.

 

WASTE AND QUIET CONDUCT

 

11.01 Tenant shall not commit, or suffer any waste upon the Leased Premises, or any nuisance, or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building containing the Leased Premises or any building in the project in which the Leased Premises are located.

 

11.02 So long as Tenant is not in default in the payment of rent, or other charges or in the performance of any of the other terms, covenants, or conditions of the Lease beyond any period given Tenant in the Lease to cure such default, Tenant shall not be disturbed by Landlord or anyone claiming by, through or under Landlord in Tenant’s possession, enjoyment, use and occupancy of the Leased Premises during the original or any renewal term of the Lease or any extension or modification thereof.

 

FIRE INSURANCE, HAZARDS

 

12.01 No use shall be made or permitted to be made of the Leased Premises, nor acts done which might increase the existing rate of insurance upon the Building or cause the cancellation of any insurance policy covering the Building, or any part thereof, nor shall Tenant sell, or permit to be kept, used or sold, in or about the Leased Premises, any article which may be prohibited by the Standard form of fire insurance policies. Tenant shall, at its sole cost and expense, comply with any and all requirements pertaining to the Leased Premises, of any insurance organization or company, necessary for the maintenance of reasonable fire and public liability insurance, covering the Leased Premises, Building and appurtenances. Tenant agrees to pay to Landlord as additional rent, any increase in premiums on policies which may be carried and for loss of rent caused by fire and the perils normally included in extended coverage above the rates presently being paid by the Landlord as of the date hereof that may be caused by Tenant’s use or occupancy of the Leased Premises. In the event that Tenant takes any actions in the future, or conducts its business in such a way that causes an increase in the fire insurance rate on the Building, Landlord shall give Tenant notice of such proposed increase, and Tenant shall have a period of ten (10) days within which to discontinue such actions or use before Tenant shall be responsible for the payment of such increase in cost.

 

12.02 Tenant shall maintain in full force and effect on all of its fixtures and equipment in the Leased Premises a policy or policies of fire and extended coverage insurance with standard

 

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coverage endorsement to the extent of at least eighty percent (80%) of their insurable value. During the term of this Lease the proceeds from any such policy or policies of insurance shall be used for the repair or replacement of the fixtures, and Landlord will sign all documents necessary or proper in connection with the settlement of any claim or loss by Tenant. Landlord will not carry insurance on Tenant’s possessions. Tenant shall furnish Landlord with a certificate of such policy within thirty (30) days of the commencement of this Lease, and whenever required, shall satisfy Landlord that such policy is in full force and effect.

 

LIABILITY INSURANCE

 

13.01 Tenant, at its own expense, shall provide and keep in force with companies acceptable to Landlord public liability insurance for the benefit of Landlord and Tenant jointly against liability for bodily injury and property damage in the amount of not less than One Million Dollars ($1,000,000.00) in respect to injuries to or death of more than one person in any one occurrence, in the amount of not less than One Million Dollars ($1,000,000.00) in respect to injuries to or death of any one person, and in the amount of not less than Fifty Thousand Dollars $(50,000.00) per occurrence in respect to damage to property, such limits to be for any greater amounts as may be reasonably indicated by circumstances from time to time existing. Tenant shall furnish Landlord with a certificate of such policy (which certificate shall contain the insurer’s waiver of subrogation rights exercisable against the Landlord) within thirty (30) days of the commencement date of this Lease and whenever required shall satisfy Landlord that such policy is in full force and effect. Such policy shall name Landlord as an additional insured and shall be primary and non-contributing with any insurance carried by Landlord. The policy shall further provide that it shall not be cancelled or altered without twenty (20) days prior written notice to Landlord.

 

INDEMNIFICATION BY TENANT

 

14.01 Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant’s use of the Leased Premises (other than those arising from negligence of Landlord or its agents or employees), or the conduct of its business or from any activity, work, or thing done, permitted or suffered by the Tenant in or about the Leased Premises, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of the Tenant, or of its agents or employees, and from and against all costs, attorney’s fees, expenses and liabilities incurred in or about such claim or any action or proceeding brought relative thereto and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel, chosen by Tenant, and who is reasonably acceptable to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or about the Leased Premises

 

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from any cause whatsoever except that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure, and Tenant hereby waives all claims in respect thereof against Landlord. The obligations of Tenant under this section arising by reason of any occurrence taking place during the term of this Lease shall survive any termination of this Lease.

 

14.02 Landlord shall indemnify and hold harmless Tenant against and from all claims arising from any breach or default in the performance of any obligation on Landlord’s part to be performed under this Lease, or arising from any act, neglect, fault or omission of Landlord or of its agents, employees or contractors and from and against all reasonable costs, reasonable attorneys’ fees, expenses and liabilities actually incurred in or about such claim or any action or proceeding brought relative thereto and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord upon notice from Tenant shall defend the same at Landlord’s expense by counsel, chosen by Landlord and who is reasonably acceptable to Tenant. The obligations of Landlord or Tenant under this section arising by reason of any occurrence taking place during the term of this Lease shall survive any termination of this Lease.

 

WAIVER OF CLAIMS

 

15.01 Tenant, as a material part of the consideration to be rendered to Landlord, hereby waives all claims against Landlord for damages to goods, wares and merchandise in, upon or about the Leased Premises and for injury to Tenant, its agents, employees, invitees, or third persons in or about the Leased Premises from any cause arising at any time, other than the intentional misconduct or negligence of Landlord, its agents and employees.

 

LANDLORD’S REPAIRS

 

16.01 Tenant agrees that no representations respecting the Leased Premises or the condition thereof and that no promises to decorate, alter, repair or improve the Leased Premises, either before or after the execution hereof, have been made by Landlord or its agents to Tenant, unless the same are contained in the Work Agreement or Exhibit “B” or elsewhere in this Lease.

 

16.02 Landlord shall maintain and repair only the common hallways and corridors, common rest rooms, main lobby area, heating, ventilating and air-conditioning systems, elevators, building and floor access control systems, electrical and plumbing systems, driveways and parking areas located on the Property, if any, the roof, foundation, floors and exterior walls and glass of the Building. Notwithstanding Landlord’s obligation to maintain and repair under this Paragraph 16, Tenant shall repair and pay for any damage caused by Tenant, or Tenant’ s employees, agents, contractors, invitees or licensees, or caused by Tenant’s default hereunder. Tenant shall immediately give Landlord written notice of any defect or need for repairs known to Tenant, after which Landlord shall have a reasonable time within which to repair same or cure such defect. Landlord’s

 

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such obligation of Tenant shall survive the expiration or sooner termination of the Term.

 

ENTRY BY LANDLORD

 

19.01 Tenant shall permit Landlord and Landlord’s agents to enter the Leased Premises at all reasonable times for the purpose of inspecting the same to perform janitorial and cleaning services, or for the purpose of maintaining the Building, or for the purpose of decorating, making repairs, alterations, or additions to any portion of the Building, including the erection and maintenance of such scaffolding, canopies, fences and props as may be required, or for the purpose of posting notices of non-responsibility for alterations, additions, or repairs, or for the purpose of showing the Leased Premises to prospective tenants within six (6) months prior to the expiration of the Lease, or placing upon the Building any usual or ordinary “for sale” signs, without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the Leased Premises thereby occasioned; and shall permit Landlord at any time within thirty (30) days prior to the expiration of this Lease, to place upon the Leased Premises any usual or ordinary “to let” or “to lease” signs. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the exterior doors about the Leased Premises. Any entry by Landlord shall be made upon notice to Tenant and during regular business hours or as otherwise acceptable to Tenant (other than in an emergency) . In an emergency, Landlord shall have the right to enter the Leased Premises for any proper purpose.

 

SERVICES

 

20.01 Subject to the provisions set forth below in this Paragraph 20.01, Landlord shall furnish the following services to the Leased Premises:

 

(a) Seasonable heating and air-conditioning between the hours of 8:00 a.m. and 6:00 p.m. on Mondays through Fridays, inclusive, and on Saturdays between the hours of 8:00 a.m. and 1:00 p.m., except for those days which are Holidays as defined on Exhibit “E” hereto. Heating, ventilating and air conditioning shall be sufficient to provide reasonable comfort for normal office use in the Leased Premises. Fresh air levels shall be maintained in accordance with prevailing Class A standards and ASHRAE 62-1989 standards (ventilation for acceptable indoor air quality). Landlord shall provide adequate thermal environmental comfort and air velocity limits in accordance with ASHRAE-55. Upon prior notice from Tenant, Landlord shall provide Tenant with heating and air conditioning services during hours other than those listed above, it being understood that Tenant shall pay Landlord $18.00 per hour for such service.

 

(b) General cleaning and janitorial services as shown on the attached schedule commencing after 5:00 p.m. on Mondays through Fridays, inclusive, except for Holidays.

 

(c) Passenger elevator service at all times; provided, however, the Landlord reserves the right to reduce the

 

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number of elevators in operation after 6:00 p.m. on Mondays through Fridays and at all times on Saturdays, Sundays, and Holidays and to impose such other reasonable elevator security measures as the Landlord deems appropriate.

 

(d) Common use restroom facilities and drinking water.

 

(e) Electricity for lighting and small business machines designed to operate on 110-120 volt electric power (e.g., ticket printers, facsimile machines, typewriters, dictating machines, adding machines, calculators, copiers, postage machines, teletypes, personal computers and any other small office equipment that is not computer related except personal computers, and any other equipment typical for Tenant’ s use provided that such use is not more than standard office use).

 

20.02 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, connect any additional items (e.g., electric heaters, vending equipment and auxiliary air-conditioners) to the Building’s electrical system, or make any alteration or addition to the system. Should Landlord grant such consent, all additional circuits or equipment required therefor shall be installed by Landlord and the cost of such installation, equipment and metering device shall be paid by Tenant. The consumption of electricity for such additional equipment shall be paid monthly by Tenant to Landlord at the prevailing utility company rates. In the event the Tenant desires heating, ventilating or air-conditioning services in addition to those set forth above, the Landlord shall use its best efforts to make same available to Tenant at such rates as may be established from time to time by Landlord.

 

20.03 Landlord shall not be liable for any damages directly or indirectly resulting from the installation, use or interruption of use of any equipment in connection with the furnishing of services referred to in this Lease, and particularly any interruption in services by any cause beyond the control of Landlord.

 

20.04 Landlord reserves the right to stop services of the heating, elevators, plumbing, air-conditioning, electrical power or other utilities or services when necessary by reason of war, insurrection, civil commotion, riots, acts of God or the enemy, governmental action, repairs, improvements, alterations, strikes, lockouts, picketing, whether legal or illegal, accidents, actions or inactions of Tenant, its agents, contractors, servants, employees, sublessees, concessionaires, licensees, invitees, or guests, inability of Landlord to obtain fuel or supplies or any other cause or causes beyond the reasonable control of Landlord.

 

ABANDONMENT

 

21.01 Intentionally omitted.

 

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DESTRUCTION

 

22.01 In the event of (a) a partial destruction of the Leased Premises or the Building during the lease term which requires repairs to either the Leased Premises or the Building, or (b) the Leased Premises or the Building being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Tenant’s act, use or occupation which declaration requires repairs to either the Leased Premises or the Building, Landlord shall forthwith make repairs, provided repairs can be made within sixty (60) days under the laws and regulations of authorized public authorities, but partial destruction (including any destruction necessary in order to make repairs required by any declaration) shall in no way annul or void this Lease, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made. The proportionate reduction is to be based upon the extent to which the making of repairs shall interfere with the business carried on by Tenant in the Leased Premises. In the event that repairs cannot be made within sixty (60) days, or repairs cannot be made under current laws and regulations, this Lease may be terminated at the option of either party. A total destruction (including any destruction required by any authorized public authority) of either the Leased Premises or the Building shall terminate this Lease. In the event of any dispute between Landlord and Tenant relative to the provisions of this paragraph, they may each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be final and binding on both Landlord and Tenant who shall bear the cost of such arbitration equally between them. Landlord shall not be required to repair any property installed in the Leased Premises by Tenant. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease.

 

ASSIGNMENT AND SUBLETTING

 

23.01 Landlord shall have the right to transfer and assign, in whole or in part its rights and obligations in the Building and Property that are the subject of this Lease. Tenant shall not assign this Lease or sublet all or any part of the Leased Premises without the prior written consent of the Landlord. In the event of any assignment or subletting, Tenant shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment or sublease. Any collection directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a

 

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release of Tenant from the further performance of its obligations under this Lease.

 

INSOLVENCY OF TENANT

 

24.01 Either (a) the appointment of a trustee to take possession of all or substantially all of the assets of Tenant, or (b) a general assignment by Tenant for the benefit of creditors, or (c) any action taken or suffered by Tenant under any insolvency or bankruptcy act shall, if any such appointments, assignments or action continues for a period of thirty (30) days, constitute a breach of this Lease by Tenant, and Landlord may at its election without notice, terminate this Lease and in that event be entitled to immediate possession of the Leased Premises and damages as provided below.

 

BREACH BY TENANT

 

25.01 In the event of a monetary default by Tenant, which is not cured within ten (10) days of receipt of written notice by Tenant of such default or in the event of a nonmonetary default by Tenant which is not cured within thirty (30) days of receipt of written notice by Tenant of such default, Landlord in addition to any and all other rights or remedies that it may have hereunder, at law or in equity shall have the right to either terminate this Lease or from time to time, without terminating this Lease relet the Leased Premises or any part thereof for the account and in the name of Tenant or otherwise, for any such term or terms and conditions as Landlord in its sole discretion may deem advisable with the right to make reasonable alterations and repairs to the Leased Premises. Tenant shall pay to Landlord, as soon as ascertained, the costs and expenses incurred by Landlord in such reletting or in making such reasonable alterations and repairs. Should such rentals received from time to time from such reletting during any month be less than that agreed to be paid during that month by Tenant hereunder, the Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly.

 

25.02 No such reletting of the Leased Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach provided it has not been cured. Should Landlord at any time terminate this Lease for any breach, including the cost of recovering the Leased Premises, and including (1) all amounts that would have fallen due as rent between the time of termination of this Lease and the time of judgment, or other award, less the avails of all relettings and attornments, plus interest on the balance at the rate of twelve percent (12%) per year; and (2) the worth at the time of the judgment or other award, of the amount by which the unpaid rent for the balance of the term exceeds the amount of such rental less that Tenant proves could be reasonably avoided. “Worth” as used in this provision, is computed by discounting the total at the discount rate of the Federal Reserve Bank of Atlanta at the time of the judgment, or award, plus one percent (1%).

 

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ATTORNEYS’ FEES/COLLECTION CHARGES

 

26.01 Should Landlord be named as a ‘defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy hereunder, Tenant shall pay to Landlord its cost and expenses incurred in such suit, including reasonable attorneys’ fees. If any rent or other sums of money owed or owing under this Lease is collected by or through an attorney at law, Tenant agrees to pay fifteen percent (15%) thereof as attorneys’ fees. In the event of any dispute under this Lease, the prevailing party shall be entitled to an award of its costs and reasonable attorney’s fees against the nonprevailing party.

 

CONDEMNATION

 

27.01 If, at any time during the term of this Lease, title to the Leased Premises should become vested in a public or quasi-public authority by virtue of the exercise of expropriation, appropriation, condemnation or other power in the nature of eminent domain, or by voluntary transfer from the owner of the Leased Premises under threat of such a taking then this Lease shall terminate as of the time of such vesting of title, after which neither party shall be further obligated to the other except for occurrence antedating such taking. The same results shall follow if less than the entire Leased Premises be thus taken, or transferred in lieu of such a taking, but to such extent that it would be legally and commercially impossible for Tenant to occupy the portion of the Leased Premises remaining, and impossible for Tenant to reasonably conduct his trade or business therein.

 

27.02 Should there be such a partial taking or transfer in lieu thereof, but not to such an extent as to make such continued occupancy and operation by Tenant an impracticability, then this Lease shall continue on all of its same terms and conditions subject only to an equitable reduction in rent proportionate to such taking.

 

27.03 In the event of any such taking or transfer, whether of the entire Leased Premises, or a portion thereof, it is expressly agreed and understood that all sums awarded, allowed or received in connection therewith shall belong to Landlord, and any rights otherwise vested in Tenant are hereby assigned to Landlord, and Tenant shall have no interest in or claim to any such sums or any portion thereof, whether the same be for the taking of the property or for damages, or otherwise. Landlord agrees that Tenant shall be entitled to pursue a separate award against the condemning authority so long as such award does not diminish or interfere with Landlord’s award.

 

NOTICES

 

28.01 All notices, statements, demands, requests, consents, approvals, authorization, offers, agreements, appointments, or designations under this Lease by either party to the other shall be in writing and shall be sufficiently given and served upon the other party, if sent by certified mail, return receipt requested, postage prepaid, and addressed as follows:

 

  (a) To Tenant at the Leased Premises with a copy to Timothy J. Severt, Vice-President Administration, World Travel Partners, 1055 Lenox Park Boulevard, Suite 420, Atlanta, Georgia 30319;

 

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  (b) To Landlord, addressed to Landlord at 4497 Park Drive, Norcross, Georgia 30093, with a copy to such other place as Landlord may from time to time designate by notice to Tenant.

 

WAIVER

 

29.01 The waiver by Landlord or Tenant of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant, or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rent.

 

EFFECT OF HOLDING OVER

 

30.01 If Tenant should remain in possession of the Leased Premises after the expiration of the lease term and without executing a new lease, then such holding over shall be construed as a tenancy from month to month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same are applicable to a month to month tenancy, except that the rent payable hereunder shall be increased to 150% of the amount set out in subparagraph 3.01.

 

SUBORDINATION

 

31.01 This Lease, at Landlord’s option, shall be subordinate to any ground lease, first priority mortgage, first priority deed of trust, or first priority security deed now or hereafter placed upon the real property of which the Leased Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof.

 

31.02 Tenant and Landlord agree to execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any such ground lease, mortgage, deed of trust, or security deed, as the case may be, including specifically a subordination, non-disturbance and attornment agreement in the form hereto attached as Exhibit “D”, and failing to do so within ten (10) days after written demand, does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney in fact and in Tenant’s name, place and stead, to do so. If requested to do so, Tenant agrees to attorn to any person or other entity that acquires title to the real property encompassing the Leased Premises, whether through judicial foreclosure, sale under power, or otherwise, and to any assignee of such person or other entity.

 

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ESTOPPEL CERTIFICATE

 

32.01 Upon ten (10) days notice from Landlord to Tenant, Tenant shall deliver a certificate dated as of the first day of the calendar month in which such notice is received, executed by an appropriate officer, partner or individual, in the form as Landlord may require and stating but not limited to the following: (i) the commencement date of this Lease; (ii) the space occupied by Tenant hereunder; (iii) the expiration date hereof; (iv) a description of any renewal or expansion options; (v) the amount of rental currently and actually paid by Tenant under this Lease; (vi) the nature of any default or claimed default hereunder by Landlord and (vii) that Tenant is not in default hereunder nor has any event occurred which with the passage of time or the giving of notice would become a default by Tenant hereunder.

 

PARKING

 

33.01 Tenant shall be entitled to park in common with other tenants of Landlord. Landlord shall provide 4.0 parking spaces per 1,000 square feet of space in the Leased Premises at no extra charge to Tenant. Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and, in such event, to allocate parking spaces among Tenant and other tenants. There will be no assigned parking. Tenant agrees to park all Tenant’s trucks in the parking spaces provided at the rear of the building. “Parking” as used herein means the use by Tenant’s employees, its visitors, invitees, and customers for the parking of motor vehicles for such periods of time as are reasonably necessary in connection with use of and/or visits to the demised premises. No vehicle may be repaired or serviced in the parking area and any vehicle deemed abandoned by Landlord will be towed from the project and all costs therein shall be borne by the Tenant. All driveways, ingress and egress, and all parking spaces are for the joint use of all tenants. No area outside of the Leased Premises shall be used by Tenant for storage without Landlord’s prior written permission.

 

MORTGAGE PROTECTION

 

34.01 In the event of any default on the part of Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed or trust or holder of a security deed or mortgage covering the Leased Premises whose address shall have been furnished it, and shall offer such beneficiary or holder a reasonable opportunity to cure the default, including time to obtain possession of the Leased Premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.

 

RULES AND REGULATIONS

 

35.01 This Lease is subject to the rules and regulations pertaining to the Building, which are attached as Exhibit “E”. Tenant, its employees, agents, visitors, invitees, contractors

 

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and customers will perform and abide by said Rules and Regulations, and any amendments or additions to said Rules and Regulations as may be made from time to time by Landlord. Such amendments shall not adversely impact the business terms of this Lease.

 

RELOCATION

 

36.01 Intentionally omitted.

 

MISCELLANEOUS PROVISIONS

 

A. Whenever the singular number is used in this Lease and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word “person” shall include corporation, firm or association. If there be more than one tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.

 

B. The headings or titles to paragraphs of this Lease are for convenience only and shall have no effect upon the construction or interpretation of any part of this Lease.

 

C. This instrument contains all of the agreements and conditions made between the parties to this Lease and may not be modified orally or in any other manner than by agreement in writing signed by all parties to this Lease.

 

D. Where the consent or approval of a party is required, such consent or approval will not be unreasonably withheld or delayed.

 

E. This Lease shall create the relationship of Landlord and Tenant between Landlord and Tenant; no estate shall pass out of Landlord; Tenant has only a usufruct, not subject to levy and/or sale and not assignable by Tenant except as provided in paragraph 20.01 hereof.

 

F. Except as otherwise expressly stated, each payment required to be made by Tenant shall be in addition to and not in substitution for other payments to be made by Tenant.

 

G. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any abatement of rent.

 

H. No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or payment of rent shall be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or payment of rent, or pursue any other remedies available to Landlord.

 

I. Subject to paragraph 20, the terms and provisions of this Lease shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of Landlord and Tenant.

 

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J. Tenant acknowledges and agrees that Landlord shall not be responsible for providing any further security protection for the Leased Premises than that set out on the attached schedule.

 

K. This Lease shall be governed by Georgia law.

 

L. Time is of the essence of each term and provision of this Lease.

 

M. Tenant shall not record this Lease or a memorandum thereof without the written consent of Landlord. Upon the request of Landlord, Tenant shall join in the execution of a memorandum or so-called “short form” of this Lease for the purpose of recordation. Said memorandum or short form of this Lease shall describe the parties, the Leased Premises and the lease term, and shall incorporate this Lease by reference.

 

N. Landlord’s liability for performance of its obligations under the terms of this Lease shall be limited to its interest in the Building.

 

O. Landlord hereby grants to Tenant the right of first refusal to lease any of the space in the Building as such space becomes vacant (the Adjacent Space) under the same terms and conditions as the Lease, except such terms as may be contained in the notice set out below. This right of first refusal to lease the Adjacent Space shall be specifically made subordinate to the rights of Wang Laboratories, Inc. to lease the space as contained in that certain lease Agreement by and between Honeywell Bull, Inc. and CDA-Weeks dated May 27, 1988, as assigned and amended.

 

So long as Tenant is not then in default under the Lease, Landlord will notify Tenant when it has made a proposal to lease any portion of the Adjacent Space to a third party and the terms and conditions upon which it is willing to lease such space.

 

Tenant shall provide written notice to Landlord, as to Tenant’s decision to lease or not to lease that portion of the Adjacent Space within two (2) business days after Landlord has notified Tenant of the availability of such space (which notice can be verbal or by fax, addressed to Timothy J. Severt, Vice President Administration and Brian Learst, Chief Financial Officer, or their successors or supervisors, at World Travel Partners, 1055 Lenox Park Boulevard, Suite 420, Atlanta, Georgia 30319). If Tenant does provide such notice to lease the Adjacent Space, Landlord and Tenant will execute a lease for the Adjacent Space within ten (10) days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms as this Lease except for the rental terms, and other matters which shall be the same as those contained in the proposal to the third party. If Tenant does not provide written notice or indicates that it will not exercise its right of first refusal, this right will expire and Landlord shall have no future obligations to Tenant with regard to that portion of the Adjacent Space which was subject to such notice.

 

P. Tenant shall have the option to terminate this Lease at any time effective on December 31, 1996 or the last day of any

 

17

 


calendar month thereafter provided that Tenant gives written notice to Landlord of its intention to terminate at least one hundred twenty (120) days prior to the termination date and provided that Tenant pays to Landlord a sum equal to the unamortized tenant improvements and broker’s commissions relating to the Lease. The total amount of tenant improvements and brokers commissions equal $111,592.00 which shall be amortized over thirty six (36) months at an interest rate of nine and one half (9.5%) percent. The schedule for such amount is attached as Exhibit “H” . It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable estimate of the loss that would be incurred by Landlord as a result of such early termination of this Lease and, in that regard, constitutes liquidated damages with respect to such loss.

 

On or prior to the termination date, Tenant will surrender possession of the Leased Premises in accordance with the provisions of this Lease as if the termination date were the expiration date of this Lease.

 

Q. The building is equipped with an Essex Elevator Security System that restricts access to single tenant floors at times determined by Tenant. Landlord reserves the right to change the type of lock off system, however the Landlord agrees that it will not remove the lock off system.

 

R. Tenant shall have the option to renew this Lease Agreement for one (1) three (3) year term, provided that Tenant gives written notice to Landlord of its intention to renew at least one hundred eighty (180) days prior to the end of the then current term thereof. The renewal shall be upon the same terms and conditions and the same base year as the Agreement, except that the base rent for the renewal term shall be subject to adjustment on the first (1st) day of the renewal term {the “First Adjustment Date”) as follows: The base for computing such adjustment is the Index, as defined hereinbelow. If the index published for the month immediately preceding the First Adjustment Date (the “First Adjustment Index”) has increased over the index published for the first month after the Commencement Date (the “Initial Index”), the Renewal Base Rate shall be adjusted by multiplying the Renewal Base Rate by a fraction, the numerator of which is the First Adjustment Index and the denominator of which is the Initial Index. However, notwithstanding the foregoing, in no event shall such Annual Rental increase less than four (4%) percent or more than twelve (12%) percent.

 

“Index” shall mean the Consumer Price Index for All Urban Consumers, U.S. City Average for All Items (1982-1984 = 100) published by the Bureau of Labor Statistics, United States Department of Labor. If the Index shall be revised or cease to be compiled and published at any time during the term of this Lease, but a comparable successor index is compiled and published by the Bureau of Labor Statistics, United States Department of Labor, the adjustments shall be computed according to such successor index, with appropriate adjustments in the index to reflect any differences in the method of computation from the Index. If the Index is changed so that the base year differs from that in effect on the Commencement Date, the Index shall be converted in

 

18

 


accordance with the conversion factor published with the Bureau of Labor Statistic, United States Department of Labor. If, at anytime during the term of this Lease, neither the Index nor a comparable successor index is compiled or published by the Bureau of Labor Statistics, the index for “all items” compiled and published by any other branch or department of the Federal Government shall be used for the adjustments, and if no such index is compiled and published by any branch or department of the Federal government, the statistics reflecting cost of living increases as compiled any institution or organization or individual generally recognized as an authority by financial and insurance institutions shall be used as a basis for such adjustments in order to obtain substantially the same result as would have been obtained if the Index had not been discontinued or revised.

 

It is expressly understood that Tenant shall have no option to renew this Lease for the renewal term if at the time of the attempted exercise of such option or at the commencement of such renewal term this Lease is not then in full force and effect and if Tenant is then in default of any terms and conditions of this Lease.

 

S. Tenant will purchase and install a new supplemental HVAC unit in the Leased Premises. This HVAC unit will be separately metered and Tenant will be fully responsible for the cost and maintenance associated with such HVAC unit.

 

T. Exhibits A, B, C, D, E, F and G are attached hereto and made a part hereof by reference.

 

U. In addition to the Allowance as set forth in Paragraph 6.01 herein, Landlord shall provide Tenant a special space planning allowance equal to $1,521.72, payable upon execution of this Lease.

 

V. It is understood and agreed that Tenant may utilize Suite numbers 710, 720, 730, 740, 750 and 775 in addition to Suite number 700, however, such additional suite numbers shall not apply as to the provisions of paragraph 28.01 of the Lease.

 

W. Landlord will disburse the Allowance to Tenant upon compliance by Tenant with the following conditions:

 

(a) Tenant shall submit to Landlord an application and certificate for payment, showing the amount of the Improvements installed or constructed through the date of the draw request. The form shall be signed by Tenant and its contractor and shall be accompanied by such documentation as is reasonably required by Landlord to verify and ensure that the work shown on the draw request has been completed.

 

(b) Tenant shall submit to Landlord such lien waivers and affidavits as are necessary, in Landlord’s opinion, to ensure that the Leased Premises, the Building and the Land remain free and clear of all liens and other encumbrances arising as a result of the installation and construction of the Improvements. All such lien waivers and affidavits shall be satisfactory in form and substance to Landlord.

 

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(c) Tenant shall obtain a certificate of occupancy from Dekalb County for the Leased Premises. Tenant agrees that it shall have no right to, and will not, occupy the Leased Premises until a certificate of occupancy for the Leased Premises has been issued by the appropriate governmental authority(ies).

 

(d) All construction work done by Tenant in the Leased Premises shall be pursued diligently to completion and shall be performed in a good and workmanlike manner, and in compliance with all governmental regulations. Tenant covenants and agrees that all contractors, subcontractors and other persons or entities performing work for Tenant at the Leased Premises will carry (i) liability insurance in amounts acceptable to Landlord, in Landlord’s reasonable opinion, and (ii) worker’s compensation insurance in the amounts required by law.

 

(e) Tenant hereby indemnifies Landlord against, and shall keep all portions of the Leased Premises, the Building and the Land free from liens for any work performed, material furnished or obligations incurred by Tenant. Should any liens or claims be filed against all or any portion of the Leased Premises, the Building or the Land by reason of Tenant’s acts, omissions or work performed by any person or entity, Tenant shall cause same to be discharged by bond or otherwise within fifteen (15) days following notice thereof. If Tenant fails to cause any such lien or claim to be discharged within the required time, Landlord may cause same to be discharged and may make any payment that Landlord, in its reasonable judgment, considers necessary, desirable or proper in order to do so. All amounts paid by Landlord shall bear interest at the lower of (i) eighteen percent (18%) per annum, or (ii) the highest rate permitted under applicable law, from the date of payment by Landlord and shall be payable by Tenant to Landlord upon written demand.

 

(SIGNATURES CONTAINED ON FOLLOWING PAGE)

 

20

 


IN WITNESS WHEREOF, the parties hereto who are individuals have set their hands and seals, and the parties who are corporations have caused this instrument to be duly executed by-its proper officers and its corporate seal to be affixed, as of the day and year first above written.

 

       

LANDLORD:

Signed, sealed and delivered as to Landlord,
in the presence of:
      WEEKS REALTY, L.P.,
a Georgia Limited Partnership

/s/ Patricia L. Adams

      By:  

Weeks Corporation,

a Georgia Corporation,

its sole general partner

Notary Public, Gwinnett County, Georgia

My Commission Expires June 9, 1997

           
       

By:

 

/s/ A. R. Weeks, Jr.

Notary Public

     

Name:

 

A. R. Weeks, Jr.

       

Its:

 

Chairman/ CEO

           

(Corporate Seal)

Signed, sealed and delivered as to Tenant,
in the presence of:
     

TENANT:

       

WORLD TRAVEL PARTNERS, LTD.

/s/ Notary Public

     

By:

 

/s/ Timothy J. Severt

       

Name:

 

Timothy J. Severt

Notary Public

     

Its:

 

VP of Administration

[SEAL]      

ATTEST:

My Commission Expires

___________

     

By:

   
       

Name:

   
       

Its:

   

 

 


 

EXHIBIT “A”

 

Wooks Corporation

4497 Park Drive

Norcross, Georgia 30093

404 923-4076 / Phone

404 717-3310/Fax

 

 

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