OFFICE LEASE AGREEMENT
FULTON COUNTY, GEORGIA
THIS OFFICE LEASE AGREEMENT (the
“
Lease ”)
is made and entered into as of the
last
date of execution hereof by the parties as indicated on the
signature page hereto (the “Effective Date”)
,
by
and between
Wolff Atlanta Portfolio, LLC
, a
Georgia limited liability company, (hereinafter “Landlord),
party of the first part and
ForgeHouse, Inc., a Nevada corporation
(hereinafter
“
Tenant ”),
party of the second part. Pursuant
to the terms of this Lease, Landlord agrees to lease the Premises
(hereinafter defined) to Tenant and Tenant agrees to lease the
Premises from Landlord subject to all matters of record
and
the terms of this Lease .
The Lease includes the following exhibits and attachments:
Exhibit A (Outline
and Location of Premises),
Exhibit B (Expenses
and Taxes),
Exhibit C (Special
Stipulations), and
Exhibit D (Building
Rules and Regulations).
1.
Basic Lease Information
1.01
“
Building ”
shall mean the building located at
4625 Alexander Drive, Alpharetta,
Fulton County,
GA 30005 ,
commonly known as
Brookside Court .
“
Rentable Square Footage of the Building
” is deemed to be 42,995
rentable square feet. “
Property ”
shall mean the Building and the parcel(s) of land on which it is
located. “
Common Areas ”
shall mean the portion of the Building and Property that are
designated by Landlord for the common use of tenants and
others.
1.02
“
Premises ”
shall mean the area shown on
Exhibit A to
this Lease. The Premises are located on the first
(1
st )
floor
and known as suite(s) 150 / 155. The “
Rentable Square Footage of the Premises
” is deemed to be
2,760 square
feet.
1.03
(a.) “
Base Rent ”:
|
Period or Months of Term
|
Monthly Base Rent
|
Annual Base Rent
|
|
6/1/08
- 5/31/09
|
$3,622.50*
|
$43,470.00
|
|
6/1/09
- 5/31/10
|
$3,737.50
|
$44,850.00
|
|
6/1/10
- 5/31/11
|
$3,852.50
|
$46,230.00
|
|
6/1/11
- 8/31/11
|
$3,967.50
|
$11,902.50
|
*1.03 (b) “ Rent Abatement”.
Landlord
shall conditionally excuse Tenant’s obligation to pay Base
Rental for the first three
(3) months
of the Term (“Abated Rent”), provided, however, that
the Abated Rent shall become due and payable to Landlord in the
event of any monetary or other Tenant default under this Lease
beyond any applicable notice and cure period. This provision shall
not be deemed to excuse payment of any rents or charges due other
than the Abated Rent specifically described above.
1.04
“
Tenant’s Pro Rata Share ”:
6% .
Tenant shall pay Tenant’s Pro Rata Share of Taxes and
Operating Expenses in accordance
Exhibit B of
this Lease
1.05
“
Base Year ”
for “
Operating Expenses ”
and taxes:
2008.
1.06
“
Term ”:
A period of thirty-nine ( 39 ) months and
0
days.
Subject to Section 2, the Term shall commence on June
1,
2008
(the
“
Commencement Date ”)
and, unless terminated early in accordance with this Lease, end on
August 31, 2011
(the
“
Termination Date ”).
Landlord shall provide rent free possession of the
Premises
on
the Effective Date.
1.07
“
Security Deposit ”:
$3,622.50.
Initial month’s Rent of
$3,622.50 is due
on the Effective Date
.
1.08
“
Broker(s) ”:
Bryant Commercial Real Estate Partners, LLC and Richard Bowers
& Co.
1.09
“
Permitted Use ”:
General Office .
1.10
“
Notice Addresses ”:
|
Landlord:
|
Tenant:
|
|
WOLFF
ATLANTA PORTFOLIO, LLC
8320
East Hartford Drive
Suite
101
Scottsdale,
AZ 85255
Attention:
Jesse Wolff II
|
ForgeHouse
,
Inc
4625
Alexander Drive
Suite
150
Alpharetta,
GA 30005
Attn:
Jose
Alonso
|
1.11
“
Landlord Work ”
means the work, if any that Landlord is obligated to perform in the
Premises at
Landlord’s sole cost, expense and liability,
pursuant
to the Special Stipulations attached
to this Lease as
Exhibit C .
2.
Adjustment of Commencement Date; Possession.
2.01
If Landlord is required to perform Landlord Work prior to the
Commencement Date: (a) the date set forth in Section 1.06 as
the Commencement Date shall instead be defined as the
“
Target Commencement Date ”;
(b) the actual Commencement Date shall be the date on which the
Landlord Work is substantially complete, as reasonably
determined jointly
by
Landlord and
Tenant ;
and (c) the Termination Date will be the last day of the Term as
determined based upon the actual Commencement Date. If the
Termination Date does not fall on the last day of a calendar month,
Landlord and Tenant may elect to adjust the Termination Date to the
last day of the calendar month in which Termination Date occurs by
the mutual execution of a commencement letter agreement setting
forth such adjusted date. Unless
caused by Landlord’s gross negligence or willful
misconduct, Landlord’s
failure to substantially complete the Landlord Work by the Target
Commencement Date shall not be a default by Landlord or otherwise
render Landlord liable for damages. If Landlord is delayed in the
performance of the Landlord Work as a result of the acts or
omissions of Tenant, the Tenant Related Parties (defined in Section
12) or their respective contractors or vendors, including, without
limitation, changes requested by Tenant to approved plans,
Tenant’s failure to comply with any of its obligations under
this Lease, or the specification of any materials or equipment with
long lead times (a “
Tenant Delay ”),
the Landlord Work shall be deemed to be Substantially Complete on
the date that Landlord could reasonably have been expected to
Substantially Complete the Landlord Work absent any Tenant
Delay.
2.02
Subject
to the Landlord’s obligation to perform and complete
Landlord Work in accordance with the terms of this
lease, Premises
are accepted by Tenant in “as is” condition and
configuration, as
determined at the time of Lease Execution, without
any representations or warranties by Landlord.
Landlord
shall not be liable for any failure to deliver possession of
the Premises or any other space due to the holdover or
unlawful possession of such space by any party. In such event,
the commencement date for such space shall be postponed until
the date Landlord delivers possession of the Premises to
Tenant free from occupancy by any party.
2.03
Tenant,
and its licensees, employees, and customers shall have
non-exclusive right to use Common Areas, as constituted from
time to time, such use to being common with Landlord, other
tenants of the Building and other persons entitled to use the
Common Areas subject to all encumbrances and the Building
rules and regulations. Provided the Tenant performs all of its
obligations hereunder, Tenant shall have and peaceably enjoy
the Premises during the Lease Term free of claims by or
through Landlord, subject to all the terms and conditions
contained in this Lease.
2.04
If
Tenant shall enter into possession of all or any part of the
Premises prior to the Commencement Date fixed above, all the
covenants and conditions of this Lease shall be binding upon
the parties hereto in respect of such possession the same as
if the first day of the Term had been fixed as the date when
Tenant entered such possession, except that unless otherwise
indicated in the Special Stipulations, Tenant not shall not be
obligated to pay Base Rent during such early
occupancy.
3.
Rent .
T
enant
shall pay Landlord, without any setoff or deduction, all Base Rent
and Additional Rent due for the Term (collectively referred to as
“
Rent ”).
“
Additional Rent ”
means all sums ,
except as specifically provided elsewhere in this Lease
(other
than Base Rent) that Tenant is required to pay Landlord under this
Lease, including late fees and interest. Tenant shall pay and be
liable for all rental, sales and use taxes (but excluding income
taxes), if any, imposed upon or measured by Rent. Base Rent and
recurring monthly charges of Additional Rent shall be due and
payable in advance on the first (1
st )
day
of each calendar month without notice or demand. All other items of
Rent shall be due and payable by Tenant on or before 30 days after
billing by Landlord ,
provided
that the installment of Base Rent and Additional Rent for the first
full calendar month of the Term shall be payable upon the
Effective
Date hereof as provided in Section 5 below .
Rent shall be made payable to the entity and sent to the address
Landlord designates. Tenant shall pay Landlord an administration
fee equal to 10
%
of the amount of any Rent payments not paid on or before the sixth
(6
th )
day of the month. In
addition, past
due
Rent
payments
not paid on or before the sixth (6
th )
day of the month shall
accrue interest at 12% per annum. Rent for any partial month during
the Term shall be prorated. Tenant shall pay Landlord an
administrative fee of $50 if any check submitted by Tenant is
returned unpaid for insufficient funds or any other reason. No
endorsement or statement on a check or letter accompanying payment
shall be considered an accord and satisfaction. In the event Tenant
makes a partial payment of past due amounts, the payment shall be
applied first to reduce all accrued unpaid late charges and
interest, in inverse order of maturity, and then to reduce all
other past due amounts, in inverse order of maturity.
4. Compliance with Laws; Use.
The
Premises shall be used for the Permitted Use stated in Section 1.09
and for no other use whatsoever. Tenant shall comply with all
statutes, codes, ordinances, orders, rules and regulations of any
municipal or governmental entity (“
Laws ”),
regarding the operation of Tenant’s business and the use,
condition, configuration and occupancy of the Premises. Tenant
shall comply with the rules and regulations of the Building
attached as Exhibit D and such other reasonable rules and
regulations adopted by Landlord from time to time
.
Tenant shall not permit any objectionable or unpleasant orders,
smoke, dust, gas, noise, vibrations to emanate from the Premises,
nor take any other action that would constitute a nuisance or would
disturb or endanger any other tenants of the Building or
unreasonably interfere with their use of their respective
premises.
Landlord
hereby represents and warrants to Tenant that, to the best of
Landlord’s knowledge, (a) no portion of the Property,
including the Building and the Premises, has been used by
Landlord, or by any other person or entity, for the storage or
disposal of any Hazardous Substances in violation of any
applicable laws or regulations of any federal, state or local
governmental agency empowered to regulate Hazardous Materials,
(b) no portion of the Property has ever been used as a
landfill or dump for the storage or disposal of any Hazardous
Substances in violation of any of the aforesaid laws or
regulations, (c) there are no underground storage tanks or
similar structures now located anywhere on the Property, (d)
the entire Property complies in all respects with all
applicable laws, and (e) Landlord has not received any notice
of any violation of any of the aforesaid laws.
No
Hazardous Substances shall be used or kept by Tenant in the
Premises, Building or about the Property, except for those
substances as are typically found in similar premises used for
general office purposes and are being used by Tenant in a safe
manner and in accordance with all applicable laws, rules and
regulations. The
term "Hazardous Substance" as used in this Lease shall mean
any product, substance, chemical, material or waste whose
presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release or
effect, either by itself or in combination with other
materials, is either: (i) potentially injurious to the public
health, safety or welfare, the environment, or the Premises;
(ii) regulated or monitored by any governmental authority; or
(iii) a basis for potential liability of Landlord to any
governmental agency or third party under any applicable
statute or common law theory and shall include, but not be
limited to, hydrocarbons, petroleum, gasoline, crude oil or
any products or by-products thereof.
5. Security Deposit and First Month’s Rent.
Tenant
shall pay the first month’s installment of Base Rent on
the Effective
Date of
this Lease. The Security Deposit shall be delivered to
Landlord on
the Effective Date and
held by Landlord without liability for interest (unless required by
Law) as security for the performance of Tenant’s obligations.
The Security Deposit is not an advance payment of Rent or a measure
of damages. Landlord may use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any Default (defined in
Section 17) by Tenant. If Landlord uses any portion of the Security
Deposit, Tenant shall on demand restore the Security Deposit to its
original amount. Landlord shall return any unapplied portion of the
Security Deposit to Tenant within 45 days after the later to occur
of: (a) determination of the final Rent due from Tenant; or (b) the
later to occur of the Termination Date or the date Tenant
surrenders the Premises to Landlord in compliance with Section 24.
Landlord shall not be required to keep the Security Deposit
separate from its other accounts. Tenant hereby grants the Landlord
a security interest in the Security Deposit.
6.
Building Services.
Landlord
shall furnish Tenant with the following services: (a) water service
for use in the base building lavatories and
all kitchen facilities ;
(b) customary heat and air conditioning in season during standard
Building service hours. Tenant shall have the right to receive HVAC
service during hours other than standard service hours by paying
Landlord’s then standard charge for additional HVAC service
and providing such reasonable prior notice as is specified by
Landlord; (c) standard janitor service; (d) Elevator service; and
(e) Electricity. Unless
caused by the gross negligence or willful misconduct of Landlord or
any Landlord Related Parties (as defined in Section 12)
,
or any interruption, diminishment or termination of, services due
to the application of Laws, the failure of any equipment, the
performance of repairs, improvements or alterations, utility
interruptions or the occurrence of an event of Force Majeure
(defined in Section 25.03) shall not render Landlord liable to
Tenant, constitute a constructive eviction of Tenant, give rise to
an abatement of Rent, nor relieve Tenant from the obligation to
fulfill any covenant or agreement. Standard Building service hours
shall be 7:00 a.m. - 6:00 p.m. Monday through Friday, 7:00 a.m. -
1:00 p.m. Saturdays, excepting the following: New Years Day,
Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and
Christmas Day.
7.
Leasehold Improvements.
All
permanent
or structural improvements
in and to in the Premises, including any Alterations (
collectively ,
“
Leasehold Improvements ”)
shall remain upon the Premises at the end of the Term without
compensation to Tenant. Landlord, however, by written notice to
Tenant at least 30 days prior to the Termination Date, may require
Tenant, at its expense, to remove any electronic, phone and data
cabling and related equipment (collectively, “
Cable ”)
installed by or for the benefit of Tenant and any Landlord Work or
Alterations that, in Landlord’s reasonable judgment, are not
standard office improvements and are of a nature that would require
material removal and repair costs (collectively referred to as
“
Required Removables ”).
8.
Repairs and Alterations.
8.
01
Tenant shall periodically inspect the Premises to identify any
conditions that are dangerous or in need of maintenance or
repair and shall promptly provide Landlord with notice of any
such conditions. Tenant
agrees to promptly report to Landlord in writing any
maintenance problems involving water, moist conditions, or
mold and
agrees to not block or inhibit the flow of return or make-up
air into the HVAC system serving the Premises
and
to otherwise conduct all activities in the Premises in a
manner that prevents unusual moist conditions or mold
growth. Tenant
shall, at its sole cost and expense, promptly perform all
maintenance and repairs to the Premises that are not
Landlord’s express responsibility under this Lease, and
shall keep the Premises in reasonably
good
condition and repair, reasonable wear and tear
and
damage by casualty or condemnation excepted.
If Tenant fails to make any repairs to the Premises for more
than fifteen
( 15
)
days
after written
notice
from Landlord (although written
notice
shall not be
required in an emergency), Landlord may make the repairs, and
Tenant shall pay the actual
and reasonable
cost of the repairs ,
together with an administrative charge in an amount equal to
10% of the cost of the repairs .
At
its sole cost, expense and liability, Landlord
shall perform all maintenance and repairs upon the: (a)
structural elements of the Building; (b) mechanical,
electrical, plumbing and fire/life safety systems serving the
Building in general; (c) Common Areas; (d) roof of the
Building; (e) exterior windows of the Building; and (f)
elevators serving the Building.
8.02
Alterations.
Tenant shall not permit alterations in or to the Leased
Premises unless and until Landlord has approved the plans
therefore in writing, which shall not be unreasonably witheld;
provided, however, that Tenant shall have the right to make
alterations to the Leased Premises without obtaining
Landlord’s prior written consent provided that (a) such
alterations do not exceed Two Thousand and No/100 Dollars
($2,000.00) in cost in any one instance during the Lease Term;
(b) such alterations are non-structural and non-mechanical,
non-electrical in nature; (c) such alterations do not require
a permit; and (d) Tenant provides Landlord with prior written
notice of its intention to make such alterations stating in
reasonable detail the nature, extent and estimated cost of
such alterations together with the plans and specifications
for the same. As a condition of such approval, Landlord
may require Tenant to remove the alterations and restore the
Leased Premises upon termination of this Lease; otherwise, all
such alterations shall at Landlord's option become a part of
the realty and the property of Landlord, and shall not be
removed by Tenant. Notwithstanding anything contained
herein to the contrary, Tenant shall have no obligation
hereunder to remove any alterations or improvements which have
been made by Tenant with the express written consent of
Landlord, unless, at the time of granting such consent,
Landlord has expressly required the removal of any such
proposed alterations or improvements as a condition to
granting such consent. Tenant shall ensure that all
alterations shall be made in accordance with all applicable
laws, regulations and building codes, in a good and
workmanlike manner and of quality equal to or better than the
original construction of the Building. No person shall
be entitled to any lien derived through or under Tenant for
any labor or material furnished to the Leased Premises, and
nothing in this Lease shall be construed to constitute
Landlord's consent to the creation of any lien. If any
lien is filed against the Leased Premises for work claimed to
have been done for or material claimed to have been furnished
to Tenant, Tenant shall cause such lien to be discharged of
record within thirty (30) days after filing. Tenant
shall indemnify Landlord from all costs, losses, expenses and
attorneys' fees in connection with any construction or
alteration and any related lien. Tenant agrees that at
Landlord's option, Landlord or affiliate of Landlord, who
shall receive a fee as Landlord's construction manager not to
exceed five percent (5%), shall provide over site,
coordination and approval of Tenant’s alterations
to the Leased Premises.
9.
Entry by Landlord.
Landlord
may enter the Premises at
reasonable times to
inspect or show the Premises, to clean and make repairs,
alterations or additions and to perform or facilitate maintenance,
repairs, alterations or additions to any portion of the Building.
Except in emergencies or to provide Building services, Landlord
shall provide Tenant with reasonable prior verbal notice of
entry. Landlord
agrees that, while exercising such right of entry or making such
repairs, replacements or improvements, Landlord shall use
reasonable efforts to avoid interfering with Tenant’s
business or disrupting the same. Provided such entry is done in a
reasonable manner and extends only for a reasonable period of time
and does not materially or adversely interfere with or affect the
business operations of Tenant in the Premises, entry
by
Landlord shall not constitute a constructive eviction or entitle
Tenant to an abatement or reduction of Rent.
10.
Assignment and Subletting.
Tenant
shall not assign, sublease, transfer or encumber any interest in
this Lease or allow any third party to use any portion of the
Premises (collectively or individually, a “
Transfer ”)
without the prior written consent of Landlord, which consent shall
not be unreasonably withheld if Landlord does not exercise its
recapture rights. Any attempted Transfer in violation of this
Article shall, at Landlord’s option, be void. Within 15
Business Days after receipt of executed copies of the transfer
documentation and such other information as Landlord may request,
Landlord shall either: (a) consent to the Transfer by execution of
a consent agreement in a form reasonably designated by Landlord;
(b) refuse to consent to the Transfer; or (c) recapture the portion
of the Premises that Tenant is proposing to Transfer. If Landlord
exercises its right to recapture, the Lease shall automatically be
amended to delete the applicable portion of the Premises effective
on the proposed effective date of the Transfer. In no event shall
any Transfer release or relieve Tenant from any obligation under
this Lease. Tenant agrees to pay Landlord, on demand, reasonable
costs incurred by Landlord in connection with any request by Tenant
for Landlord to approve the assignment of this Lease or the
subletting of the Premises by Tenant
. Tenant
shall pay Landlord as Additional Rent 50% of all rent and other
consideration which Tenant receives as a result of a Transfer that
is in excess of the Rent payable to Landlord for the portion of the
Premises and Term covered by the Transfer. If Tenant is in Default,
Landlord may require that all sublease payments be made directly to
Landlord, in which case Tenant shall receive a credit against Rent
in the amount of Tenant’s share of payments received by
Landlord. Any Transfer shall be accomplished using a writing
approved by Landlord.
11.
Liens.
Tenant
shall not permit mechanic’s or other liens to be placed upon
the Property or Premises in connection with any work purportedly
done by or for the benefit of Tenant or its transferees. Tenant
shall, within 10 days of notice from Landlord, fully discharge any
lien by settlement, by bonding or by insuring over the lien in the
manner prescribed by Law. If Tenant fails to do so, Landlord may
bond, insure over or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord, including,
without limitation, reasonable attorneys’ fees.
12.
Indemnity and Waiver of Claims.
(a)
Tenant
hereby waives all claims against and releases Landlord and its
trustees, members, principals, beneficiaries, partners, officers,
directors, employees, Mortgagees and agents (the “
Landlord Related Parties ”)
from all claims for any injury to or death of persons, damage to
property or business loss in any manner related to (i) acts of God,
(ii) acts of third parties, (iii) the bursting or leaking of any
tank, water closet, drain or other pipe ,
unless caused by the gross negligence or willful misconduct of
Landlord or any Landlord Related Party ;
(iv) the inadequacy or failure of any security services, personnel
or equipment
. ,
unless caused by the gross negligence or willful misconduct of
Landlord or any Landlord Related Party; or
(v) arising out of or involving any Hazardous Substance brought
onto the Premises by or for Tenant or by any of Tenant's employees,
agents, contractors or invitees, (vi) any matter outside of the
reasonable control of Landlord. Subject
to Section 14, and except to
the extent caused by the gross negligence or willful misconduct of
Landlord or any Landlord Related Parties, Tenant shall indemnify,
defend and hold Landlord and Landlord Related Parties harmless
against and from all liabilities, obligations, damages, penalties,
claims, actions, costs, charges and expenses, including, without
limitation, reasonable attorneys’ fees and other professional
fees (if and to the extent permitted by Law), which may be imposed
upon, incurred by or asserted against Landlord or any of the
Landlord Related Parties by any third party and arising out of or
in connection with any damage or injury occurring in the Premises
or any acts or omissions (including violations of Law) of Tenant,
the Tenant Related Parties or any of Tenant’s transferees,
contractors or licensees. Tenant agrees that all of Tenant’s
personal property in the Premises or the Building shall be at the
risk of Tenant only and that Landlord, except for Landlord’s
gross negligence, shall not be liable for damage to or theft
thereof.
(b)
Subject to Section 14, Landlord agrees to protect, indemnify,
hold harmless and defend Tenant from and against any and all
loss, cost, damage, liability or expense, including reasonable
attorneys’ fees, with respect to any claim of damage or
injury to persons or property at the Premises, caused by the
gross negligence of Landlord or its authorized agents or
employees.
(c)
Notwithstanding anything to the contrary contained herein,
nothing shall be interpreted or used to in any way affect,
limit, reduce or abrogate any insurance coverage provided by
any insurers to either Tenant or Landlord.
13.
Insurance.
(a)
Tenant
shall maintain the following insurance (“
Tenant’s Insurance ”):
(a) Commercial General Liability Insurance applicable to the
Premises and its appurtenances providing, on an occurrence basis, a
minimum combined single limit of $2,000,000.00; (b)
Property/Business Interruption Insurance written on an All Risk or
Special Perils form, with coverage for broad form water damage
including earthquake sprinkler leakage, at replacement cost value
and with a replacement cost endorsement covering all of
Tenant’s business and trade fixtures, equipment, movable
partitions, furniture, merchandise and other personal property
within the Premises (“
Tenant’s Property ”)
and any Leasehold Improvements performed by or for the benefit of
Tenant; (c) Workers’ Compensation Insurance as required by
Law and in amounts as may be required by applicable statute and
Employers Liability Coverage of at least $1,000,000.00 per
occurrence. [Any company writing Tenant’s Insurance shall
have an A.M. Best rating of not less than A-VIII.] All Commercial
General Liability Insurance policies shall name Landlord (or its
successors and assignees), the managing agent for the Building (or
any successor), and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and
agents, and other designees of Landlord and its successors as the
interest of such designees shall appear, as additional insureds.
All policies of Tenant’s Insurance shall contain endorsements
that the insurer(s) shall give Landlord and its designees at least
30 days’ advance written notice of any cancellation,
termination, material change or lapse of insurance. Tenant shall
provide Landlord with a certificate of insurance evidencing
Tenant’s Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of
the Premises, and thereafter as necessary to assure that Landlord
always has current certificates evidencing Tenant’s
Insurance.
(b)
Landlord
shall, at all times during the Lease Term, procure and
maintain “all-risk” property insurance in the
amount not less than ninety percent (90%) of the insurable
replacement cost covering the Building in which the Premises
are located and such other insurance as may be required by a
Mortgagee or otherwise desired by Landlord. Such insurance
shall have minimum combined single limit of liability of at
least Two Million Dollars ($2,000,000) per occurrence, and a
general aggregate limit of at least Two Million Dollars
($2,000,000).
14.
Subrogation.
Landlord
and Tenant hereby waive and shall cause their respective insurance
carriers to waive any and all rights of recovery, claims, actions
or causes of action against the other for any loss or damage with
respect to Tenant’s Property, Leasehold Improvements, the
Building, the Premises, or any contents thereof, including rights,
claims, actions and causes of action based on negligence, which
loss or damage is (or would have been, had the insurance required
by this Lease been carried) covered by insurance to include any
deductibles, self-insured retention, or the like.
15.
Casualty Damage.
If
the Premises are totally destroyed by storm, fire, lightning,
earthquake or other casualty (a “Casualty”) this Lease
shall terminate as of the date of such destruction and rental shall
be accounted for as between Landlord and Tenant as of that date. If
the Premises are damaged but not wholly destroyed by any such
casualties, rental shall abate in such proportion as use of the
Premises has been destroyed and Landlord shall restore the Premises
to substantially the same condition as before damage as speedily as
is practicable, whereupon full rental shall recommence.
If
this Lease is not terminated, Landlord shall promptly and
diligently, restore the Premises. Such restoration shall be to
substantially the same condition that existed prior to the
Casualty, except for modifications required by Law. Upon
notice from Landlord, Tenant shall assign to Landlord (or to
any party designated by Landlord) all property insurance
proceeds payable to Tenant under Tenant's Insurance with
respect to any Leasehold Improvements performed by or for the
benefit of Tenant; provided if the estimated cost to repair
such Leasehold Improvements exceeds the amount of insurance
proceeds received by Landlord from Tenant's insurance carrier,
the excess cost of such repairs shall be paid by Tenant to
Landlord prior
to Landlord's commencement of repairs. Within 15 days of
demand, Tenant shall also pay Landlord for any additional
excess costs that are determined during the performance of the
repairs. Landlord
shall not be liable for any inconvenience to Tenant, or injury
to Tenant's business resulting in any way from the Casualty or
the repair thereof .
Provided that Tenant is not in Default, during any period of
time that all or a material portion of the Premises is
rendered untenanta
