Exhibit 10.14
0000 XXXXXXX XXXX
XXXXXX LEASE
THIS LEASE (the "Lease") is made and entered into this _____ day of
_____________ 1998, by and between TRIZECHAHN TWINBROOK METRO LIMITED
PARTNERSHIP, a Maryland limited partnership ("Landlord") and GENVEC, INC., a
Delaware corporation ("Tenant").
In consideration of the Rent hereinafter reserved and the agreements
hereinafter set forth, Landlord and Tenant mutually agree as follows:
1. DEFINITIONS.
Except as otherwise expressly provided or unless the context otherwise
requires, the following terms shall have the meanings assigned to them in this
Section:
A. Alterations: Any improvements, alterations, fixed decorations or
modifications, structural or otherwise, to the Premises, the Building or the
Land, as defined below, including but not limited to the installation or
modification of carpeting, partitions, counters, doors, air conditioning ducts,
plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and
window and wall coverings.
B. Base Year: [INTENTIONALLY OMITTED.]
C. Building: The building located at 0000 Xxxxxxx Xxxx in Rockville,
Maryland, in which the Premises are located. Except as expressly indicated
otherwise, the term "Building" shall include all portions of said building,
including but not limited to the Premises, the Common Areas and the garage.
D. Common Areas: Those areas of the Building and/or Land, as the case may
be, made available by Landlord for use by Tenant in common with the Landlord,
other tenants of the Building and the employees, agents and invitees of Landlord
and of such other tenants.
E. Consumer Price Index (Regular and Base): [Intentionally omitted.]
F. Default Rate: That rate of interest which is five (5) percentage
points above the annual rate of interest which is publicly announced by
NationsBank of D.C. ("NationsBank") from time to time as its "prime" rate of
interest, irrespective of whether such rate is the lowest rate of interest
charged by NationsBank to commercial borrowers. In the event that NationsBank
ceases to announce such a prime rate of interest, Landlord, in Landlord's
reasonable discretion, shall designate
the prime rate of interest by another bank located in the Washington, D.C.
metropolitan area, which shall be the prime rate of interest used to calculate
the default rate.
G. Fiscal Year: Each consecutive twelve (12) month period during the
Term of this Lease that falls between January 1 and December 31 inclusive.
H. Ground Leases: All ground and other underlying leases from which
Landlord's title to the Land and/or the Building is or may in the future be
derived. "Ground Lessors" shall denote those persons and entities holding such
ground or underlying leases.
I. Holidays: New Year's Day, Washington's Birthday, Xxxxxx Xxxxxx Xxxx,
Xx.'s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veteran's Day, Thanksgiving Day, Christmas Day and any other holidays designated
by an executive order of the President of the United States or by Act of
Congress.
J. Land: The real estate that supports the Building, and all associated
easements.
K. Landlord's Work: [INTENTIONALLY OMITTED.]
L. Lease Commencement Date: The date this Lease commences, as determined
pursuant to Subsection 2.A. below.
M. Lease Year: That period of twelve (12) consecutive calendar months
that commences on the first day of the calendar month in which the Lease
Commencement Date occurs, and each consecutive twelve (12) month period
thereafter. The earliest such twelve (12) month period shall be referred to as
the "first Lease Year," and each of the following Lease Years shall similarly be
numbered for identification purposes.
N. Mortgages: All mortgages, deeds of trust and similar security
instruments which may now or in the future encumber or otherwise affect the
Building or the Land, including mortgages related to both construction and
permanent financing. "Mortgagees" shall denote those persons and entities
holding such mortgages, deeds of trust and similar security instruments.
O. Operating Expenses: [INTENTIONALLY OMITTED.]
P. Premises: 9,752 square feet of rentable area on the second (2nd) floor
of the Building, known as suite 200, as shown on the floor plan attached hereto
as Exhibit A. However, the area and plan of the Premises may change in the event
of the exercise of any option to expand or contract the Premises set forth in
this Lease. The rentable area of the Premises has been determined in accordance
with the Greater Washington Commercial Association of REALTORS(R) Standard
Method of Measurement dated June 13, 1995 (the "GWCAR Standard Method of
Measurement").
Q. Premises' Standard Electrical Capacity: The electrical capacity
sufficient to support Tenant's balanced consumption of two and one-half (2.5)
xxxxx per square foot of rentable area.
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R. Real Estate Tax Expenses: [INTENTIONALLY OMITTED.]
S. Rent: All Base Rent and Additional Rent.
(1) Base Rent: The amount payable by Tenant pursuant to Subsection
4.A. below.
(2) Additional Rent: All sums of money payable by Tenant pursuant to
this lease other than Base Rent.
(3) Monthly Rent: A monthly installment of Base Rent and Additional
Rent, if any, which shall equal one-twelfth (1/12th) of Base Rent and Additional
Rent then in effect.
T. Tenant's Personal Property: All equipment, improvements, furnishings
and/or other property now or hereafter installed or placed in or on the Premises
by and at the sole expense of Tenant or with Tenant's permission (other than any
property of Landlord), with respect to which Tenant has not been granted any
credit or allowance by Landlord, and which: (i) is removable without damage to
the Premises, the Building and the Land, and (ii) is not a replacement of any
property of Landlord, whether such replacement is made at Tenant's expense or
otherwise.
U. Unavoidable Delay: Any delays due to strikes, labor disputes,
shortages of material, labor or energy, acts of God, governmental restrictions,
enemy action, civil commotion, fire, unavoidable casualty or any other causes
beyond the control of Landlord.
V. Work Agreement: [INTENTIONALLY OMITTED.]
2. TERM.
A. Term of Lease: The term of this Lease (the"Term") shall commence on a
date (the "Lease Commencement Date"), as defined below, and shall terminate at
midnight on the date immediately preceding the second anniversary of the Lease
Commencement Date, or such earlier date on which this Lease is terminated
pursuant to the provisions hereof (the "Lease Expiration Date"). The Lease
Commencement Date shall be the date of delivery of the Premises by Landlord to
Tenant. Landlord hereby leases the Premises to Tenant and Tenant hereby leases
the Premises from Landlord for the Term.
B. Declarations: If requested by Landlord at any time during the Term,
Tenant promptly will execute a declaration in the form attached hereto as
Exhibit B.
C. Effective Date: The rights and obligations set forth in this Lease,
except for the obligation to pay Rent and as otherwise specifically provided
herein to the contrary, shall become effective on the date of final execution of
this Lease.
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3. AS-IS CONDITION.
Tenant hereby accepts the Premises in its "as is" condition as of the Lease
Commencement Date. Landlord shall have no obligation to make any improvements
or alterations to the Premises.
4. RENT.
From and after the Lease Commencement Date, Tenant shall pay to Landlord
such Base Rent and Additional Rent as are set forth in this Section 4 and in
Section 5 below.
A. Base Rent: Base Rent shall equal the following amounts:
---------------------------------------------------
BASE RENT
LEASE PER SQUARE FOOT BASE RENT MONTHLY
YEAR PER ANNUM PER ANNUM BASE RENT
---------------------------------------------------
1 $16.75 $163,346.00 $13,612.17
---------------------------------------------------
2 $17.50 $170,660.00 $14,221.67
---------------------------------------------------
Tenant shall pay Base Rent to Landlord in equal monthly installments ("Monthly
Base Rent") in advance on the first day of each calendar month during the Term,
without notice, except that the first monthly installment of Base Rent shall be
paid upon execution of this Lease. If the Lease Commencement Date occurs on a
date other than the first day of a calendar month, Tenant shall receive a credit
equal to the Monthly Base Rent multiplied by the number of days in said calendar
month prior to the Lease Commencement Date and divided by the number of days in
such month, which credit shall be applied toward the installment of Monthly Base
Rent next due hereunder. If the Lease Expiration Date occurs after the
expiration of the last numbered Lease Year set forth above in this Section 4.A.
for which an amount of Monthly Base Rent is specified, then Monthly Base Rent
shall continue to be payable by Tenant at such rate for each month or portion of
a month thereafter which is prior to the Lease Expiration Date.
B. Payment: All Base Rent and Additional Rent due and payable to Landlord
under this Lease shall be made payable to TrizecHahn Twinbrook Metro Limited
Partnership and delivered to TrizecHahn Twinbrook Metro Limited Partnership at
NationsBank, X.X. Xxx #000000, Xxxxxxxxx, XX 00000-0000; provided, however, that
at Landlord's sole option, following at least thirty (30) days written notice to
Tenant, Tenant shall thereafter make all payments of Base Rent and Additional
Rent due and payable to Landlord under this Lease by means of electronic
transfers of funds from Tenant's financial institution to Landlord's designated
financial institution. Payments of Rent (other than in cash), if initially
dishonored, shall not be considered rendered until ultimately honored as cash by
Landlord's depository. Except as expressly set forth otherwise in this Lease,
Tenant will pay all Rent to Landlord without demand, deduction, set-off or
counter-claim.
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C. Late Fee: If Tenant fails to make any payment of Rent on or before
the date when payment is due, then Tenant also shall pay to Landlord a late fee
equal to five percent (5%) of the amount that is past due for each month or part
thereof until such Rent is fully paid. Said late fee shall be deemed
reimbursement to Landlord for its costs of carrying and processing Tenant's
delinquent account. Acceptance by Landlord of said late fee shall not waive or
release any other rights or remedies to which Landlord may be entitled on
account of such late payment.
D. Arbitration: [INTENTIONALLY OMITTED.]
5. ADDITIONAL RENT.
A. To Cover Consumer Price Index Increases: [INTENTIONALLY OMITTED.]
B. To Cover Increased Operating and Real Estate Tax Expenses:
[INTENTIONALLY OMITTED.]
C. Statements: [INTENTIONALLY OMITTED.]
D. Retroactive Adjustments: [INTENTIONALLY OMITTED.]
E. Change In or Contest of Taxes: [INTENTIONALLY OMITTED.]
F. Sales, Use or Other Taxes: If during the Term any governmental
authority having jurisdiction over the Building or the Land levies, assesses or
imposes any tax on Landlord, the Premises, the Building or the Land or the rents
payable hereunder, in the nature of a sales tax, use tax or any tax except (i)
taxes on Landlord's income, (ii) estate or inheritance taxes, or (iii) Real
Estate Tax Expenses, then Tenant shall pay its proportionate share to Landlord
within fifteen (15) days after receipt by Tenant of notice of the amount of such
tax.
6. USE.
A. Permitted Use: Tenant shall use and occupy the Premises solely for
office use and administrative activities directly related thereto and for no
other purpose.
B. Legal and Other Restrictions of Tenant's Use: In its use of the
Premises, Tenant shall comply with all present and future laws, regulations
(including but not limited to fire and zoning regulations) and ordinances of all
other public and quasi-public agencies having jurisdiction over the Land or the
Building. Tenant shall not use the Land, the Building or use or occupy the
Premises for any unlawful, disorderly or hazardous purposes or in a manner which
will interfere with the rights of Landlord, other tenants or their invitees or
in any way injure or annoy any of them.
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7. CARE OF PREMISES.
Tenant shall at its expense keep the Premises (including all improvements,
fixtures and other property located therein) in a neat and clean condition and
in good order and repair, and will suffer no waste or injury thereto and, as
between Landlord and Tenant, Landlord shall be responsible for compliance of the
Building (other than the Premises) and the Common Areas with applicable laws and
governmental regulations. Tenant shall surrender the Premises at the end of the
Term in as good order and condition as they were in on the Lease Commencement
Date, ordinary wear and tear excepted.
8. ALTERATIONS BY TENANT.
A. Making of Alterations; Landlord's Consent: Tenant shall not make or
permit to be made any Alterations without the prior written consent of Landlord
both as to whether the Alterations may be made and as to how and when they will
be made, which consent shall not be unreasonably withheld or delayed with
respect to any proposed Alteration which would not affect any of the Building's
operating systems or any of the structural components of the Building; provided,
however, that the consent of Landlord shall not be required for (i) painting or
carpeting of the Premises or (ii) Alterations costing less than Ten Thousand
Dollars ($10,000) in the aggregate which do not affect any of the Building's
operating systems or any of the structural proponents of the Building; further
provided, that Tenant shall give Landlord at least ten (10) days' prior written
notice of any such Alterations not requiring Landlord's consent and Tenant shall
observe all reasonable rules and regulations promulgated by Landlord with
respect to the performance of Alterations. Any Alterations shall be made at
Tenant's expense, by its contractors and subcontractors and in accordance with
complete plans and specifications approved in advance in writing by Landlord,
and only after Tenant: (i) has obtained all necessary permits from governmental
authorities having jurisdiction and has furnished copies thereof to Landlord,
(ii) has submitted to Landlord an architect's certificate that the Alterations
will conform to all applicable laws and regulations, and (iii) has complied with
all other requirements reasonably imposed by Landlord, including without
limitation any requirements due to the underwriting guidelines of Landlord's
insurance carriers. Landlord's consent to any Alterations and approval of any
plans and specifications constitutes approval of no more than the concept of
these Alterations and not a representation of warranty with respect to the
quality or functioning of such Alterations, plans and specifications. Tenant
shall be and is solely responsible for the Alterations and for the proper
integration thereof with the Building, the Building's systems and existing
conditions. Landlord shall have the right, but not the obligation, to supervise
the making of any Alterations. If any Alterations are made without the prior
written consent of Landlord, or which do not conform to plans and specifications
approved by Landlord or to other conditions imposed by Landlord pursuant to this
Section, Landlord may, in its sole discretion, correct or remove such
Alterations at Tenant's expense. Following completion of any Alterations, at
Landlord's request, Tenant either shall deliver to Landlord a complete set of
"as built" plans showing the Alterations or shall reimburse Landlord for any
expense incurred by Landlord in causing the Building plans to be modified to
reflect the Alterations.
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B. No Liens: Tenant shall take all necessary steps to ensure that no
mechanic's or materialmen's liens are filed against the Premises, the Building
or the Land as a result of any Alterations made by the Tenant. If any
mechanic's lien is filed, Tenant shall discharge the lien within ten (10) days
thereafter, at Tenant's expense, by paying off or bonding the lien.
9. EQUIPMENT.
A. Permitted Equipment: Tenant shall not install or operate in the
Premises any equipment or other machinery that, in the aggregate, will cause
Tenant to use more than the Premises' Standard Electrical Capacity, without:
(i) obtaining the prior written consent of Landlord, who may condition its
consent upon the payment by Tenant of Additional Rent for additional consumption
of utilities, additional wiring or other expenses resulting therefrom, (ii)
securing all necessary permits from governmental authorities and utility
companies and furnishing copies thereof to Landlord, and (iii) complying with
all other requirements reasonably imposed by Landlord. Prior to the Lease
Commencement Date, Tenant shall provide Landlord with a list of all equipment
that Tenant intends to install or operate in the Premises which operate on more
than one hundred twenty (120) volts, and Tenant shall provide Landlord with an
updated list of such equipment prior to the installation or use of any
additional equipment which operates on more than one hundred twenty (120) volts.
Tenant shall not install any equipment or machinery which may necessitate any
changes, replacements or additions to or material changes in the use of water,
heating, plumbing, air conditioning or electrical systems of the Building
without obtaining the prior written consent of Landlord, who may withhold its
consent in its absolute discretion.
B. Payment For Excess Utility Usage: If Tenant's equipment shall result
in electrical demand in excess of the Premises' Standard Electrical Capacity,
Landlord shall have the right, in its sole discretion, to install additional
transformers, distribution panels, wiring and other applicable equipment at the
expense of Tenant. None of the equipment so installed shall be deemed to be
Tenant's Personal Property. If at any time during the Term, Tenant's connected
electrical load from its use of equipment and fixtures (including incandescent
lighting and power), as estimated by Landlord, exceeds the Premises' Standard
Electrical Capacity, then Landlord may, at its option: (i) install separate
electrical meter(s) for the Premises, or (ii) cause a survey to be made by an
independent electrical engineer or consulting firm to determine the amount of
electricity consumed by Tenant beyond the Premises' Standard Electrical
Capacity. Tenant shall reimburse Landlord for the cost of the installation of
said meter(s) or completion of said meter(s) or survey, and shall pay as
Additional Rent the cost of any electricity in excess of an average of the
Premises Standard Electrical Capacity, at the rate charged by the utility
company providing such electricity, assuming continuous business hours, within
ten (10) days after receipt of any xxxx therefor from Landlord.
C. Noise; Vibration; Floor Load: Business machines and equipment
belonging to Tenant, which cause noise or vibration that may be transmitted to
any part of the Building to such a degree as to be objectionable to Landlord or
to any tenant of the Building, shall be installed and maintained by Tenant at
Tenant's expense on devices that eliminate the noise and vibration. Tenant
shall not place any load upon the floor of the Premises which exceeds the per
square foot load
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the floor was designed to carry (eighty (80) pounds per square
foot for live loads and twenty (20) pounds per square foot for dead loads).
10. OWNERSHIP AND REMOVAL OF PROPERTY.
A. Landlord's Property: Any Alterations and other improvements and any
equipment, machinery, furnishings and other property, installed or located in
the Premises, the Building or the Land by or on behalf of Landlord or Tenant,
except for Tenant's Personal Property: (i) shall immediately become the
property of Landlord, and (ii) shall be surrendered to Landlord with the
Premises as a part thereof at the end of the Term unless the same are removable
without more than minor damage to the Premises, if Tenant does in fact repair
the affected area(s) to a reasonable condition; provided, however, that if
Landlord requests Tenant to remove any Alterations installed by or on behalf of
Tenant, Tenant shall cause the same to be removed at Tenant's expense on or
before the Lease Expiration Date, or shall reimburse Landlord for the cost of
such removal, as elected by Landlord (unless Landlord expressly waives in
writing the right to require such removal at the time Landlord give its consent
to the making of such Alterations). Notwithstanding the foregoing, Tenant, upon
submitting its request to Landlord to make Alterations, shall have the right to
request therein that Landlord specify whether and to what extent Landlord will
require Tenant to remove the Alterations in question at the end of the Term,
provided that Tenant refers therein to the provisions of this Section 10.A. If
Tenant shall fail to request such information in its request to make any
Alterations, such right shall be deemed null and void as to the Alterations in
question, and all such Alterations shall thereafter be subject to the exercise
of Landlord's rights and to Tenant's obligations set forth in the first sentence
of this Section 10.A. If Tenant submits its request for such information in
accordance with the foregoing provisions and Landlord consents to the
Alterations requested, Landlord shall, together with its consent, specify in
writing whether and to what extent it will require Tenant to remove the
Alterations in question at the end of the Term, and if Landlord fails so to
specify, Tenant shall have no further obligation to remove the Alterations which
were the subject of Tenant's request.
B. Removal of Property At End of Term: Tenant shall remove all of
Tenant's Personal Property, and all computer cabling and wiring installed by or
on behalf of Tenant (irrespective of whether such cabling and wiring constitutes
Tenant's Personal Property under the terms of this Lease, and at Tenant's
expense, using a contractor approved in advance by Landlord in writing), from
the Building and the Land on or before the Lease Expiration Date. Any personal
property belonging to Tenant or to any other person or entity which is left in
the Building or on the Land after the date this Lease is terminated for any
reason shall be deemed to have been abandoned. In such event, Landlord shall
have the right to store such property at Tenant's sole cost and/or to dispose of
it in whatever manner Landlord considers appropriate, without waiving its right
to claim from Tenant all expenses and damages caused by Tenant's failure to
remove such property, and Tenant and any other person or entity shall have no
right to compensation from or any other claim against Landlord as a result.
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11. LANDLORD'S ACCESS TO PREMISES.
Upon such notice to Tenant as is reasonable under the circumstances (which
notice may be given orally and which notice shall not be required in the event
of an emergency), Landlord may at any reasonable time enter the Premises to
examine them, to make alterations or repairs thereto or for any other purposes
which Landlord considers necessary or advisable; however, in the case of any
emergency, Landlord and its agents may enter the Premises at any time and in any
manner. Tenant shall allow the Premises to be exhibited by Landlord: (i) at
any reasonable time to representatives of lending institutions or to prospective
purchasers of the Building, and (ii) at any reasonable time to persons who may
be interested in leasing the Premises. Landlord reserves the right and shall be
permitted reasonable access to the Premises to install facilities within and
through the Premises and to install and service any systems deemed advisable by
Landlord to provide services or utilities to any tenant of the Building.
Landlord shall use reasonable efforts to avoid material interference with
Tenant's business operations in Landlord's exercise of any of its rights under
this Section 11.
12. SERVICES AND UTILITIES.
A. Services Provided: As long as Tenant is not in Default, as defined in
Subsection 19.A. below, Landlord shall provide the following to Tenant, without
additional charge, except as otherwise provided herein (including, but not
limited to, as provided in Sections 5 and 1.O. hereof):
(1) Elevator service for common use, subject to call at all times,
including Sundays and Holidays.
(2) Central heating and air conditioning from 7:00 a.m. until 6:00
p.m. on weekdays, exclusive of Holidays, during the seasons of the year and
within the temperature ranges usually furnished in comparable office buildings
in the city (or, if not a city, other local jurisdiction) in which the Building
is located. Landlord shall provide heat and air conditioning at other times at
Tenant's expense, provided that Tenant gives Landlord notice by 1:00 p.m. on
weekdays for after-hour service on the next weekday, two (2) business days'
notice before a Holiday for service on such Holiday and two (2) business days'
notice for after-hour service on Saturday or Sunday. Landlord shall charge
Tenant for such after-hour, Holiday and special weekend service at the
prevailing rates charged by Landlord from time to time to other tenants of the
Building.
(3) Cleaning and char services in Landlord's standard manner.
(4) Electrical facilities to furnish electricity up to the Premises'
Standard Electrical Capacity (including the replacement of Building standard
light bulbs in Building standard light fixtures, it being agreed that if
Landlord replaces any other light bulbs in the Premises, Tenant shall pay
Landlord the cost of such bulbs and all labor costs incurred by Landlord in
connection therewith within fifteen (15) days after Landlord's written demand
therefor).
(5) Rest room facilities.
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(6) Routine maintenance, painting and electrical lighting service for
all Common Areas of the Building in such manner as Landlord deems reasonable.
(7) Reasonable access to the Premises at all times, subject to such
security procedures, restrictions and other regulations as Landlord may
promulgate.
B. Failure to Provide Services: Landlord shall have no liability to
Tenant or others based on any failure by Landlord to furnish the foregoing, due
to Unavoidable Delays, repair or maintenance work or any other reason except the
bad faith interruption of services by Landlord, and such failure shall neither
render Landlord liable for damages to either person or property, nor be
construed as an eviction of Tenant, nor cause a diminution or abatement of Rent
nor relieve Tenant of any of Tenant's obligations hereunder. If any of the
services described in Section 12.A. hereof is suspended and such suspension
renders the Premises untenantable and continues for more than ten (10) business
days, if the reason for the suspension is other than an Unavoidable Delay, all
Rent due hereunder shall be abated for the period commencing on the eleventh
(11th) business day of such suspension and concluding on the date that the
service has been restored.
C. Conservation: Tenant hereby agrees to comply with all energy
conservation procedures, controls and requirements instituted by Landlord
pursuant to any government regulations or otherwise, including but not limited
to controls on the permitted range of temperatures, the volume of energy
consumption or the hours of operation of the Building. Institution by Landlord
of such controls and requirements shall not entitle Tenant to terminate this
Lease or to an abatement of any Rent payable hereunder.
D. Recycling: Without limiting the foregoing, Tenant covenants and
agrees, at its sole cost and expense, to comply with all present and future
laws, orders, and regulations of the jurisdiction in which the Building is
located and of the federal, municipal, and local governments, departments,
commissions, agencies and boards having jurisdiction over the Building to the
extent that they or this Lease impose on Tenant duties and responsibilities
regarding the collection, sorting, separation, and recycling of trash. Tenant
shall pay all costs, expenses, fines, penalties, or damages that may be imposed
on Landlord or Tenant by reason of Tenant's failure to comply with the
provisions of this Section 12.D., and, at Tenant's sole cost and expense, shall
indemnify, defend and hold Landlord harmless (including legal fees and expenses)
from and against any actions, claims, and suits arising from such noncompliance,
using counsel reasonably satisfactory to Landlord.
13. RULES AND REGULATIONS.
Tenant shall abide by and observe the rules and regulations attached hereto
as Exhibit D and such other rules and regulations as may be made by Landlord
from time to time, provided that such rules and regulations shall not be
materially inconsistent with the provisions of this Lease. Nothing contained in
this Lease or in any rules and regulations shall be interpreted to impose upon
Landlord any obligations to enforce against any tenant its rules and
regulations, or the provisions of any lease with any other tenant, and Landlord
shall not be liable to Tenant or any other entity for any violation of said
rules, regulations or lease provisions.
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14. REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION.
A. Repairs: Except as otherwise expressly provided in this Lease, all
injury, breakage and damage to the Land, the Building or the Premises, caused by
any act or omission of Tenant which Tenant has not repaired within such time as
is specified in a notice by Landlord to Tenant shall be repaired by and at the
sole expense of Tenant, except Landlord shall have the right, at its option, to
make such repairs and to charge Tenant for all costs and expenses incurred in
connection therewith as Additional Rent payable within ten (10) days after the
rendering of a xxxx therefor. Tenant shall notify Landlord promptly of any
injury, breakage or damage to the Land, the Building, or the Premises caused by
Tenant.
B. Indemnification: Tenant hereby agrees to indemnify and hold Landlord
harmless from and against all costs, damages, claims, liabilities and expenses,
including attorneys' fees, suffered by or claimed against Landlord, directly or
indirectly, based on, arising out of or resulting from: (i) Tenant's use and
occupancy of the Premises or the business conducted by Tenant therein or
Tenant's act or omission anywhere in the Building or on the Land (ii) the making
by Tenant of any Alterations, (iii) any act or omission of Tenant or its
employees, agents or invitees, and (iv) any breach or default by Tenant in the
observance or performance of its covenants and obligations under this Lease.
15. LIMITATION ON LANDLORD LIABILITY.
A. Liability Standard: Landlord shall not be liable to Tenant or any
other individual or entity for any damage, loss or claim whatsoever, except
damages, losses and claims that are the direct result of Landlord's gross
negligence or willful misconduct; however, in no event shall Landlord be liable
for consequential damages.
B. Limitation on Total Liability: Notwithstanding any other provision of
this Lease, it is expressly understood and agreed that the total liability of
Landlord arising out of or in connection with this Lease, the relationship of
Landlord and Tenant hereunder and/or Tenant's use of the Premises, shall be
limited to the estate of Landlord in the Building. No other property or assets
of Landlord or any partner or owner of Landlord shall be subject to levy,
execution, or other enforcement proceedings or other judicial process for the
satisfaction of any judgement or any other right or remedy of Tenant arising out
of or in connection with this Lease, the relationship of Landlord and Tenant
hereunder and/or Tenant's use of the Premises.
16. FIRE AND OTHER CASUALTY.
If the Premises shall be damaged by fire or other casualty, other than as a
result of the negligence or misconduct of Tenant, the Lease shall not terminate
and, upon adjustment of insurance claims, Landlord shall repair the damage,
provided that Landlord shall have no obligation to repair damage to or replace
Tenant's Personal Property. Except as otherwise provided herein, if any part of
the Premises are rendered untenantable by reason of any such damage, Rent shall
xxxxx from the date of the damage to the date the damage is repaired, in the
proportion that the area of the untenantable
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part bears from time to time to the total area of the Premises. No compensation
or reduction of Rent shall be paid or allowed for inconvenience, annoyance or
injury to Tenant or Tenant's business arising from any damage to or repair of
the Premises or the Building.
Notwithstanding the foregoing, if Landlord does not receive sufficient
insurance proceeds to fully repair the damage, or if the Building shall be so
damaged that, as determined by Landlord, substantial reconstruction of the
Premises or the Building is required (whether or not the Premises have been
damaged), then Landlord, at its option, may give Tenant, within sixty (60) days
after the casualty, written notice of termination of this Lease, and this Lease
and the Term shall terminate (whether or not the Term has commenced) upon the
expiration of thirty (30) days from the date of the notice, with the same effect
as if the new expiration date had been the date initially fixed for expiration
of the Term, and all Rent shall be apportioned as of such date.
If the Premises or the Building shall be damaged by fire or other casualty
due to the negligence or misconduct of Tenant: (i) Landlord shall have no
obligation to repair the Premises or the Building, (ii) this Lease shall, at
Landlord's option, not terminate, (iii) Landlord may at Tenant's expense repair
the damage after notifying Tenant (for informational purposes only) of
Landlord's intention to do so, and (iv) Landlord may pursue any legal and
equitable remedies available to it.
17. TENANT INSURANCE.
A. Types of Insurance Required: Tenant, at its expense, shall obtain and
maintain in effect at all times during the Term an insurance policy providing
the following coverage:
(1) An "all risk" insurance policy covering all of Tenant's Personal
Property within, and improvements and alterations to, the Premises for not less
than the full replacement value thereof. All proceeds of such insurance shall be
used to repair or replace the items so insured.
(2) A commercial general liability policy on an occurrence basis, with the
following limits:
Each occurrence limit for bodily injury and property damage $1,000,000
General aggregate $2,000,000
Product/completed operations aggregate $2,000,000
Fire damage legal liability $ 50,000
Medical payments (any one person) $ 5,000
Said insurance shall name Landlord (in care of Landlord's management agent and
referring to the Building by its address), Landlord's management agent and
Mortgagee as an additional insured. The policy shall protect Landlord,
Landlord's management agent, and the Mortgagee against any liability for bodily
injury, personal injury, death or property damage occurring upon, in or about
the Premises, the Building or the Land or arising out of or relating to any
risks against which Tenant is required to indemnify Landlord, Landlord's
management agent and the Mortgagee. From time to time during the Term, Landlord
may require Tenant to increase said limits of said insurance to the limits of
liability
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insurance then customarily required of tenants of other comparable office
buildings in the city (or, if not a city, other local jurisdiction) in which the
Building is located.
B. Required Provisions of Policies: All insurance policies required to be
maintained by Tenant under this Lease must: (i) be issued by insurance
companies approved by Landlord; (ii) be in form and have content satisfactory to
Landlord; (iii) be written as primary policy coverage and not contributing to or
in excess of any coverage which Landlord or the Mortgagees may carry; (iv)
contain an express waiver of any right of subrogation by the insurance company
against Landlord, the Mortgagees and the Landlord's and the Mortgagees'
employees and agents; and (v) provide that the policy may not be canceled or
permitted to lapse unless Landlord shall have received at least fifteen (15)
days prior written notice of cancellation or non-renewal. Tenant shall deliver
to Landlord (in care of Landlord's management agent and referring to the
Building by its address) certified copies or duplicate originals of each such
policy and any renewal policy, together with evidence of payment of all
applicable premiums, at least ten (10) days before the Lease Commencement Date
and at least thirty (30) days before the renewal of any policies. Any insurance
required of Tenant under this Section may be carried under a blanket policy,
provided that said policy shall specifically set forth the amount of insurance
allocated to this Lease.
C. Effect of Tenant's Activities on Insurance: Tenant shall not conduct
or permit to be conducted any activity, or place any equipment in or about the
Land, the Building or the Premises which will increase the rate of, or make void
or voidable, any fire or other insurance maintained or required to be maintained
by Landlord or any Mortgagee on the Building, the Land or the property kept
thereon or therein, which will conflict with the provisions of any such
insurance policy or which will make it impracticable for Landlord to obtain
insurance covering any risks against which Landlord reasonably deems it
advisable to obtain insurance. In the event any increases in the rates of such
insurance are, in Landlord's reasonable judgement, due to Tenant's presence in
the Building, to any activity conducted or property installed or placed by
Tenant on or about the Land, the Building or the Premises or to Alterations
installed by Tenant or at Tenant's request, Tenant shall reimburse Landlord for
the amount of such increases promptly upon demand therefor. Statements by the
applicable insurance company or insurance rating bureau that such increases are
due to any activity, property or improvements shall be conclusive for the
purposes of determining Tenant's liability hereunder.
D. Termination Right: Landlord shall have the right to terminate this
Lease upon thirty (30) days notice to Tenant in the event Landlord receives
notice from any of Landlord's insurance carriers that such carrier intends to
cancel its insurance on the Building, or to increase the cost of such insurance
by more than one hundred percent (100%) above the premium payable by Landlord
immediately prior to such notice, due to the activities of Tenant or the
presence of Tenant in the Building. However, Landlord shall not terminate this
Lease in the event Landlord is able, with good faith efforts, to obtain
equivalent insurance from an insurance carrier satisfactory to Landlord at a
premium not more than one hundred percent (100%) greater than the premium for
the canceled insurance; provided that Tenant shall reimburse Landlord for all
additional premiums charged to Landlord by such new insurance carrier. It is
expressly understood that Landlord shall not have the right to terminate this
Lease pursuant to this Subsection D. if any cancellation or rate increase is due
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to factors generally applicable to the insurance or rental market, rather than
to Tenant's activities or presence in the Building.
E. Waiver: Except for gross negligence and intentional acts, Landlord
and Tenant hereby each waive and release each other from any and all
liabilities, claims and losses for which Landlord or Tenant is or may be held
liable, to the extent either party: (i) receives insurance proceeds on account
thereof, or (ii) is required to maintain insurance pursuant to this Section,
whichever is greater.
18. CONDEMNATION.
A. Landlord's Right to Terminate: If a substantial part of the Premises,
the Building or the Land is taken or condemned by any governmental authority for
any purpose or is granted to any authority in lieu of condemnation
(collectively, a "taking"), Landlord or Tenant shall have the right in its sole
discretion to terminate this Lease by written notice to the other party and upon
the giving of such notice, the Term shall terminate as of the date title vests
in the authority, and Rent shall be abated as of that date. For purposes of
this Section, a substantial part of the Premises, the Land or the Building shall
be considered to have been taken if, (i) in the sole opinion of Landlord, the
taking shall render it commercially undesirable for Landlord to permit this
Lease to continue or to continue operating the Building or (ii) the remainder of
the Premises is untenantable.
B. Adjustment of Rent: If a portion of the Premises is taken and Landlord
does not elect to terminate this Lease pursuant to the preceding paragraph, then
Rent shall be equitably adjusted as of the date title vests in the authority and
this Lease shall otherwise continue in full force and effect.
C. Division of Award: Tenant shall have no claim against Landlord
arising out of or related to any taking, or for any portion of the amount that
may be awarded as a result, and Tenant hereby assigns to Landlord all its
rights, title and interest in and to any such award; provided, however, that
Tenant may assert any claim it may have against the authority for compensation
for Tenant's Personal Property and for any relocation expenses compensable by
statute, as long as such awards shall be made in addition to and stated
separately from the award made for the Land, the Building and the Premises.
19. DEFAULT.
A. Default of Tenant: The following events shall be a default by Tenant
(a "Default") under this Lease:
(1) Failure of Tenant to pay Rent as and when due, if the failure
continues for three (3) days after notice from Landlord specifying the failure.
(2) Failure of Tenant to comply with or perform any covenant or
obligation of Tenant under this Lease, other than those concerning the payment
of Rent, if the failure continues for twenty (20) days after notice from
Landlord to Tenant specifying the failure.
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(3) If, in Landlord's reasonable opinion, Tenant's activities or
presence in the Premises results in a significant, continuing or repeated threat
of physical danger to other tenants and/or users of the Building, whether or not
Tenant is capable of controlling such threat.
(4) If Tenant, any guarantor of Tenant's performance hereunder (a
"Guarantor") or, if Tenant is a partnership, any partner of Tenant ("Partner"),
shall file a voluntary petition in bankruptcy or insolvency, shall be
adjudicated bankrupt or insolvent or shall file a petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future federal, state or other law, or
shall make an assignment for the benefit of creditors, or shall seek or
acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or
of any Guarantor or Partner or of all or any part of the property of Tenant or
of such Guarantor or Partner.
(5) If, within thirty (30) days after the commencement of any
proceeding against Tenant or a Guarantor or Partner, whether by the filing of a
petition or otherwise, seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future applicable federal, state or other law, such proceeding shall not have
been dismissed or if, within thirty (30) days after the appointment of any
trustee, receiver or liquidator of Tenant or any Guarantor or Partner, or of all
or any part of the property of Tenant or of any Guarantor or Partner, without
the acquiescence of such individual or entity, such appointment shall not have
been vacated or otherwise discharged, or if any execution or attachment shall
have been issued against the property of Tenant or of any Guarantor or Partner,
pursuant to which the Premises shall be taken or occupied or attempted to be
taken or occupied.
(6) If Tenant fails to take possession of the Premises on the Lease
Commencement Date or vacates, abandons or ceases to carry on its ordinary
activities in the Premises prior to the Lease Expiration Date, with or without
an intention of paying Rent; provided, however, that if (i) Tenant gives
Landlord at least thirty (30) days prior written notice that it intends to
vacate the Premises, (ii) Tenant pays the full amount of all Rent when due under
this Lease while the Premises are vacant, (iii) the fact that the Premises are
vacant does not adversely affect the Building or other tenants therein and does
not result in any liability to, or expenditure of funds by, Landlord, and (iv)
Tenant leaves the Premises in a condition satisfactory to Landlord and continues
to maintain the Premises in a condition satisfactory to Landlord throughout the
remainder of the Term, then, and in such event only, Tenant shall not be deemed
to be in Default under this Section 19.A.(6) and Landlord shall have the right,
exercisable by sending written notice to Tenant, to sublet from Tenant for the
balance of the Term of this Lease all or any portion of the Premises at Tenant's
then rental rate hereunder, or to terminate this Lease as to all or any portion
of the Premises, which rights of Landlord as to subletting and termination shall
be exercisable by Landlord in its sole discretion.
B. Remedies Upon Default: Upon the occurrence of a Default, Landlord
shall have the right, then or at any time thereafter:
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(1) Without demand or notice, to reenter and take possession of all or
any part of the Premises, to expel Tenant and those claiming through Tenant and
to remove any property therein, either by summary proceedings or by any other
action at law, in equity or otherwise, with or without terminating this Lease,
without being deemed guilty of trespass and without prejudice to any other
remedies of Landlord for breach of this Lease, and/or
(2) To give Tenant written notice of Landlord's intent to terminate
this Lease, and on the date specified in Landlord's notice, Tenant's right to
possession of the Premises shall cease and this Lease shall terminate.
If Landlord elects to terminate this Lease, everything contained in this
Lease on the part of Landlord to be done shall cease, without prejudice to
Landlord's right to recover from Tenant all Rent, as set forth in Subsections C.
and D. below. If Landlord elects to reenter pursuant to Subsection B.(1) above,
Landlord may terminate this Lease, or, from time to time without terminating
this Lease, may relet all or any part of the Premises as the agent of Tenant,
for such term, at such rental and upon such other provisions as Landlord deems
acceptable, with the right to make any alterations and repairs to the Premises
that Landlord deems appropriate, at Tenant's expense. No such reentry or taking
of possession of the Premises shall be construed as an election to terminate
this Lease, unless notice of such intention is given pursuant to Subsection
B.(2) above, or unless termination be decreed by a court of competent
jurisdiction at the instance of Landlord. Landlord shall in no event be under
any obligation to relet any part of the Premises.
C. Liability of Tenant: If Landlord terminates this Lease or reenters
the Premises (with or without terminating this Lease), Tenant shall remain
liable (in addition to all other liabilities of Tenant accrued at the time of
the Default) for the sum of (i) any unpaid Rent accrued prior to the time of
termination and/or reentry, as the case may be, plus interest thereon from the
due date at the Default Rate, (ii) all Base Rent and Additional Rent provided
for in this Lease from the time of termination and/or reentry, as the case may
be, until the date this Lease would have expired had a Default not occurred,
plus interest thereon from the due date at the Default Rate, (iii) any and all
expenses (including but not limited to attorneys' and brokerage fees) incurred
by Landlord in reentering and repossessing the Premises, in correcting any
default, in painting, altering or repairing the Premises in order to place the
Premises in first-class rentable condition (whether or not the Premises are
relet), in protecting and preserving the Premises and in reletting or attempting
to relet the Premises, and (iv) any other amounts necessary to compensate
Landlord for any other injury or detriment caused by the Default, minus the net
proceeds (after deducting any rental abatements, tenant improvement allowances
and other concessions and inducements) actually received by Landlord, if any,
from any reletting to the extent attributable to the period prior to the date
this Lease would have expired had a Default not occurred, Landlord shall have
the option to recover any damages sustained by Landlord either at the time of
reletting, if any, or in separate actions from time to time as said damages
shall have been made more easily ascertainable by successive relettings or, at
Landlord's option, to defer any such recovery until the date this Lease would
have expired in the absence of a Default, in which event Tenant hereby agrees
that the cause of action shall be deemed to have accrued on the aforesaid date.
The provisions of this Section shall be in addition to, and shall not prevent
the enforcement of, any claim Landlord may have for anticipatory breach of this
Lease.
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D. Liquidated Damages: In addition to Landlord's rights pursuant to
Subsection C. above, if Landlord terminates this Lease, Landlord shall have the
right at any time, at its sole option, to require Tenant to pay to Landlord on
demand, as liquidated damages, the sum of (i) the total of the Base Rent,
Additional Rent and all other sums which would have been payable under this
Lease from the date of Landlord's demand for liquidated damages ("Landlord's
Demand") until the date this Lease would have terminated in the absence of the
Default, discounted to present value at the rate of five percent (5%) per annum
(the "Discount Rate"), (ii) all unpaid Rent accrued prior to the time of
Landlord's Demand, plus interest thereon from the due date at the Default Rate,
(iii) any and all expenses (including but not limited to attorneys' and
brokerage fees) incurred by Landlord in reentering and repossessing the
Premises, in correcting any default, in painting, altering or repairing the
Premises in order to place the Premises in first-class rentable condition
(whether or not the Premises are relet), in protecting and preserving the
Premises and in reletting or attempting to relet the Premises, and (iv) any
other amounts necessary to compensate Landlord for any other injury or detriment
caused by the Default; minus the sum of (a) the net fair market rental value of
the Premises for the period referred to in Subsection D.(i) above, discounted to
present value at the Discount Rate, and (b) any sums actually paid by Tenant to
Landlord pursuant to Subsection C. above; provided, however, that if said
damages shall be limited by law to a lesser amount, Landlord shall be entitled
to recover the maximum amount permitted by law. The "net fair market rental
value" referred to in Subsection D.(a) above shall be the fair market rental
value of the Premises at the time of Landlord's Demand, reduced by any rental
abatements, tenant improvement allowances and other concessions and inducements
generally provided by landlords seeking to lease comparable commercial property
in the area of the Premises at the time of Landlord's Demand. If reletting is
accomplished within a reasonable time after Lease termination, the "net fair
market rental value" referred to in Subsection D.(a) above shall be deemed prima
facie to be the net rental income (after deducting any rental abatements, tenant
improvement allowances and other concessions and inducements) realized upon such
reletting.
E. Waiver: Tenant, on its own behalf and on behalf of all persons and
entities claiming through Tenant, including but not limited to creditors of
Tenant, hereby waives any and all rights and privileges which Tenant and such
other persons and entities might otherwise have under any present or future law:
(i) to redeem the Premises, (ii) to reenter or repossess the Premises, or (iii)
to restore the operation of this Lease, with respect to any dispossession of
Tenant by judgment or warrant of any court, any reentry by Landlord or any
expiration or termination of this Lease, whether by operation of law or pursuant
to the provisions of this Lease. Tenant hereby expressly waives receipt of a
Notice to Quit.
X. Xxxx on Personal Property: Landlord shall have a lien upon Tenant's
Personal Property and other Property brought onto the Premises by Tenant, as and
for security for the Rent and other obligations of Tenant herein provided.
Landlord may, at any time after a Default, seize and take possession of any and
all such property. If Tenant fails to redeem the property so seized by payment
of whatever sums may be due Landlord pursuant to this Lease, then Landlord shall
have the right, after twenty (20) days written notice to Tenant to sell such
personal property at public or private sale and upon such terms and conditions
as Landlord may deem advantageous, and after the payment of all proper charges
incident to such sale, apply the proceeds thereof to the payment of any
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balance due to Landlord hereunder and pay any remaining balance to Tenant. The
exercise by Landlord of the foregoing remedy shall not discharge Tenant from any
deficiency owed to Landlord, nor shall it preclude the exercise by Landlord of
any other rights and remedies. Landlord shall not be liable to Tenant, or other
owners of property seized, for damages, general or special, if Landlord
reasonably believed it was acting lawfully in seizing property located in the
Premises.
G. Right of Distress: Landlord shall, to the extent permitted by law,
have a right of distress for Rent.
H. Right of Landlord to Cure: If Tenant defaults in the making of any
payment or in the doing of any act required to be made or done by Tenant under
this Lease, then Landlord may, at its option, make such payment or do such act,
and the expenses thereof, with interest thereon at the Default Rate, from the
date paid by Landlord, shall constitute Additional Rent hereunder due and
payable by Tenant with the next payment of Monthly Base Rent.
I. Attorneys' Fees: In the event of any Default hereunder, Tenant shall
pay to Landlord all attorneys' fees incurred by Landlord in connection with such
Default or the enforcement of Landlord's rights or remedies arising in
connection therewith, whether or not this Lease is terminated and whether or not
Landlord institutes any lawsuit against Tenant as a result of such Default. In
addition to the foregoing, whether or not this Lease is terminated, Tenant shall
pay to Landlord all other costs incurred by Landlord with respect to any lawsuit
instituted or action taken by Landlord to enforce the provisions of this Lease.
J. Survival: Tenant's liability pursuant to this Section 19 shall
survive the termination of this Lease, the institution of summary proceedings
and/or the issuance of a warrant thereunder.
20. NO WAIVER.
No failure or delay by Landlord in enforcing its right to strict
performance by Tenant of every provision of this Lease or in exercising any
right or remedy hereunder, and no acceptance by Landlord of full or partial rent
during the continuance of any Default, shall constitute a waiver of the
provision or the Default, and no provision shall be waived or modified except by
a written instrument executed by Landlord. No payment by Tenant, or receipt by
Landlord, of a lesser amount than the full Rent shall be deemed to be other than
a payment on account, notwithstanding any endorsement or statement on any check
or letter accompanying any payment of any Rent. No waiver of any Default or
settlement of any proceeding instituted on account of any claimed Default shall
affect or alter this Lease or constitute a waiver of any of Landlord's rights
hereunder.
21. HOLDING OVER.
If Tenant shall be in possession of the Premises after termination of this
Lease (whether by normal expiration of the Term or otherwise), at Landlord's
option: (i) Landlord may deem Tenant to be occupying the Premises as a tenant
from month-to-month, at the sum of two hundred fifty percent (250%) of the
Monthly Base Rent in effect for the last full month of the Term, plus the
monthly
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installment of Additional Rent which is then payable pursuant to Section
5.C. of this Lease, and subject to all of the other provisions of this Lease, as
applicable to a month-to-month tenancy, or (ii) Landlord may exercise any or all
remedies for Default and at law and in equity, including but not limited to an
action against Tenant for wrongfully holding over.
22. SUBORDINATION.
A. Lease Subordinate: This Lease shall be subject and subordinate to the
lien of any and all Mortgages and to any Ground Leases, and any and all
renewals, extensions, modifications, recastings and refinancings thereof. This
clause shall be self-operative, without execution of any further instrument; but
if requested by Landlord or any Mortgagee, Tenant shall promptly execute a
certificate or other document evidencing and providing for such subordination.
Landlord shall have the right to execute said document on behalf of Tenant if
Tenant fails to do so within five (5) days after receipt of the request. Tenant
agrees that, if any Mortgage is foreclosed or Ground Lease terminated, upon
request by the purchaser at the foreclosure sale or Ground Lessor, as the case
may be, Tenant shall attorn to and recognize the purchaser or Ground Lessor as
the landlord under this Lease and shall make all payments required hereunder to
such new landlord without any deduction or set-off of any kind whatsoever.
Tenant waives the provisions of any law or regulation, now or hereafter in
effect, which may give or purport to give Tenant any right to terminate or
otherwise affect this Lease or the obligations of Tenant hereunder in the event
that any such foreclosure, termination or other proceeding is filed, prosecuted
or completed. Notwithstanding anything herein to the contrary, any Mortgagee
may at any time subordinate the lien of its Mortgage to the operation and effect
of this Lease without Tenant's consent, by giving Tenant written notice of such
subordination, in which event this Lease shall be deemed to be senior to such
Mortgage, and thereafter such Mortgagee shall have the same rights as it would
have had if this Lease had been executed, delivered and recorded before said
Mortgage.
B. Modifications to Lease: In the event any of Landlord's insurance
carriers or any Mortgagee requests modifications to this Lease, Tenant shall
execute a written amendment incorporating such requested modifications within
thirty (30) days after the same has been submitted to Tenant by Landlord,
provided that such modifications do not materially adversely affect Tenant's use
of the Premises as herein permitted or increase the rentals and other sums
payable by Tenant hereunder. In the event Tenant refuses or fails to execute
such amendment within thirty (30) days, Landlord shall have the right, at its
sole option, in addition to Landlord's other remedies for Default, to terminate
and cancel this Lease by written notice to Tenant specifying the date on which
this Lease will terminate. From and after said termination date, both Landlord
and Tenant shall be relieved of any and all further obligations hereunder,
except liabilities arising prior to the date of termination.
23. ASSIGNMENT AND SUBLETTING.
A. No Transfer Without Consent: Tenant shall not, without the prior
written consent of Landlord in each instance (which consent may be withheld in
Landlord's sole and absolute discretion) (i) assign, mortgage or otherwise
encumber this Lease or any of its rights hereunder;
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(ii) sublet the Premises or any part thereof or permit the occupancy or use of
the Premises or any part thereof by any persons or entities other than Tenant;
or (iii) permit the assignment of this Lease or any of Tenant's rights hereunder
by operation of law. Any attempted assignment, mortgaging or encumbering of this
Lease or any of Tenant's rights hereunder and any attempted subletting or grant
of a right to use or occupy all or a portion of the Premises in violation of the
foregoing sentence shall be void. Landlord agrees that it shall not unreasonably
withhold, condition or delay its consent to a proposed subletting provided that
all of the following conditions are satisfied: (a) there shall be no uncured
default at the time of the proposed subletting, (b) the proposed subtenant shall
be creditworthy, (c) the proposed subtenant shall not be a governmental entity
or a person or entity enjoying sovereign or diplomatic immunity, (d) the use of
the Premises by the proposed subtenant shall not attract a volume, frequency or
type of visitor or employee to the Building which is not consistent with the
standards of an office building comparable to the Building, (e) the proposed
subtenant shall specifically covenant and agree to perform the obligations of
Tenant hereunder and to occupy the Premises subject to the provisions of this
Lease, and (f) Tenant remains liable for the faithful performance of this Lease.
B. Take-Back Rights: In addition, Tenant may not assign this Lease, nor
sublet (or permit occupancy or use of) the Premises, or any part thereof,
without giving Landlord fifteen (15) business days prior written notice thereof.
For thirty (30) days following receipt of said notice, Landlord shall have the
right, exercisable by sending notice to Tenant, to sublet from Tenant for the
balance of the Term of this Lease (i) all of the Premises in the event Tenant
notified Landlord of its desire to assign this Lease, or (ii) so much of the
Premises as Tenant intends to sublet in the event Tenant notified Landlord of
its desire to sublet the Premises or permit another to make use thereof, at the
same rental Tenant is obligated to pay to Landlord hereunder. In the event
Landlord does not exercise the aforesaid right within said fifteen (15) business
days, Tenant may attempt to assign, sublet or permit use of this Lease or such
space; provided that Tenant shall obtain the prior written consent of Landlord
as set forth in Subsection A. above. In the event that Tenant defaults
hereunder, Tenant hereby assigns to Landlord the Rent due from any assignee or
subtenant and hereby authorizes each such party to pay said Rent to Landlord.
C. Transfer of Stock: If Tenant and/or any Guarantor is a corporation,
then the sale, issuance or transfer of any voting capital stock of Tenant or any
Guarantor, by the person, persons or entities owning a controlling interest
therein as of the date of this Lease, which results in a change in the voting
control of Tenant or the Guarantor, shall be deemed an assignment within the
meaning of this Section 23. If Tenant and/or any Guarantor is a partnership,
the sale or transfer of the partnership share, or any portion thereof, of any
general partner shall be deemed an assignment of this Lease.
D. Expenses and Profits; Effect of Consent:
(1) In the event Landlord permits Tenant to assign or sublet all or a
portion of the Premises to a third party, any sums that are paid by such third
party for the right to occupy the Premises, in excess of the Rent then in effect
shall be paid by Tenant to Landlord on a monthly basis as Additional Rent.
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(2) Tenant shall be responsible for all costs and expenses, including
attorneys' fees, incurred by Landlord in connection with any proposed or
purported assignment or sublease and an administrative fee of Two Thousand Five
Hundred Dollars ($2,500.00).
(3) The consent by Landlord to any assignment or subletting shall
neither be construed as a waiver or release of Tenant from any covenant or
obligation of Tenant under this Lease, nor as relieving Tenant from giving
Landlord the aforesaid fifteen (15) business days notice of, or from obtaining
the consent of Landlord to, any further assignment or subletting. The
collection or acceptance of Rent from any such assignee or subtenant shall not
constitute a waiver or release of Tenant from any covenant or obligation of
Tenant under this Lease, except as expressly agreed by Landlord in writing.
24. TRANSFER BY LANDLORD.
Landlord (and any successor or affiliate of Landlord) may freely sell,
assign or transfer all or any portion of its interest in this Lease or the
Premises, the Building or the Land and, in the event of any such sale,
assignment or transfer, shall be relieved of any and all obligations under this
Lease from and after the date of the sale, assignment or transfer. From and
after said date, Tenant shall be bound to such purchaser, assignee or other
transferee, as the case may be, as though the latter had been the original
Landlord hereunder, provided that the purchaser, assignee or transferee agrees
to assume the obligations of Landlord hereunder.
25. INABILITY TO PERFORM.
This Lease and Tenant's obligation hereunder shall in no way be affected,
impaired or excused, nor shall Tenant have any claim against Landlord for
damages, because Landlord, due to Unavoidable Delays, is unable to fulfill any
of its obligations under this Lease, including, but not limited to, any
obligations to provide any services, repairs, replacements, alterations or
decorations or to supply any improvements, equipment or fixtures.
26. ESTOPPEL CERTIFICATES.
Tenant shall, without charge, within ten (10) days after receipt of any
request therefor, execute and deliver to Landlord a certificate stating: (i)
whether this Lease is unmodified and in full force and effect (or if there have
been modifications, that the Lease is in full force and effect and setting forth
all such modifications); (ii) whether there then exist any defenses against the
enforcement of any right of Landlord hereunder (and, if so, specifying the same
in detail); (iii) the dates to which rent and any other charges hereunder have
been paid by Tenant; (iv) that Tenant has no knowledge of any then uncured
defaults under this Lease (or, if Tenant has knowledge of any such defaults,
specifying the same in detail); (v) that Tenant has no knowledge of any event
that will or may result in the termination of this Lease (or if Tenant has such
knowledge, specifying the same in detail); (vi) the address to which notices to
Tenant are to be sent; and (vii) such other information as may be reasonably
requested. It is understood that any such certificate may be relied upon by
-21-
Landlord, any Mortgagee, prospective Mortgagee, Ground Lessor, prospective
Ground Lessor, or purchaser or prospective purchaser of the Land or the
Building.
27. COVENANT OF QUIET ENJOYMENT.
Landlord covenants that it has the right to make this Lease and that, if
Tenant shall pay all Rent and perform all of Tenant's other obligations under
this Lease, Tenant shall have the right, during the Term and subject to the
provisions of this Lease, to quietly occupy and enjoy the Premises without
hindrance by Landlord or its successors and assigns.
28. WAIVER OF JURY TRIAL.
Landlord and Tenant hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of them against the other with respect to any
matter arising out of or connected with this Lease.
29. BROKERS.
Landlord and Tenant each represents and warrants to the other that, except
as hereinafter set forth, neither of them has employed any broker in procuring
or carrying on any negotiations relating to this Lease. Landlord and Tenant
shall indemnify and hold each other harmless from any loss, claim or damage
relating to the breach of the foregoing representation and warranty. Landlord
recognizes only Xxxxxx Partners, Inc., as Tenant's agent, as broker with respect
to this Lease and agrees to be responsible for the payment of any leasing
commissions owed to said broker.
30. CERTAIN RIGHTS RESERVED BY LANDLORD.
Landlord shall have the following rights, exercisable without notice,
without liability for damage or injury to property, person or business and
without effecting an eviction, constructive or actual, or disturbance of
Tenant's use or possession of the Premises or giving rise to any claim for set-
off, abatement of Rent or otherwise:
A. To change the Building's name or street address.
B. To affix, maintain and remove any and all signs on the exterior and
interior of the Building.
C. To designate and approve, prior to installation, all window shades,
blinds, drapes, awnings, window ventilators, lighting and other similar
equipment to be installed by Tenant that may be visible from the exterior of the
Premises or the Building.
D. To decorate and make repairs, alterations, additions and improvements,
whether structural or otherwise, in, to and about the Building and any part
thereof, and for such purposes to enter the Premises, and, during the
continuance of any such work, to close temporarily doors, entry
-22-
ways, Common Areas in the Building and to interrupt or temporarily suspend
Building services and facilities, all without affecting Tenant's obligations
hereunder, as long as the Premises remain tenantable.
E. To grant to anyone the exclusive right to conduct any business or
render any service in the Building, provided Tenant is not thereby excluded from
uses expressly permitted herein.
F. To alter, relocate, reconfigure and reduce the Common Areas of the
Building, as long as the Premises remain reasonably accessible.
G. To alter, relocate, reconfigure, reduce and withdraw the Common Areas
located outside the Building, including parking and access roads, as long as the
Premises remain reasonably accessible.
H. To erect, use and maintain pipes and conduits in and through the
Premises.
Tenant shall use reasonable efforts to avoid unreasonable interference with
Tenant's business operations in the Premises during the course of Landlord's
exercise of its rights under this Section 30.
31. NOTICES.
No notice, request, approval, waiver or other communication which may be or
is required or permitted to be given under this Lease shall be effective unless
the same is in writing and hand-delivered, sent by registered or certified mail,
return receipt requested, first-class postage prepaid, or sent with charges
prepaid by a nationally recognized air courier service, addressed as follows:
If to Landlord:
c/o TrizecHahn Twinbrook Metro Limited Partnership
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Portfolio Manager - Twinbrook Metro Park
If to Tenant:
Prior to the Lease Commencement Date: After the Lease Commencement Date:
________________________________________ At the Premises
________________________________________ __________________________________
Attn: __________________________________ Attn: Xx. Xxxxx Xxxxx
---------------
or at any other address of which either party shall notify the other in
accordance with this Section. Such communications, if sent by registered or
certified mail, shall be deemed to have been given two (2) days after the date
of mailing, or if sent by a nationally recognized air courier service, shall be
-23-
deemed to have been given one (1) business day after the date of deposit of the
notice with such service. If any Mortgagee shall notify Tenant that it is the
holder of a Mortgage affecting the Premises, no notice, request or demand
thereafter sent by Tenant to Landlord shall be effective until a copy of same
shall be sent to such Mortgagee in the manner prescribed in this Section at such
address as such Mortgagee shall designate.
32. MISCELLANEOUS PROVISIONS.
A. Benefit and Burden: The provisions of this Lease shall be binding
upon, and shall inure to the benefit of, the parties hereto and each of their
respective successors and permitted assigns.
B. Governing Law: This Lease shall be construed and enforced in
accordance with the laws of the jurisdiction in which the Building is located.
C. No Partnership: Nothing contained in this Lease shall be deemed to
create a partnership or joint venture between Landlord and Tenant, or to create
any other relationship between the parties other than that of Landlord and
Tenant.
D. Delegation by Landlord: Wherever Landlord has the authority to take
any action under this Lease, Landlord shall have the right to delegate such
authority to others, and Landlord shall be responsible for the authorized
actions of such agents, employees and others, to the same extent as if Landlord
had taken such action itself.
E. Tenant Responsibility for Agents: In any case where Tenant is
responsible for performing or refraining from an act or for preventing an action
or result from occurring, Tenant shall also be responsible for any actions taken
or omitted by Tenant's agents, employees, business invitees, licensees,
contractors, subtenants, family members, guests and any other individuals or
entities present in the Building or on the Land at Tenant's invitation.
F. Invalidity of Particular Provisions: If any provision of this Lease or
the application thereof to any person, entity or circumstance shall, to any
extent, be held invalid or unenforceable, the remaining provisions and the
application of such invalid or unenforceable provisions to persons, entities and
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby. Each provision of this Lease shall be valid and
enforced to the fullest extent permitted by law.
G. Counterparts: This Lease may be executed in several counterparts, all
of which shall constitute one and the same document.
H. Entire Agreement: This Lease, and any exhibits and addenda attached
hereto, embody the entire agreement of the parties hereto, and no
representations, inducements or agreements, oral or otherwise, between the
parties not contained in this Lease or in the exhibits or addenda shall be of
-24-
any force or effect. No rights, privileges, easements or licenses are granted
to Tenant hereby, except as expressly set forth herein.
I. Amendments: This Lease may not be modified in whole or in part in any
manner other than by an agreement in writing.
J. Mortgagee's Performance: Tenant shall accept performance of any of
Landlord's obligations hereunder by any Mortgagee.
K. Limitation on Interest: In any case where this Lease provides for a
rate of interest that is higher than the maximum rate permitted by law, the rate
specified herein shall be deemed to equal, and the party designated as recipient
of such interest shall be entitled to receive, the maximum rate of interest
permitted by law.
L. Remedies Cumulative: All rights and remedies of Landlord shall be
cumulative and shall not be exclusive of any other rights or remedies of
Landlord hereunder or now or hereafter existing at law or in equity.
M. Annual Financial Statements: Within ten (10) days after a written
request by Landlord to Tenant, Tenant shall submit to Landlord an audited
financial statement covering the preceding Fiscal Year, which has been prepared
in accordance with generally accepted accounting principles by an independent
certified public accountant.
33. LENDER APPROVAL.
If the Mortgagee fails to give its consent to this Lease, Landlord shall
have the right, at its sole option, to terminate and cancel this Lease. Such
option shall be exercisable by Landlord by written notice to Tenant of such
termination, whereupon this Lease shall be deemed canceled and terminated, and
both Landlord and Tenant shall be relieved of any and all liabilities and
obligations hereunder.
34. PARKING.
Parking will be made available to Tenant pursuant to the provisions of
Exhibit E attached hereto.
35. SECURITY DEPOSIT.
A. Amount and Uses: Landlord acknowledges receipt from Tenant of Thirteen
Thousand Six Hundred Twelve and 17/100 Dollars ($13,612.17) (the "Security
Deposit"), to be held by Landlord as security for the payment of all Rent
payable by Tenant and for the faithful performance by Tenant of all other
obligations of Tenant under this Lease. Said Security Deposit shall be repaid
to Tenant after the termination of this Lease (or any renewal thereof), provided
Tenant shall have made all such payments and performed all such obligations
hereunder. Landlord shall not be
-25-
required to maintain the Security Deposit in a separate account. The Security
Deposit shall not be mortgaged, assigned, transferred or encumbered by Tenant
without the prior written consent of Landlord, and any such act shall be void.
Landlord may, at Landlord's option, appropriate and apply the entire Security
Deposit, or so much thereof as Landlord believes may be necessary, to compensate
Landlord for the payment of any past-due Rent and for loss or damage sustained
by Landlord due to any Default. In the event Landlord appropriates or applies
the Security Deposit in such a manner, Tenant, within five (5) days after notice
thereof, shall pay to Landlord an amount sufficient to restore the Security
Deposit to the original sum deposited. Tenant's failure to restore any such
deficiency shall constitute a Default hereunder. In the event of bankruptcy or
other debtor-creditor proceedings by or against Tenant, the Security Deposit
shall be applied first to the payment of Rent due Landlord for all periods prior
to the filing of such proceedings.
B. Transferability: In the event of a sale or transfer of Landlord's
interest in the Building or of the interest of any successor or assign of
Landlord, Landlord (or such successor or assign) shall have the right to
transfer the Security Deposit to any vendee or transferee and shall thereupon be
released automatically from any liability therefor. Tenant shall look solely to
the transferee for the return of the Security Deposit. No Mortgagee or
purchaser of any or all of the Building at any foreclosure proceeding shall
(regardless of whether the Lease is at the time subordinated to the lien of said
Mortgage) be liable to Tenant or any other person for any of such Security
Deposit, or any other payment made by Tenant hereunder, unless Landlord has
actually delivered said deposit or other such sum to such Mortgagee or
purchaser. In the event of any rightful and permitted assignment of Tenant's
interest in this Lease, the Security Deposit shall be deemed to be held by
Landlord as a deposit made by the assignee, and Landlord shall have no liability
to the assignor with respect to the return of the Security Deposit.
36. HAZARDOUS MATERIALS.
A. Definition. As used in this Lease, the term "Hazardous Material"
means any flammable items, explosives, radioactive materials, hazardous or toxic
substances, material or waste or related materials, including any substances
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "infectious wastes", "hazardous materials" or "toxic substances" now or
subsequently regulated under any federal, state or local laws, regulations or
ordinances including, without limitation, oil, petroleum-based products, paints,
solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different products and materials which are subsequently found to
have adverse effects on the environment or the health and safety of persons.
B. General Prohibition. Tenant shall not cause or permit any Hazardous
Material to be generated, produced, brought upon, used, stored, treated,
discharged, released, spilled or disposed of on, in under or about the Premises,
the Building, or the Land (hereinafter referred to collectively as the
"Property") by Tenant, its affiliates, agents, employees, contractors,
subtenants, assignees or invitees. Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all actions (including, without
limitation, remedial or enforcement actions of any kind, administrative or
judicial proceedings, and orders or judgments arising out of or resulting
therefrom), costs, claims,
-26-
damages (including without limitation, attorneys', consultants', and experts'
fees, court costs and amount paid in settlement of any claims or actions),
fines, forfeitures or other civil, administrative or criminal penalties,
injunctive or other relief (whether or not based upon personal injury, property
damage, or contamination of, or adverse effects upon, the environment, water
tables or natural resources), liabilities or losses arising from a breach of
this prohibition by Tenant, its affiliates, agents, employees, contractors,
subtenants, assignees or invitees.
C. Notice. In the event that Hazardous Materials are discovered upon, in,
or under the Property, and any governmental agency or entity having jurisdiction
over the Property requires the removal of such Hazardous Materials, Tenant shall
be responsible for removing those Hazardous Materials arising out of or related
to the use or occupancy of the Property by Tenant or its affiliates, agents,
employees, contractors, subtenants, assignees or invitees but not those of its
predecessors. Notwithstanding the foregoing, Tenant shall not take any remedial
action in or about the Property or any portion thereof without first notifying
Landlord of Tenant's intention to do so and affording Landlord the opportunity
to protect Landlord's interest with respect thereto. Tenant immediately shall
notify Landlord in writing of: (i) any spill, release, discharge or disposal of
any Hazardous Material in, on or under the Property or any portion thereof; (ii)
any enforcement, cleanup, removal or other governmental or regulatory action
instituted, contemplated, or threatened (if Tenant has notice thereof) pursuant
to any laws respecting Hazardous Materials; (iii) any claim made or threatened
by any person against Tenant or the Property or any portion thereof relating to
damage, contribution, cost recovery, compensation, loss or injury resulting from
or claimed to result from any Hazardous Materials; and (iv) any reports made to
any governmental agency or entity arising out of or in connection with any
Hazardous Materials in, on under or about or removed from the Property or any
portion thereof, including any complaints, notices, warnings, reports or
asserted violations in connection therewith. Tenant also shall supply to
Landlord as promptly as possible, and in any event within five (5) business days
after Tenant first receives or sends the same, copies of all claims, reports,
complaints, notices, warnings or asserted violations relating in any way to the
Premises, the Property or Tenant's use or occupancy thereof.
D. Survival. The respective rights and obligations of Landlord and
Tenant under this Section 36 shall survive the expiration or earlier termination
of this Lease.
37. RELOCATION OF TENANT.
Landlord reserves the right at any time prior to Tenant's possession of the
Premises, to relocate Tenant to any other space within the Building as Landlord
deems necessary or advisable. It is further understood and agreed that Landlord
shall have the right, at any time during the Term and at its sole cost and
expense, to relocate Tenant to other premises within the Building (the
"Relocation Space"). Landlord shall provide written notice to Tenant of the
relocation to the Relocation Space not less than sixty (60) days prior to such
relocation. Tenant agrees to execute, upon Landlord's request, an amendment to
this Lease documenting the change in location. All other terms and provisions
of this Lease shall remain in full force and effect.
-27-
In the event that Tenant fails or refuses to relocate to the Relocation
Space at the end of the aforesaid 60-day period, Landlord shall have the right
to terminate this Lease by giving ten (10) days' written notice of termination
to Tenant.
38. NO RECORDATION.
Tenant shall not record or attempt to record this Lease or any memorandum
hereof in any public records without the prior written approval of Landlord,
which may be denied in Landlord's sole and absolute discretion. In the event
that Landlord grants its approval to record this Lease or a memorandum hereof,
Tenant shall pay all recordation fees, taxes and charges in connection with such
recordation.
39. LANDLORD'S TERMINATION OPTION.
Notwithstanding anything in this Lease to the contrary, Landlord shall have
the right, exercisable at Landlord's sole option, to terminate this Lease at any
time after the last day of the eighteenth (18th) month of the Term, said right
of Landlord to be exercisable by giving written notice thereof to Tenant, which
written notice shall set forth a date of termination which is at least sixty
(60) days after the date of such notice (which written notice may be given prior
to the last day of the eighteenth (18th) month of the Term, but shall not expire
prior to a date which is both after the last day of the eighteenth (18th) month
of the Term and at least sixty (60) days after the date of such notice), in
which event this Lease shall terminate on the date set forth in such notice from
Landlord to Tenant as if such date were the date originally fixed herein for the
expiration of the Term hereof, and neither party shall have any obligations
hereunder accruing after the date of such termination.
40. TENANT'S TERMINATION OPTION.
Notwithstanding anything in this Lease to the contrary, Tenant shall have
the right, exercisable at Tenant's sole option, to terminate this Lease at any
time after the last day of the twelfth (12th) month of the Term, said right of
Tenant to be exercisable by giving written notice thereof to Landlord, which
written notice shall set forth a date of termination which is at least ninety
(90) days after the date of such notice (which written notice may be given prior
to the last day of the twelfth (12th) month of the Term, but shall not expire
prior to a date which is both after the last day of the twelfth (12th) month of
the Term, and at least ninety (90) days after the date of such notice), in which
event this Lease shall terminate on the date set forth in such notice from
Tenant to Landlord as if such date were the date originally fixed herein for the
expiration of the Term hereof, and neither party shall have any obligations
hereunder accruing after the date of such termination; provided, however, that
if the termination date specified in Tenant's notice is after the last day of
the eighteenth (18th) month of the Term, Tenant shall be obligated to provide
sixty (60) days' notice of termination [instead of ninety (90) days notice].
-28-
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal
as of the day and year first above written.
WITNESS: LANDLORD:
TRIZECHAHN TWINBROOK METRO LIMITED
PARTNERSHIP, a Maryland limited partnership
By: TH Twinbrook Metro LLC, a Maryland
limited liability company, its General
Partner
/s/ By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------
Its: Vice President
-----------------------------
ATTEST: TENANT:
[Corporate Seal] GENVEC, INC., a Delaware corporation
/s/ Xxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
---------------------------- ------------------------------
Its:
----------------------------------------
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EXHIBIT A
[Description To Be Provided]
A-1
EXHIBIT B
DECLARATION BY LANDLORD AND TENANT
AS TO DATE OF DELIVERY AND ACCEPTANCE OF
POSSESSION, LEASE COMMENCEMENT DATE, ETC.
THIS DECLARATION is hereby attached to and made a part of the Lease dated
the ____ day of ________________, 98, entered into by and between TRIZECHAHN
TWINBROOK METRO LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, as Landlord
and GENVEC, INC., A DELAWARE CORPORATION, as Tenant. All terms used in this
Declaration have the same meaning as they have in the Lease.
(i) Landlord and Tenant do hereby declare that possession of the Premises
was accepted by Tenant of the 23rd day of April, 1998;
(ii) As of the date hereof, the Lease is in full force and effect, and
Landlord has fulfilled all of its obligation under the Lease required to be
fulfilled by Landlord on or prior to said date;
(iii) The Lease Commencement Date is hereby established to be April 23,
1998; and
(iv) The Lease Expiation Date is hereby established to be April 22, 2000,
unless the Lease is sooner terminated pursuant to any provision thereof.
WITNESS: LANDLORD:
TRIZECHAHN TWINBROOK METRO LIMITED
PARTNERSHIP, a Maryland limited partnership
By: TH Twinbrook Office LLC, a Maryland limited
liability company, its General Partner
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------
Its: Vice President
-------------------------------------
ATTEST TENANT:
[Corporate Seal] GENVEC, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-------------------------- -----------------------------------------
Its: President and CEO
----------------------------------------
[NOTE: NOT TO BE EXECUTED AT TIME OF EXECUTION OF LEASE]
---
B-1
EXHIBIT C
[Intentionally omitted.]
C-1
EXHIBIT D
RULES AND REGULATIONS
The following rules and regulations have been formulated for the safety and
well-being of all the tenants of the Building. Adherence to these rules and
regulations by each and every tenant contributes to safe occupancy and quiet
enjoyment of the Building. Any violation of these rules and regulations by any
tenant which continues after notice from Landlord shall be a Default under such
tenant's lease, at the option of Landlord.
Landlord may, upon request by any tenant, waive compliance by such tenant
of any of the following rules and regulations, provided that (a) no waiver shall
be effective unless signed by Landlord or Landlord's authorized agent, (b) no
such waiver shall relieve any tenant from the obligation to comply with such
rule or regulation in the future, unless expressly consented to by Landlord, and
(c) no such waiver granted to any tenant shall relieve any other tenant from the
obligation of complying with said rule or regulation unless such other tenant
has received a similar waiver in writing from Landlord.
1. The sidewalks, entrances, passages, courtyards, elevators, vestibules,
stairways, corridors, halls and other parts of the Building not occupied by any
tenant (hereinafter "Common Areas") shall not be obstructed or encumbered by any
tenant or used for any purposes other than ingress and egress to and from the
tenant's premises. No tenant shall permit the visit to its premises of persons
in such numbers or under such conditions as to interfere with the use and
enjoyment of the Common Areas by other tenants.
2. No awnings or other projections shall be attached to the outside walls
of the Building without the prior written consent of Landlord. No drapes,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of a tenant's premises, without the prior written
consent of Landlord. Such awnings, projections, curtains, blinds, screens and
other fixtures shall be of a quality, type, design and color acceptable to
Landlord and shall be attached in a manner approved by Landlord.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the outside or inside
of the tenant's premises or in the Building without the prior written consent of
Landlord. In the event of any violation of the foregoing by any tenant,
Landlord may remove the same without any liability and may charge the expense
incurred by such removal to the tenant or tenants responsible for violating this
rule. All interior signs on the doors and directory tablet of the Building
shall be inscribed, painted or affixed by Landlord at the expense of each
tenant, and shall be of a size, color and style acceptable to Landlord.
4. No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the Common Areas without
the prior written consent of Landlord.
D-1
5. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein. No tenant
shall throw anything out of the doors or windows or down any corridors of
stairs.
6. There shall be no marking, painting, drilling into or other form of
defacing of or damage to any part of a tenant's premises or the Building. No
boring, cutting or stringing of wires shall be permitted. No tenant shall
construct, maintain, use or operate within its premises or elsewhere within or
on the outside of the Building, any electrical device, wiring or apparatus in
connection with a loud speaker system or other sound system. Upon prior written
approval by Landlord, a tenant may install Muzak or other internal music system
within the tenant's premises if the music system cannot be heard outside of the
premises.
7. No tenant shall make or permit to be made any disturbing noises or
disturb or interfere with the occupants of the Building or neighboring buildings
or premises or those having business with them, whether by the use of any
musical instrument, radio, tape recorder, whistling, singing or any other way.
8. No bicycles, vehicles, animals, birds or pets of any kind shall be
brought into or kept in or about a tenant's premises or in the Building.
9. No cooking shall be done or permitted by any tenant on its premises,
except that, with Landlord's prior written approval (including approval of plans
and specifications therefore), a tenant may install and operate for convenience
of its employees a lounge or coffee room with a microwave, sink and
refrigerator; provided that in so doing the tenant shall comply with all
applicable building code requirements and any insurance or other requirements
specified by Landlord. No tenant shall cause or permit any unusual or
objectionable odors to originate from its premises.
10. No space in or about the Building shall be used for the manufacture,
storage, sale or auction of merchandise goods or property of any kind.
11. No tenant shall buy or keep in the Building or its premises any
inflammable, combustible or explosive fluid, chemical or substance.
12. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanisms thereof. The doors leading to the corridors or main
halls shall be kept closed during business hours except as they may be used for
ingress and egress. Each tenant shall, upon the termination of its tenancy,
return to Landlord all keys used in connection with its premises, including any
keys to the premises, to rooms and offices within the premises, to storage rooms
and closets, to cabinets and other built-in furniture, and to toilet rooms,
whether or not such keys were furnished by Landlord or procured by the tenant,
and in the event of the loss of such keys, such tenant shall pay to Landlord the
cost of replacing the locks. On termination of a tenant's lease, the tenant
shall disclose to Landlord the combination of all locks for safes, safe cabinets
and vault doors, if any, remaining in the premises.
D-2
13. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description, must take place in such manner and
during such hours as Landlord may require. Landlord reserves the right (but
shall not have the obligation) to inspect all freight brought into the Building
and to exclude from the Building all freight which violates any of these rules
and regulations or any provision of any tenant's lease.
14. Any person employed by any tenant to do janitorial work within the
tenant's premises must obtain Landlord's approval prior to commencing such work,
and such person shall comply with all instructions issued by the superintendent
of the Building while in the Building. No tenant shall engage or pay any
employees on the tenant's premises or in the Building, except those actually
working for such tenant on said premises.
15. No tenant shall purchase spring water, ice, coffee, soft drinks,
towels or other like merchandise or service from any company or person who has,
in Landlord's opinion committed violations of Building regulations or caused a
hazard or nuisance to the Building and/or its occupants.
16. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation or
desirability of the Building as a building for offices and, upon written notice
from Landlord, such tenant shall refrain from and discontinue such advertising.
17. Landlord reserves the right to exclude from the Building at all times
any person who is not known or does not properly identify himself to the
Building's management or its agents. Landlord may at its option require all
persons admitted to or leaving the Building to register between the hours of 6
p.m. and 8 a.m., Monday through Friday, and all times on Saturdays, Sundays and
holidays. Each tenant shall be responsible for all persons for whom it
authorized entry into the Building, and shall be liable to Landlord for all acts
of such persons.
18. Each tenant shall see that all lights are turned off before closing
and leaving its premises at any time.
19. The requirements of tenants will be attended to only upon application
at the office of the Building. Building employees have been instructed not to
perform any work or do anything outside of their regular duties, except with
special instructions from the management of the Building.
20. Canvassing, soliciting and peddling in the Building is prohibited, and
each tenant shall cooperate to prevent the same.
21. No water cooler, plumbing or electrical fixture shall be installed by
tenant without Landlord's prior written consent.
D-3
22. No hand trucks, except those equipped with rubber tires and side
guards, shall be used to deliver or receive any merchandise in any space or in
the Common Areas of the Building, either by tenant or its agents or contractors.
23. Access plates to under floor conduits shall be left exposed. Where
carpet is installed, carpet shall be cut around the access plates.
24. Mats, trash and other objects shall not be placed in the public
corridors.
25. At least once a year, each tenant at its own expense shall clean all
drapes installed by Landlord for the use of the tenant and any drapes installed
by the tenant which are visible from the exterior of the Building.
26. Landlord shall not maintain suite finishes which are non-standard such
as kitchens, bathrooms, wallpaper, special lights, etc. However, should the
need for repairs arise, Landlord shall arrange for the work to be done at
tenant's expense.
27. Landlord's employees are prohibited from receiving articles delivered
to the Building and, if any such employee receives any article for any tenant,
such employee shall be acting as the agent of such tenant for such purposes.
28. No smoking shall be permitted in any of the Common Areas of the
Building or in the tenant's premises. All cigarettes and related trash shall be
disposed of in trash receptacles and not on the sidewalk, parking lot or grass.
D-4
EXHIBIT E
PARKING
1. AVAILABILITY; RENT.
Landlord agrees that it will provide to Tenant sufficient space to park
nineteen (19) automobiles, either in the parking lot of the Building or as
otherwise provided, without additional cost to Tenant beyond the payment of Rent
under the Lease, which parking spaces will be labeled as being for use by
Tenant. Landlord reserves the right to institute either a valet or self-parking
system; provided, however, that if at any time during the Term of the Lease
Landlord provides to Tenant any additional spaces, Landlord shall at all times
have the right to reclaim such spaces upon thirty (30) days' notice to Tenant.
2. REGULATIONS; LIABILITY.
Tenant and its employees, agents and invitees shall observe reasonable
safety precautions in the use of the parking lot and shall at all times abide by
all rules and regulations promulgated by Landlord and/or the parking lot
operator governing use of the parking lot. Landlord does not assume any
responsibility for, and shall not be held liable for, any damage or loss to any
automobiles parked in the parking lot or to any personal property located
therein, or for any injury sustained by any person in or about the parking lot.
E-1
