Exhibit 10.3
LEASE BETWEEN
ASP WASHINGTON, L.L.C.
AND
Integral Systems, Inc.
----------------------
Date:
Building: 5200 & 0000 Xxxxxxxxxxxx Xxx
----------------------------
Xxxxxx, XX 00000
WBP #11 & WBP #16
-NET-
Table of Contents
1. Access.................................. 12
2. Accord and Satisfaction................. 12
3. Amendment............................... 14
4. Applicable Law.......................... 17
5. Assignment, Letting, Subletting......... 08
6. Attorney's Fees......................... 14
7. Binding Effect.......................... 15
8. Broker's Indemnification................ 17
9. Building Services....................... 04
10. Casualty................................ 08
11. Construction Conditions................. 11
12. Condemnation............................ 10
13. Entire Agreement........................ 18
14. Estoppel Certificate.................... 16
15. Holdover Tenancy........................ 14
16. Improvements and Alterations by Tenant.. 08
17. Insurance; Indemnity.................... 05
18. Landlord's Reserved Rights.............. 15
19. Liens and Insolvency.................... 10
20. Limitation of Landlord's Liability...... 15
21. Notices................................. 15
22. Occupancy: Lease Commencement Date...... 10
23. Parking................................. 12
24. Quiet Enjoyment, Inability to Perform... 13
25. Relocation.............................. 10
26. Removal of Property..................... 13
27. Rent.................................... 02
28. Repairs................................. 07
29. Riders and Attachments.................. 15
30. Rules and Regulations................... 11
31. Security Deposit........................ 04
32. Severability............................ 16
33. Signs................................... 12
34. Subordination........................... 17
36. Tenant's Default........................ 12
36. Tenant's Property....................... 07
37. Terms and Definitions................... 01
38. Time.................................... 17
39. Use of Leased Premises.................. 05
40. Uses.................................... 02
41. Utilities............................... 04
42. Waiver.................................. 17
43. Waiver of Subrogation................... 07
44. Waiver of Jury Trail.................... 17
LIST OF SCHEDULES
1. NOT APPLICABLE
2. Rules and Regulations
3. Work Letter
4. Certificate of Acceptance
LIST OF EXHIBITS
Exhibit A Demised Premises
Exhibits B & C Site & Parking Plan
Exhibit D Tenant's Estimated Share of Operating Expenses
Exhibit E HVAC Maintenance Schedule
Exhibit F Declaration of Covenants
Exhibit G Subordination, Nondisturbance and Attornment Agreement
Exhibit H Right of First Offer at 0000 Xxxxxxxxxxxx Xxx
Exhibit H-1 Plan for plus or minus 5,000 sf ROFO space at 0000
Xxxxxxxxxxxx Xxx
Exhibit I Right of First Offer at 0000 Xxxxxxxxxxxx Xxx
Exhibit I-1 Plan for plus or minus 10,521 sf ROFO space at 0000
Xxxxxxxxxxxx Xxx
LEASE
This Lease is made between Integral Systems, Inc. whose address is 5000
----------------------- ----
Xxxxxxxxxxxx Xxx, Xxxxx X, Xxxxxx, Xxxxxxxx 00000 ("Tenant") and ASP WASHINGTON,
--------------------------------------------------
L.L.C., whose address is 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000, ("Landlord") on this ______, day of _________, 1999.
1. TERMS AND DEFINITIONS
---------------------
A. "Leased Premises" shall mean the 46,700 square feet at 5000
--------------------------
Philadelphia Way and 20,000 square feet at 0000 Xxxxxxxxxxxx Xxx for a
----------------------------------------------------------------------
total of 66,700 sf, as described in Exhibit A attached hereto and made a
-------------------
part hereof.
B. "Building" shall mean the multi-tenant buildings located at 5000 and
------------- --------
0000 Xxxxxxxxxxxx Xxx at the development in Lanham, Maryland.
--------------------- ----------------
C. "Project" shall mean the WASHINGTON BUSINESS PARK located in Lanham,
-------------------------
Maryland.
D. "Lease Commencement Date" shall mean the earlier of 10 days after
----------------------------
substantial completion or the date on which Tenant opens for business
---------------------------------------------------------------------
from within the Premises or as may be adjusted pursuant to paragraph 17
-------------------------
below. The Scheduled Lease Commencement Date is anticipated to be June 1,
------------------------------------------------------------------
1999. Landlord shall use reasonable efforts to make the 20,000 square
---------------------------------------------------------------------
feet at 0000 Xxxxxxxxxxxx Xxx available as of March 15, 1999 and Tenant
-----------------------------------------------------------------------
shall pay Operating Expenses only on this space through May 31, 1999, and
-------------------------------------------------------------------------
thereafter pay the Total Rent.
------------------------------
E. "Lease Term" shall mean 120 months from the Lease Commencement Date
---
and the Lease Termination Date shall mean May 31, 2009.
------------
F. "Base Rent" shall mean $ (See Rent Schedule on Page 1-A) per year,
----------------------------------
payable for the convenience of Tenant each month in installments of as
--
noted on Page 1-A.
------------------
G. "Tenant's Estimated Share of Operating Expenses" shall mean $ (See
------
Rent Schedule on Page 1-A) through the end of the current calendar year
--------------------------
and shall be adjusted annually on the calendar year thereafter and
payable pursuant to the terms of paragraph 3.
H. "Tenant's Total Square Footage" shall mean 66,700 Square Feet
------------------
comprised of 46,700 Square Feet at 0000 Xxxxxxxxxxxx Xxx plus 20,000
--------------------------------------------------------------------
Square Feet at 0000 Xxxxxxxxxxxx Xxx;
-------------------------------------
a. "Total Building Square Footage at 0000 Xxxxxxxxxxxx Xxx" shall
--------------------------------------------------------------
mean 94,821 square feet, "Tenant's Prorata Share at 5000
--------------------------------------------------------
Philadelphia Way" shall mean 49,2507%.
--------------------------------------
b. "Total Building Square Footage at 0000 Xxxxxxxxxxxx Xxx" shall
--------------------------------------------------------------
mean 52,786 square feet; "Tenant's Prorata Share at 5200
--------------------------------------------------------
Philadelphia Way" shall mean 37.8888%.
--------------------------------------
I. "Deposit" shall mean within two (2) business days after receipt of an
------------------------------------------------
executed copy of this agreement, Tenant shall provide to Landlord an
--------------------------------------------------------------------
irrevocable Letter of Credit ("LOC") drawn upon an FDIC insured bank with
-------------------------------------------------------------------------
offices in the Washington D.C. area that is reasonably acceptable to
--------------------------------------------------------------------
Landlord. Said LOC shall be in the amount of $350,000.00 and shall be
----------------------------------------------------------------------
valid for a period of ten (10) years. Subsequent to the second (2nd)
---------------------------------------------------------------------
lease year, Tenant may replace the original LOC with a new LOC in the
---------------------------------------------------------------------
amount of $310,000.00 which shall be valid for no less than the remaining
-------------------------------------------------------------------------
lease term and upon the expiration of each subsequent lease year, the
---------------------------------------------------------------------
then current LOC may be replaced by a new LOC reduced by $40,000.00 until
-------------------------------------------------------------------------
the end of the sixth (6th) lease year at which point Tenant may replace
-----------------------------------------------------------------------
the then current LOC with a $150,000.00 LOC that shall remain in place
----------------------------------------------------------------------
until 30 days after the expiration of the ten (10) year lease term. Each
-------------------------------------------------------------------------
LOC shall stipulate that it may be redeemed by Landlord upon an Event of
------------------------------------------------------------------------
Default by Tenant or if not replaced by Tenant within 30 days of its
--------------------------------------------------------------------
expiration.
-----------
RENTAL SCHEDULE PAGE 1-A
WBP #11 WBP #16
Operating Operating
Monthly Expenses Expenses Total Rent/Monthly
Period $/S.F. Base Rent 20,000 SF 46,700 SF Base Rent + Estimated Operating Expenses (WBP #11 & #16)
----------------------- ------ ---------- ------------- ------------- --------------------------------------------------------
06/01/99 - 05/31/2000 10.10 $56,139.17 $1.95/SF $1.75/SF $56,139.17 + 3,250.00 + 6,810.42 = $66,199.59
06/01/00 - 05/31/2001 10.40 $57,806.67 Adj. Annually Adj. Annually $57,806.67 + Annually Adjusted Operating Expenses
06/01/01 - 05/31/2002 10.72 $59,585.33 Adj. Annually Adj. Annually $59,585.33 + Annually Adjusted Operating Expenses
06/01/02- 05/31/2003 11.04 $61,364.00 Adj. Annually Adj. Annually $61,364.00 + Annually Adjusted Operating Expenses
06/01/03 - 05/31/2004 11.37 $63,198.25 Adj. Annually Adj. Annually $63,198.25 + Annually Adjusted Operating Expenses
06/01/04 - 05/31/2005 11.71 $65,088.08 Adj. Annually Adj. Annually $65,088.08 + Annually Adjusted Operating Expenses
06/01/05 - 05/31/2006 12.06 $67,033.50 Adj. Annually Adj. Annually $67,033.50 + Annually Adjusted Operating Expenses
06/01/06 - 05/31/2007 12.42 $69,034.50 Adj. Annually Adj. Annually $69,034.50 + Annually Adjusted Operating Expenses
06/01/07 - 05/31/2008 12.79 $71,091.08 Adj. Annually Adj. Annually $71,091.08 + Annually Adjusted Operating Expenses
06/01/08 - 05/31/2009 13.18 $73,258.83 Adj. Annually Adj. Annually $73,258.83 + Annually Adjusted Operating Expenses
**NOTE** Landlord shall use reasonable efforts to make the 20,000 square feet
at 0000 Xxxxxxxxxxxx Xxx available as of March 15, 1999 and Tenant
---------------
shall pay Operating Expenses only on this space through May 31, 1999
and thereafter pay the Total Rent.
J. "Permitted Purpose" shall mean use of the Leased Premises as office
---------
and labs for computer and engineering services and sales.
---------------------------------------------------------
K. "The Broker of Record" shall mean Hyatt Real Estate 0000 Xxxx
---------------------------
Xxxxxx, Xxxxxxxxx, XX 00000.
---------------------------
L. "Authorized Number of Parking Spaces" shall mean 170 spaces at 5000
------------------
Philadelphia Way and 110 spaces at 0000 Xxxxxxxxxxxx Xxx.
---------------------------------------------------------
M. It is understood and agreed that the Lease dated April 1, 1987, as
------------------------------------------------------------------
amended August 31, 1990, December 31, 1991 and February 28, 1994 between
------------------------------------------------------------------------
the parties hereto for the premises at 0000-X Xxxxxxxxxxxx Xxx will
-------------------------------------------------------------------
become null and void upon the commencement date of this Lease.
--------------------------------------------------------------
2. USES
----
A. Tenant agrees continuously to use and occupy the Leased Premises for the
Permitted Purpose only, and for no other purpose. Tenant covenants to comply
with the provisions of all recorded covenants, conditions and restrictions,
including but not limited to the Declaration of Restrictive Easements and
Covenants recorded on July 14, 1975 a copy of which has been provided to Tenant,
--------------------------------------------
and all building, zoning, fire and other governmental laws, ordinances,
regulations or rules applicable to the Leased Premises and all requirements of
the carriers of insurance covering the Project. Tenant shall not do or permit
anything to be done in or about the Leased Premises, or bring or keep anything
in the Leased Premises that may increase the fire and extended coverage
insurance premium upon the Building; that may injure the Building; may
constitute waste; or be a nuisance, public or private, or menace to tenants of
adjoining premises or anyone else.
B. Tenant agrees that it has determined to Tenant's satisfaction that the
Leased Premises can be used for the purpose for which they are leased and waives
any right to terminate this lease in the event the Leased Premises cannot be
used for such purposes or for any reason may not be used for such purposes
during the Lease Term.
C. By taking possession hereunder, on the Lease Commencement Date Tenant
-------------------------------
shall have acknowledged that it has examined the Leased Premises and accepts the
same as being in the condition called for by this lease.
3. RENT
----
A. Tenant covenants and agrees to pay to Landlord during the term of this
lease (at the placed specified for notice in paragraph 29 below) the Base Rent
without deduction or set off, payable for the convenience of Tenant each month,
in advance on the first day of each calendar month. Tenant also covenants and
agrees to pay to Landlord the Additional Rent as described in paragraph 3C
below. (Base Rent and Additional Rent, together with other amounts which may be
payable by Tenant to Landlord under this lease shall sometimes be referred to
collectively as "Rent"). Rent for any fractional calendar month, at the
beginning or end of the term, shall be that proportion of the monthly
installment which the number of days during such month bears to the total number
of days in the month. Rent not paid within 10 days of when due shall be subject
------------------ ----------
to a 5% late penalty and begin to bear interest on the date when due, after
------------------------- -----
applicable grace periods, at a rate of 3% over Wall Street Journal Prime per
-------------------------- -------------------------------------
annum or the lawful penalty interest allowed in Maryland, whichever is lower.
------
B. (i) For purposes of this lease, "lease year" shall mean each successive
twelve consecutive month period, beginning from January 1 of the year following
-------------------------------
commencement. All Operating Costs will be prorated during the commencement year
-------------------------------------------------------------------------------
from the commencement date until December 31.
---------------------------------------------
C. (i) In addition to the Base Rent, the Tenant shall pay Tenant's Prorata
Share of Building Operating Costs. Building Operating Costs shall be all
expenses relating to the Building including, but not limited to, real estate
taxes, sales, franchise, business, corporation or any other taxes (except income
taxes) based on rents, Landlord's insurance (as defined in paragraph 7 below),
utilities not separately metered to individual tenants, maintenance, except
where otherwise provided, repairs, operating supplies, building services, snow
removal, landscaping, litter removal, tools, materials, labor for management and
maintenance, re-surfacing, re-painting and re-striping of parking areas, car
stops and security. They will not include monies spent for legal services, tax
accounting, interest, depreciation, executive salaries or expenditures of a
capital nature (except to the extent that such expenses otherwise cause a
reduction of the Building Operating Costs without a reduction of services; in
such case, that part of the capital expense attributable to the lease year under
good accounting practices shall be included in the Building Operating Costs).
(ii) In addition to the Base Rent, the Tenant shall also pay Tenant's
Prorata Share of Project Operating Costs. Project Operating Costs shall include
all expenses relating to that part of the Project which has been improved with
buildings owned by Landlord and for which services are rendered which are shared
in common with the Building (but not relating to the Building, other buildings
or vacant land in the Project) including, but not limited to, maintenance,
repairs, operating supplies, property management and servicing, snow removal,
landscaping and security. They will not include monies spent for legal services,
tax accounting, interest, depreciation, executive salaries or expenditures of a
capital nature (except to the extent that such expenses otherwise cause a
reduction of the Operating Costs without a reduction of services; in such case,
that part of the capital expense attributable to the lease year under good
accounting practices shall be included in the Operating Costs). (Tenant's Share
of Building and Project Operating Costs will sometimes be referred to herein as
"Additional Rent").
D. Tenant shall pay monthly, in addition to the Base Rent, Tenant's Estimated
Share of Operating Costs which shall represent Landlord's best estimate as to
the amount of Tenant's Prorata Share of Building and Project Operating Costs.
Exhibit D attached hereto sets forth Landlord's estimate of the Operating Costs.
THE INFORMATION SET FORTH IN EXHIBIT D SHALL NOT BE BINDING UPON LANDLORD AND
SHALL IN NO WAY LIMIT TENANT'S OBLIGATION TO PAY ADDITIONAL RENT AS DESCRIBED
ABOVE. Annually or from time to time but not more frequently than annually,
-------------------------------------
after assessing past actual and estimated operating cost data, the Landlord may
adjust the monthly operating cost payment provided for herein upward or downward
to reflect more accurately anticipated monthly costs. All payments due at least
20 days after the revision notice shall be made at the new rate.
As of the close of each calendar year, Landlord shall compute the actual cost
of operating the Building and the Project for the previous twelve-month period
----------------
(if the Building has been operating for less than twelve months, the cost of
operating the Building for a year shall be determined by dividing the actual
operating costs by the number of days of actual operation and multiplying by
365). Landlord shall deliver to Tenant notice of such cost and the amount due,
if any, from Tenant no later than April 15 of the year immediately subsequent to
the year to which such costs relate. Tenant shall reimburse Landlord within 30
days after notice of any deficiency between estimated operating costs paid and
actual costs incurred. In the event of overpayment by Tenant, the Landlord shall
apply the excess to the next successive installments of Rent due hereunder
unless there are no further rent payments due from Tenant, in which case
Landlord shall pay such excess to Tenant within 30 days of notice.
Landlord shall, upon Tenant's request, deliver to Tenant a written accounting
showing how Operating Costs were calculated for the Building and/or Project.
----------------
Any statement of actual Operating Costs provided by Landlord to Tenant pursuant
-------------------------------------------------------------------------------
to 3.D above shall be prepared in accordance with generally accepted accounting
-------------------------------------------------------------------------------
principles, detailing the Operating Costs for the calendar year. Such statement
--------------------------------------------------------------------------------
shall detail Landlord's expenses pursuant to this Lease and shall be accompanied
--------------------------------------------------------------------------------
by a written statement executed by a financial officer of Landlord stating that
-------------------------------------------------------------------------------
the calculations on all statements have been completed inn accordance with the
------------------------------------------------------------------------------
requirements of this Lease. Tenant shall have the right, to be exercised by
---------------------------------------------------------------------------
notice to Landlord within sixty days after receipt of the foregoing statement,
------------------------------------------------------------------------------
and completed within sixty days thereafter, either itself or with the assistance
--------------------------------------------------------------------------------
of accountants or other consultants, to audit and/or inspect Landlord's books
-----------------------------------------------------------------------------
and records pertaining to Operating Costs for such calendar year. If there has
------------------------------------------------------------------------------
been an error in Landlord's statement (as determined by the mutual agreement of
-------------------------------------------------------------------------------
the parties or a final judicial order of a court having proper jurisdiction
---------------------------------------------------------------------------
thereof), then Landlord shall return to Tenant the amount of any overpayment
----------------------------------------------------------------------------
together with interest thereon from the date of payment to the date of return at
--------------------------------------------------------------------------------
the rate of ten percent (10%) per annum. If Tenant's audit and/or inspection
--------------------------------- ------------------------------------------
proves that Landord's calculation of Tenant's share of Operating Costs for any
------------------------------------------------------------------------------
audit and/or inspection for any calendar year was overstated by more than five
------------------------------------------------------------------------------
percent (5%) for such calendar year, then Landlord shall pay Tenant's reasonable
--------------------------------------------------------------------------------
audit and/or inspection fees applicable thereto. In no event shall Tenant's
----------------------------------------------------------------------------
share of Operating Costs for any calendar year, when added to the total amount
------------------------------------------------------------------------------
of Operating Costs passed through to all tenants of the Building exceed the
---------------------------------------------------------------------------
total actual Operating Costs incurred by Landlord for such calendar year.
-------------------------------------------------------------------------
4. SECURITY DEPOSIT
----------------
Tenant shall, pursuant to Paragraph I on Page 1, pay to Landlord the Deposit
=============================================
as security for performance of Tenant's obligations. Within thirty (30) days
-----------------------
after the expiration of the Term if Tenant is not in default under the Lease,
-----------------------------------------------------------------------------
Landlord shall return the Security Deposit less any portion thereof which has
-----------------------------------------------------------------------------
been applied or retained to cure any default or damage to the property.
----------------------------------------------------------------------
Landlord may, but is not obligated to, apply a portion of the deposit to cure
any default hereunder and Tenant on notice shall replenish the amount necessary
to provide the full deposit.
5. UTILITIES
---------
Tenant shall be solely responsible for and promptly pay all charges for heat,
gas, electricity and other utilities used or consumed and metered on the Demised
Premises. Landlord shall not be liable to Tenant for interruption in or
curtailment of any utility service, nor shall such interruption or curtailment
constitute a constructive eviction or grounds for rental abatement (except to
the extent Landlord may receive proceeds from rent abatement insurance for the
Demised Premises) in whole or in part.
6. BUILDING SERVICES
-----------------
Landlord agrees to maintain all parking and exterior areas, which
maintenance shall include lighting, gardening, cleaning, sweeping and painting.
Landlord shall maintain and repair the exterior of the Building, its structural
portions and the roof. All work performed by or on behalf of Landlord shall be
-------------------------------------------------------
conducted in a good and workmanlike manner.
-------------------------------------------
Landlord shall not be liable in any event, nor shall Rent be abated, because
of interruption of Building Services for causes beyond Landlord's reasonable
---------------------------------------
control. If Building Services are interrupted for more than seven (7)
----------------------------------------------------------------------
consecutive days and Tenant is unable to conduct business from Premises, Rent
-----------------------------------------------------------------------------
shall xxxxx until service is restored. If said interruption is caused by
---------------------------------------=================================
Landlord and reasonably within Landlord's control and Landlord doesn't commence
===============================================================================
actions to address the problem within 30 days, Tenant may take steps to rectify
===============================================================================
the problem at Landlord's expense.
=================================
USE OF LEASED PREMISES Tenant agrees to:
----------------------------------------
a. Compliance with Laws: At Tenant's expense, comply with the provisions of
------------------------------------------------------------------------
all recorded convenants, conditions and restrictions and all building,
----------------------------------------------------------------------
zoning, fire and other governmental laws, ordinances, regulations or
--------------------------------------------------------------------
rules now in force or which may hereafter be in force relating to
-----------------------------------------------------------------
Tenant's use and occupancy of the Leased Premises, the Building, or the
-----------------------------------------------------------------------
Project and all requirements of the carriers of insurance covering the
----------------------------------------------------------------------
Project.
-------
b. Nuisances or Waste: Not do or permit anything to be done in or about the
------------------------------------------------------------------------
Leased Premises, or bring or keep anything in the Leased Premises that
----------------------------------------------------------------------
may increase Landlord's fire and extended coverage insurance premium,
---------------------------------------------------------------------
damage the Building or the Project, constitute waste, constitute an
-------------------------------------------------------------------
immoral purpose, or be in a nuisance, public or private, or menace or
---------------------------------------------------------------------
other disturbance to tenants of adjoining premises or anyone else.
------------------------------------------------------------------
c. Hazardous Substances: (i) comply with all Environmental Laws; (ii) not
----------------------------------------------------------------------
cause or permit any Hazardous Materials to be treated, stored, disposed
-----------------------------------------------------------------------
of, generated, or used in the Leased Premises or the Project, provided,
-----------------------------------------------------------------------
however, that Tenant may store, use or dispose of products customarily
----------------------------------------------------------------------
used in businesses such as Tenant's in connection with the operation and
------------------------------------------------------------------------
maintenance of property if Tenant complies with all Environmental Laws
----------------------------------------------------------------------
and does not contaminate the Leased Premises, Project or environment;
---------------------------------------------------------------------
(iii) promptly after receipt, deliver to Landlord any communication
-------------------------------------------------------------------
concerning any past or present, actual or potential violation of
----------------------------------------------------------------
Environmental Laws, or liability of either party for Environmental
------------------------------------------------------------------
Damages. Environmental Laws mean all applicable present and future
------------------------------------------------------------------
statutes, regulations, rules, ordinances, codes, permits or orders of
---------------------------------------------------------------------
all governmental agencies, departments, commissions, boards, bureaus, or
------------------------------------------------------------------------
instrumentalities of the United States, states and their political
------------------------------------------------------------------
subdivisions and all applicable judicial, administrative and regulatory
-----------------------------------------------------------------------
decrees and judgements relating to the protection of public health or
---------------------------------------------------------------------
safety or of the environment. Hazardous Materials include substances (i)
------------------------------------------------------------------------
which require remediation under any Environmental Laws; or (ii) which
---------------------------------------------------------------------
are or become defined as a "hazardous waste", "hazardous substance",
--------------------------------------------------------------------
pollutant or contaminant under any Environmental Laws; or (iii) which
--------------------------------------------------------------------
are toxic, explosive, corrosive, flammable, infectious, radioactive,
--------------------------------------------------------------------
carcinogenic or mutagenic; or (iv) which contain petroleum hydrocarbons,
--------------------------------------------------------------------
polychlorinated biphenyls, asbestos, asbestos containing materials or
--------------------------------------------------------------------
urea formaldehyde.
------------------
7. INSURANCE: INDEMNITY
--------------------
A. Landlord shall secure and maintain throughout the term of this lease
insurance (the cost of which shall be a Building Operating Cost) in amounts and
form within Landlord's sole discretion as customarily carried by landlord's of
-------------------------------------------------------------------------
buildings and projects similar to the Building and Project in the Washington
----------------------------------------------------------------------------
Metropolitan area:
------------------
1) Fire insurance with extended coverage endorsements attached in the
amount of the full insurable value of the Building (with any deductible
--------------
being the responsibility of Landlord);
-------------------------------------
2) Comprehensive Public Liability Insurance (including bodily injury and
property damage insurance) for the Project (not including the Leased
Premises or other tenant occupied space);
3) Rental Abatement Insurance against abatement of loss of rent in case
of fire or other
casualty.
4) Landlord may, but is not obligated to, purchase such other insurance
customarily purchased, from time to time, by first class office building
owners and managers in the Washington area and treat the cost thereof as a
Building Operating CostMegan JohnstonFinancial Printing Group4) Landlord
may, but is not obligated to, purchase such other insurance customarily
purchased, from time to time, by first class office building owners and
managers in the Washington area and treat the cost thereof as a Building
Operating Cost. Landlord may charge Tenant with any excess cost of the
insurance described in this subparagraph due to the particular use of the
Leased Premises by Tenant.
B. Tenant shall, at its own expense, procure and maintain throughout the
term of this lease:
1) Comprehensive Public Liability Insurance (with any deductible being the
responsibility of Tenant) insuring Tenant's activities with respect to the
Leased Premises against loss, damage or liability for personal injury or
death, Lessor's damage to property or commercial loss occurring on or about
the Leased Premises, in amounts no less than:
(a) $1,000,000 with respect to personal injury or death to any one
person;
(b) $5,000,000 with respect to personal injury or death arising out of
any one occurrence.
(c) $1,000,000 with respect to property damage arising out of any one
occurrence.
2) Workmen's Compensation Insurance in at least the statutory amounts with
respect to any work or other operation in or about the Leased Premises.
Landlord and Landlord's mortgagee shall be named as an additional insured
under such insurance and such insurance shall be primary and non-contributing
with any insurance carried by the Landlord. The liability insurance policy shall
contain endorsements requiring 30 days' notice to Landlord prior to any
cancellation or any reduction in amount of coverage. Tenant shall deliver to
Landlord as a condition precedent to its taking occupancy of the Leased Premises
(but not to its obligation to pay rent) a certificate or certificates evidencing
such insurance. Tenant, as a material part of the consideration to be rendered
to Landlord, hereby waives all claims against Landlord for injury to Tenant, its
agents, employees, invitees, or third persons in or about the Leased Premises
from any cause arising at any time except the negligence or willful misconduct
of Landlord, its agents, employees or invitees.
C. Tenant shall indemnify and hold Landlord harmless from and against all
demands, suits, fines, liabilities, losses, damages, costs and expenses
(including legal expenses) which Landlord may incur or become liable for as a
result of any breach by Tenant, its agents, employees, officers, contractors,
invitees or licensees of the terms or covenants of this lease or any other of
the acts or omissions of Tenant, its agents, employees, officers, contractors,
invitees or licensees.
Landlord shall indemnify and hold Tenant harmless from and against all
----------------------------------------------------------------------
demands, suits, fines, liabilities, losses, damages, costs and expenses
-----------------------------------------------------------------------
(including legal expenses) which Tenant may incur or become liable for as a
---------------------------------------------------------------------------
result of any negligent act of Landlord, its agents, employees, officers,
-------------------------------------------------------------------------
contractors, invitees or licensees.
-----------------------------------
8. WAIVER OF SUBROGATION
Each party releases the other party from liability for any loss or damage
-------------------------------------------------------------------------
to the Building, Leased Premises or tangible personal property, or any resulting
--------------------------------------------------------------------------------
loss of income, or loss under worker's compensation laws and benefits,
----------------------------------------------------------------------
notwithstanding that such loss, damage or liability may arise out of the
------------------------------------------------------------------------
negligent or intentionally tortious act or omission of the other party or its
-----------------------------------------------------------------------------
agents, if such loss or damage is covered by insurance benefiting the party
---------------------------------------------------------------------------
suffering such loss or damage or was required to be covered by insurance
------------------------------------------------------------------------
pursuant to this Lease. Each party shall have a waiver of subrogation clause
----------------------------------------------------------------------------
included in its policies (providing such waiver shall not impair the
--------------------------------------------------------------------
effectiveness of such policy or the insured's ability to recover thereunder) and
--------------------------------------------------------------------------------
shall promptly notify the other in writing if such clause cannot be included in
-------------------------------------------------------------------------------
any such policy. If such waiver of subrogation clause shall not be available in
-------------------------------------------------------------------------------
both Landlord's and Tenant's policies, then the foregoing waiver of right of
----------------------------------------------------------------------------
recovery shall be void.
-----------------------
9. REPAIRS
-------
Subject to Landlord's duty to provide the Building Services, Tenant agrees
to maintain in a neat, clean and sanitary condition and keep in good repair, the
interior of the Leased Premises. Such maintenance and repair shall be at the
sole cost of Tenant and shall include but not be limited to the maintenance and
repair of floor coverings, ceilings and walls, front and rear doors, and all
glass on the Leased Premises. Tenant shall within thirty (30) days after taking
occupancy of the Leased Premises, have in force a service contract or contracts
for the Heating, Ventilating and/or Air Conditioning equipment serving the
premises and shall provide the Landlord with a copy of said contract or
contracts. Exhibit E ("HVAC Equipment") outlines the minimum scope of service to
------------------
be provided. Landlord represents and warrants that the HVAC Equipment is in good
-------------------------------------------------------------------
working order as of the Commencement Date and of sufficient capacity to service
-------------------------------------------------------------------------------
the Premises, Landlord shall be responsible for replacement of HVAC Equipment
-----------------------------------------------------------------------------
only if Tenant has properly maintained and serviced said HVAC Equipment. If
------------------------------------------------------------------------
Tenant fails to maintain or keep the Leased Premises in good repair and such
failure continues for 5 business days after written notice from Landlord and
-------- ---
Tenant has not commenced to effectuate such repair within said 5 business days,
------------------------------------------------------------------------------
Landlord may perform any such required maintenance and repairs and the cost
thereof shall be Additional Rent payable by Tenant within 10 days of receipt of
an invoice from Landlord.
10. TENANT'S PROPERTY
-----------------
Furnishings, trade fixtures, and equipment installed by Tenant shall be the
property of Tenant subject to paragraph 24. On termination of the lease, if
Tenant is not in default, Tenant may remove any such property and shall remove
any such property if directed by Landlord. Tenant shall repair the Leased
Premises to the same condition as when the Lease Term commenced, ordinary wear
and tear excepted, or reimburse Landlord for the cost of so repairing the Leased
Premises. If Tenant fails to remove such property as required under this lease,
Landlord may do so and Landlord shall not be liable for any loss or damage to
the property of Tenant which may occur during Landlord's removal thereof.
11. IMPROVEMENTS AND ALTERATIONS BY TENANT
--------------------------------------
Without Landlord's prior written approval which approval shall not be
---------------------------
unreasonably withheld nor shall Landlord's response to such request be delayed
------------------------------------------------------------------------------
beyond 30 days from receipt thereof, Tenant may not make such additional
------------------------------------
improvements or alterations to the Leased Premises which it may deem necessary
or desirable other than non-structural or cosmetic alterations or improvements.
-------------------------------------------------------
Any such improvements or alterations by Tenant shall be done, at Tenant's
expense, by a licensed contractor reasonably approved by Landlord in conformity
----------
with plans and specifications approved by Landlord. If requested by Landlord,
Tenant will post a bond or other security satisfactory to Landlord to protect
Landlord against liens arising from work performed for Tenant. All work
performed shall be done in a good and workmanlike manner and with materials
(where not specifically described in the specifications) of the quality and
appearance comparable to those in the Building, and shall become the property of
the Landlord.
12. CASUALTY
--------
If the Leased Premises or the Building are destroyed or damaged by fire,
earthquake or other casualty to the extent that they are untenantable in whole
or in part, then Landlord may, at Landlord's option, proceed with reasonable
diligence to rebuild and restore the Leased Premises or such part thereof as may
be destroyed or damaged, provided that within thirty days after such damage or
destruction Landlord shall in writing notify Tenant of Landlord's intention to
do so, and from the date of casualty during the period of such rebuilding and
--------------------------
restoration, the Rent shall be abated in the same ratio as the square footage in
the portion of the Leased Premises rendered untenantable shall bear to the total
square footage in the Leased Premises. If Landlord shall reasonably determine
that such destruction or damage cannot be repaired within 180 days from the date
of notice, it shall so notify Tenant within thirty days. In such event, either
Landlord or Tenant may within 20 days after such notice, terminate this Lease.
If neither party terminates the Lease during that 20 days period, this lease
shall remain in effect and Landlord shall diligently proceed to repair or
reconstruct the Leased Premises and Rent shall xxxxx as set forth above.
13. ASSIGNMENT, LETTING AND SUBLETTING
----------------------------------
A. Tenant, its legal representative and successors in interest shall not,
directly or indirectly, mortgage, pledge, assign, let or sublet or permit the
mortgaging, pledging, assigning, letting or subletting of this lease, or any
part thereof, or permit any part of or all of the Leased Premises to be used or
occupied by another, without first obtaining the written consent of Landlord
which approval shall not be unreasonably withheld or conditioned nor shall
--------------------------------------------------------------------------
Landlord's response to such request be delayed beyond 30 days from receipt
--------------------------------------------------------------------------
thereof. If Tenant is a corporation, any transfer of this lease from Tenant by
-------
merger, consolidation, reorganization or liquidation or any change in the
ownership, or power to vote the 51% majority of the outstanding voting stock of
---
Tenant shall constitute an assignment for the purposes of this paragraph. The
---
previous sentence shall not apply, however, if at the time of execution of this
-------------------------------------------------------------------------------
Lease Tenant is a publicly held corporation whose shares of stock are listed on
-------------------------------------------------------------------------------
a recognized security exchange or over-the-counter market. Notwithstanding any
-------------------------------------------------------------------------------
of the foregoing, an assignment of this Lease or a sublease of any or all of the
--------------------------------------------------------------------------------
Leased Premises by Tenant to an affiliate of Tenant shall be expressly permitted
--------------------------------------------------------------------------------
provided that notice of the assignment is given to Landlord and Tenant remains
------------------------------------------------------------------------------
liable under the Lease. For purposes of this provision, an "affiliate" is any
-----------------------------------------------------------------------------
person or entity which controls Tenant, is controlled by Tenant or is under
---------------------------------------------------------------------------
common control with Tenant. In addition, Tenant may freely assign this Lease to
--------------------------------------------------------------------------------
any person or entity that acquires Tenant's business as a going concern or to
-----------------------------------------------------------------------------
any entity that survives a merger or consolidation involving Tenant as long as
------------------------------------------------------------------------------
the surviving entity has a net worth equivalent to or greater than Tenant had
-----------------------------------------------------------------------------
one year prior thereto as evidenced by audited financial statements. Any such
---------------------------------------------------------------------
assignment made without Landlord's approval shall be voidable by Landlord. Any
approval by Landlord, unless specifically stated therein, shall not relieve
Tenant from its obligations under this lease.
B. In addition to any other reasonable bases, Landlord shall be deemed to
be reasonably withholding its consent to any such assignments, letting or
subletting, if such assignment, letting or subletting would result in the
assignment, leasing or subleasing of,
(i) the Leased Premises to any party, business or lessee who proposes
to conduct a business therein which is not in conformance with the provisions
of paragraph 2 hereof; or
(ii) the Leased Premises to a party whose financial condition and
credit rating in Landlord's sole but reasonable judgment is not equal to or
--------------
better than that of Tenant's; or
(iii) the Leased Premises to a party whose business is of a character
which does not in Landlord's sole but reasonable opinion comport with the
---------------
character of the Building.
C. One-half of any rent (net of Tenant's costs of such subletting or
-------------------------------------------
assignment) in excess of the Rent reserved hereunder which is received by Tenant
----------
pursuant to an assignment, letting or subletting shall be remitted to Landlord
within 10 days of receipt by Tenant (for purposes of this subparagraph 13.C.,
all money in whatever form received by Tenant from any third party pursuant to
an assignment, letting or subletting shall be deemed to be rent).
D. Tenant shall notify Landlord in writing of any proposed assignment or
-------------------------------------------------------------------------
sublease at least thirty (30) days prior to the effective date of such proposed
-------------------------------------------------------------------------------
sublease or assignment. The notice to Landlord shall include a copy of the
---------------------------------------------------------------------------
proposed sublease or assignment. The notice to Landlord shall include a copy of
--------------------------------------------------------------------------------
the proposed assignment or sublease. Landlord shall respond in writing to
--------------------------------------------------------------------------
tenant's notice within twenty (20) days of the date of such notice. Landlord's
-------------------------------------------------------------------------------
failure to respond with such time shall be deemed to mean that Landlord consents
--------------------------------------------------------------------------------
to the proposed sublease or assignment. During said 20 days, Landlord may elect
-------------------------------------- -----------
(by notifying Tenant in writing) to cancel this lease as to that part of the
Leased Premises subject to the proposed assignment, letting or subletting, and
this lease shall cease as to that part of the Leased Premises on the data which
the proposed assignment, letting or subletting was to be effective, with a
------
corresponding adjustment in Rent.
---------------------------------
14. LIENS AND INSOLVENCY
--------------------
Tenant shall keep the Leased Premises and the Building free from any
liens arising out of any work performed, materials furnished, or obligations
incurred by Tenant. If at any time a lien or encumbrance is filed against the
Leased Premises or the Building as a result of Tenant's failure to satisfy same,
Tenant shall promptly pay and discharge said lien or encumbrance, and if said
-------
lien or encumbrance has not been removed within thirty days from the date it is
filed or recorded against the Leased Premises of the Building, Tenant agrees it
will post a bond to discharge the same. In the event Tenant becomes insolvent,
---------------------------------
voluntarily or involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business or property of the Tenant,
then the Landlord shall have the right and option to terminate this lease at any
time by notice to Tenant.
15. RELOCATION
----------
16. CONDEMNATION
------------
If the whole or any part of the Leased Premises shall be taken under power
of eminent domain or like power, or sold under imminent threat thereof to any
public authority or private entity having such power, this agreement shall
terminate as to the part of the Leased Premises so taken or sold, effective as
of the date possession is required to be delivered to such authority or entity.
Rent for the remaining term shall be reduced in the proportion that the total
square footage of the Leased Premises is reduced by the taking. If a partial
taking or sale (i) substantially reduces the area of the Leased Premises
resulting in a substantial inability of Tenant to use the Leased Premises for
Tenant's business purposes, or (ii) renders the Building commercially unviable
to Landlord (in Landlord's sole but reasonable judgment), Tenant in the case of
--------------
(i) and Landlord in the case of (ii) may terminate this agreement by notice to
the other party within 30 days after the terminating party receives a written
notice of the portion to be taken or sold, to be effective 180 days thereafter
or when the portion is taken or sold whichever is sooner. All condemnation
awards and similar payments shall be paid and belong to Landlord, except any
amounts awarded or paid specifically for Tenant's trade fixtures, business
--------
damages and relocation costs, provided such awards do not reduce Landlord's
-------
award.
17. OCCUPANCY: LEASE COMMENCEMENT DATE
----------------------------------
The Leased Premises shall be ready for occupancy on such date that the
Improvements are completed substantially in accordance with the terms of
paragraph 18.A. below, subject only to punchlist items which will not materially
---------
affect the use of the Leased Premises by Tenant for the purposes for which they
are intended and latent defects. If the Leased Premises are not ready for
------------------
occupancy by the Scheduled Lease Commencement Date (as set forth in subparagraph
1.D, above) then the Lease Commencement Date shall be adjusted to be the earlier
-----------
of that date 10 days after Landlord shall notify Tenant that the Leased Premises
are ready for occupancy (subject to the provisions which follow) or the date
-----------
which Tenant operates its business from the Leased Premises, if sooner.
----------------------------------------------------------------------
If Landlord fails to cause the Leased Premises or any portion thereof to be
ready for occupancy at the time of the Scheduled Lease Commencement Date, (i)
neither Landlord nor Landlord's agents shall be liable for any damage, loss,
liability or expense caused thereby, nor (ii) shall this lease become void or
voidable (unless such inability continues for more than 180 days, in which case
Tenant may, upon 20 days' written notice to Landlord, terminate this lease).
18. CONSTRUCTION CONDITIONS
-----------------------
With respect to construction of the improvements described in Exhibit A and
---
Schedule 3, attached hereto and made a part hereof ("Improvements"), it is
------------
agreed that:
A. Landlord shall construct the Improvements described in Exhibit A and
---
Schedule 3.
-----------
B. Landlord makes no representations or warranties as to the sufficiency of
the Construction Documents to meet requirements of Tenant's business. Landlord
---------------------- --------
warrants and represents that the Construction Documents shall be prepared in
----------------------------------------------------------------------------
accordance with all applicable laws and building codes including the Americans
------------------------------------------------------------------------------
with Disability Act. Prior to or during Landlord's construction activities, the
--------------------
parties may agree upon changes in the plans and specifications. If any change
required by Tenant in the plans or specifications increases the cost of work or
------------------
materials or the time required for completion of construction, tenant shall
reimburse Landlord for such increase in costs which exceeds the allowance at the
---------------------------
time the increased cost is incurred and shall reimburse Landlord for any loss in
rent at the time the rent would have become due.
C. Landlord shall bear the risk of loss to the Improvements until the term
of the lease commences, but has no obligation to insure against such losses.
D. Tenant may inspect the property from time to time but neither Tenant
nor its agent shall exercise any control over the persons performing
construction activities on the Project or Improvements.
E. It is understood and agreed that the Improvements to be made to portions
------------------------------------------------------------------------
of the Leased Premises currently occupied by Tenant will occur during both
--------------------------------------------------------------------------
working and non-working hours and that a reasonable amount of disruption is
---------------------------------------------------------------------------
unavoidable. Tenant shall notify all of its employees of the proposed
---------------------------------------------------------------------
construction schedule and pending construction activities. As much of the work
------------------------------------------------------------------------------
as possible will be performed on weekends or after 4:00 PM and prior to 7:00 AM.
-------------------------------------------------------------------------------
New construction will occur during weekends and normal business hours.
----------------------------------------------------------------------
F. Tenant, its employees, contractors, agent and invitees shall not have
any claim against Landlord for any personal injury or property damage arising
during or from construction activities unless caused by the negligence or
----------------------------------
willful misconduct of Landlord, its contractors, agents or employees.
---------------------------------------------------------------------
19. RULES AND REGULATIONS
---------------------
Tenant covenants that Tenant and its agents, employees, invitees, or those
claiming under Tenant will at all times observe, perform and abide by all the
general rules and regulations promulgated by Landlord from time to time.
Landlord shall enforce the rules and regulations against all tenants of the
---------------------------------------------------------------------------
Building or Project, as applicable in a non-discriminatory manner.
------------------------------------------------------------------
20. PARKING
-------
Tenant and its employees and invitees shall have the exclusive right to use
at no charge throughout the Lease Term the Authorized Number of Parking Spaces
---------------------------------------
designated by Landlord pursuant to the rules and regulations relating to parking
adopted by Landlord from time to time. Tenant agrees not to overburden the
parking facilities and agrees to cooperate with Landlord and other tenants in
the use of parking facilities. Landlord reserves the right in its absolute
discretion to assign to any tenant specific parking spaces for its exclusive use
(provided such assignment does not materially limit the number of spaces
available for Tenant's use). Landlord may, at its own discretion, change the
location and nature of the parking spaces available to Tenant, its employees and
invitees, provided that after such change, there shall be available to Tenant
and its employees and invitees approximately the same number of spaces as
available before the change and provided further that during such relocation,
-------------------------------------------------
Tenant has access to and use of the parking facilities.
-------------------------------------------------------
21. ACCESS
------
Tenant shall permit Landlord to enter the Leased Premises upon 24 Hours
-----========
advance notice at reasonable times for the purpose of inspecting, altering and
---------------
repairing the Leased Premises and ascertaining compliance by Tenant with the
provisions of this lease. Landlord may also show the Leased Premises to
prospective purchasers or renters at reasonable times and upon reasonable notice
within the last six months of the Lease Term, provided that Landlord shall not
----------------------------------------------
unreasonably interfere with Tenant's business operations.
22. SIGNS
-----
All signs and symbols placed in the doors or windows or elsewhere about the
Leased Premises, or upon any other part of the Building, including building
directories, shall be subject to the approval of the Landlord provided however
----------------
that Landlord's response to such request by Tenant not to be delayed for more
-----------------------------------------------------------------------------
than 30 days from receipt thereof. Any signs or symbols which have been placed
----------------------------------
without approval may be removed by Landlord. Upon termination of tenancy, all
signs installed shall be removed and any damage resulting therefrom shall be
promptly repaired. Subject to Landlord's approval of design, size, color and
=========================================================
location, Tenant shall have the right to erect a free standing pedestal sign in
===============================================================================
front of the Premises at 0000 Xxxxxxxxxxxx Xxx.
==============================================-
23. TENANT'S DEFAULT
----------------
It shall be an "Event of Default" if (i) Tenant shall fail to pay when due
any monthly installment of Rent or any other charge or payment required of
Tenant hereunder (although no legal or formal demand has been made therefor)
except that Tenant may be up to five days late with said payment no more than
-----------------------------------------------------------------------------
three (3) times in any twelve consecutive monthly period without an event of
----------------------------------------------------------------------------
default occurring; (ii) Tenant shall violate or fail to perform any of the other
-------------------
conditions, covenants or agreements herein made by Tenant, and such violation or
failure shall continue for a period of thirty days after written notice thereof
------
to Tenant by Landlord; (iii) tenant shall make a general assignment for the
benefit of its creditors or shall file a petition for bankruptcy or other
reorganization, liquidation, dissolution or similar relief; (iv) a proceeding is
filed against Tenant seeking any relief mentioned in (iii) above which is not
------------
dismissed within sixty (60) days; (v) a trustee, receiver or liquidator shall be
---------------------------------
appointed for Tenant or a substantial part of its property; (vi) Tenant shall
vacate or abandon the Leased Premises (an absence of substantial activity by
Tenant in the Leased Premises for more than 7 days to constitute such
abandonment) without paying Rent; or (vii) Tenant shall mortgage, assign or
--------------------
otherwise encumber its leasehold interest. If an Event of Default occurs, this
lease shall, at the option of Landlord, cease and terminate and shall operate as
a notice to quit any notice to quit, or of Landlord's intention to re-enter,
being hereby expressly waived and Landlord may proceed to recover possession
under and by virtue of the provisions of the laws of Maryland, or by such other
proceedings, including re-entry and possession, as may be applicable. If
Landlord elects to terminate this lease, the obligations herein contained on the
part of Landlord to be performed shall cease without prejudice, subject however,
to the right of Landlord to recover from Tenant all rental and other charges
accrued up to the time of termination or recovery to possession by Landlord,
whichever is later. Should this lease be terminated before the expiration of
the term of this lease by reason of an Event of Default, the Leased Premises may
be relet by Landlord, for such rent and upon such terms as Landlord is able to
obtain, and, if the full Rent shall not be realized by Landlord, Tenant shall be
liable for all damages sustained by Landlord, including, without limitation, the
deficiency in Rent, reasonable attorneys' fees, other collection costs and all
expenses (including leasing fees) of placing the Leased Premises in first class
rentable condition. Landlord shall use commercially reasonable efforts to relet
-----------------------------------------------------------
the Premises. Any damage or loss sustained by Landlord may be recovered by
------------
Landlord, at Landlord's option, (i) at the time of the reletting, (ii) in
separate actions, from time to time, as said damage shall have been made more
easily ascertainable by successive relettings, (iii) be deferred until the
expiration of the term of this lease, in which event the cause of action shall
not be deemed to have accrued until the date of expiration of said term, (iv) if
Landlord is unable to find a new tenant for the Leased
Premises within sixty days from termination of the lease, Tenant shall
immediately pay Landlord the present value (discounted at 10%) of all the Base
Rent due for the remainder of the Term (as if there had been no termination for
cause) as liquidated damages subject, however, to applicable law. The amount
-----------------------------------------------
paid by Tenant will be offset by 50% of the present value of any Base Rent
---------------------------------------------------------------------------
Landlord ultimately receives from any new tenant who is in occupancy during any
-------------------------------------------------------------------------------
remaining portion of this Lease Term less all costs allocable to securing and
-------------------------------------========================================
putting a new tenant in the Premises. The provisions contained in this paragraph
====================================
shall be in addition to and shall not prevent the enforcement of any claim
Landlord may have against Tenant for anticipatory breach of the unexpired term
of this lease. All rights and remedies of Landlord under this lease shall be
cumulative and shall not be exclusive of any other rights and remedies provided
to Landlord under applicable law.
24. REMOVAL OF PROPERTY
-------------------
If, upon default by Tenant or termination of this lease, Landlord shall
enter or take possession of, the Leased Premises, Landlord shall have the right,
but not the obligation, to remove from the Leased Premises all personal
property, fixtures, furnishings and other property located therein and owned by
------------
Tenant, and to store such property in any place selected by Landlord, including
------
but not limited to a public warehouse, at the expense and risk of the owners
thereof, with the right to sell such stored property in accordance with law at a
---------------------------
public sale conducted on a commercially reasonable basis, upon ten days advanced
--------------------------------------------------------------------------------
written notice to Tenant, after it has been stored for a period of thirty days
-------
or more. At any time prior to sale that falls within the applicable cure periods
-----------------------------------------------------------------------
under Paragraph 23, Tenant has the right to cure such default and retain its
----------------------------------------------------------------------------
property by paying Landlord for storage and removal of such property and any
---------------------------------------------------------------------=======
other costs reasonably attributable to Tenant's default. The proceeds of such
=======================================================
sale shall be applied first to the cost of such sale, second to the payment of
the charges for storage, if any, and third to the payment of any other sums of
money which may then be due from Tenant to Landlord under any of the terms
hereof, the balance, if any to be paid to Tenant.
25. QUIET ENJOYMENT, INABILITY TO PERFORM
-------------------------------------
(a) If, and so long as, Tenant pays the Rent and keeps and performs each
and every term, covenant and condition herein contained on the part and on
behalf of Tenant to be kept and performed, Tenant shall quietly enjoy the Leased
Premises without hindrance or molestation by Landlord, subject to the terms,
covenants and conditions of this lease and the Superior Instruments (as defined
in paragraph 38 below).
(b) This lease and the obligations of Tenant to pay rent and perform all of
the terms, covenants and conditions on the part of Tenant to be performed shall
in no way be affected, impaired or excused because Landlord, due to Unavoidable
Delay, is (a) unable to fulfill any of its obligations under this lease, or (b)
unable to supply or delayed in supplying any service expressly or impliedly to
be supplied, or (c) unable to make or delay in making any repairs, replacements,
additions, alterations or decorations, or (d) unable to supply or delayed in
supplying any equipment or fixtures. Landlord shall in each instance exercise
reasonable diligence to effect performance when and as soon as possible.
However, Landlord shall be under no obligation to pay overtime labor rates.
"Unavoidable Delay" shall mean any and all delay beyond Landlord's
reasonable control, including without limitation, a delay caused by Tenant,
governmental restrictions, governmental regulations, controls, undue delays,
order of civil military or naval authority, governmental preemption, strikes,
labor disputes, lock-outs, shortage of labor or materials, inability to obtain
materials or reasonable substitutes therefore, default of any building or
construction contractor or subcontractor, Acts of God, fire, earthquake, floods,
explosions, actions of the elements, extreme weather conditions, enemy action,
civil commotion, riot or insurrection, fire or other unavoidable casualty,
delays in obtaining governmental permits or approvals or any other cause beyond
Landlord's reasonable control.
26. HOLD OVER TENANCY
-----------------
If (without execution of a new lease or written extension) Tenant shall
hold over after the expiration of the term of this lease, at Landlord's option,
Tenant may be deemed to be occupying the Leased Premises as a tenant from month
to month, which tenancy may be terminated as provided by law. During such
tenancy, Tenant agrees to pay to Landlord 175% of the Rent Payable on the last
----
day of the term of this Lease, unless a different rate is agreed upon and to be
bound by all of the terms covenants and conditions as herein specified, so far
as applicable.
If Landlord relets the Leased Premises to a new lessee and the term of such
new lease commences during the period for which Tenant holds over, Landlord
shall be entitled to recover from Tenant any and all costs, expenses, legal
expenses, reasonable attorneys' fees, damages, loss of profits or any other
-----------
costs incurred by Landlord as a result of Tenant's failure or inability to
deliver possession of the Leased Premises to Landlord when required under this
Lease.
27. ATTORNEY'S FEES
---------------
In the event either party requires the services of an attorney in
connection with enforcing the terms of this lease or in the event suit is
brought for the recovery of any Rent due under this lease or for the breach of
any covenant or condition of this lease, or for the restitution of the Leased
Premises to Landlord and/or eviction of Tenant during said term or after the
expiration thereof, the party prevailing in any such legal action shall be
entitled to an award for all legal costs and expenses, including but not limited
to, a reasonable sum for attorney's fees.
28. AMENDMENT
---------
This lease is the entire agreement between the parties. This lease shall
not be amended or modified except in writing signed by both parties. Failure to
exercise any right in one or more instances shall not be construed as a waiver
of the right to strict performance or as an amendment to this agreement.
29. NOTICES
-------
All notices required by this lease shall be in writing and shall be
effective when mailed by certified mail or delivered to Landlord at ASP
---
Washington, L.L.C, 0000 Xxxx Xxxx, XX00, Xxxxx 0000, Xxxxxx, Xxxxx 00000 Attn:
------------------------------------------------------------------------------
Asset Manager with a copy to: 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
-------------
20706, Attn: Xxxxxxx Xxxx c/o Xxxxxx X. Xxxxx & Associates, Inc. and to Tenant
---------------------------------------------------
at 0000-X Xxxxxxxxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000, or to such addresses as may
-----------------------------------------------
hereafter be designated by either party by written notice.
30. BINDING EFFECT
--------------
This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. It is understood and agreed that the
terms "Landlord" and "Tenant" and verbs and pronouns in the singular number are
uniformly used throughout this lease regardless of gender, number or fact of
incorporation of the parties hereto.
31. RIDERS AND ATTACHMENTS
----------------------
The typewritten riders or supplemental provisions, if any, attached or
added hereto are made a part of this lease by reference and the terms thereof
shall control over any inconsistent provisions in the paragraphs of this
instrument.
32. LIMITATION OF LANDLORD'S LIABILITY
----------------------------------
The obligations of Landlord under this lease do not constitute personal
obligations of the individual partners, directors, officers, or shareholders of
Landlord, and Tenant shall look solely to the real estate that is the subject of
this lease the value of which is presently estimated to be in excess of 4
--------------------------------------------------------------
million dollars and to no other assets of the Landlord for satisfaction of any
----------------
liability in respect of this lease and will not seek recourse against the
individual partners, directors, officers or shareholders of Landlord or any of
their personal assets for such satisfaction.
33. LANDLORD'S RESERVED RIGHTS
--------------------------
Without notice and without liability to Tenant, Landlord shall have the
right to:
a. Change the name or street address of the Building, but only upon the
------------------
direction of a governmental agency having jurisdiction with the Project.
------------------------------------------------------------------------
b. Install and maintain signs on the exterior of the Building so long as
----------
the placement and visibility of Tenant's signs are not interfered with or
-------------------------------------------------------------------------
obstructed.
-----------
c. Make reasonable rules and regulations as, in the judgment of Landlord,
may from time to time be needed for the safety of the tenants, the care and
cleanliness of the Building and the preservation of good order therein.
Tenant shall be notified in writing when each such rule and regulation is
promulgated. Any such rules and regulations shall be uniformly enforced
----------------------------------------------------------
against all tenants.
--------------------
x. Xxxxx utility easements or other easements to such parties, or re-plat,
subdivide or make such other changes in the legal status of the Land
underlying the Building, as Landlord shall deem necessary, provided
such grant or changes do not substantially interfere with Tenant's use or
occupancy of the Leased Premises as intended under this lease.
e. Sell the Building or Project and assign this lease and the Deposit to
the purchaser (and upon such assignment to be released from all of its
obligations under this lease). Tenant agrees to attorn to such purchaser,
or any other successor or assign of Landlord through foreclosure or deed of
foreclosure or otherwise and to recognize such person as the Landlord under
this lease.
34. ESTOPPEL CERTIFICATE
--------------------
Within ten days after request therefor by Landlord, its agents, successors,
or assigns, Tenant shall deliver, in recordable form, a certificate to any
proposed mortgagee or purchaser, or to Landlord, together with a true and
correct copy of this lease, certifying (i) (if such be the case) that this lease
is in full force and effect without modification, (ii) the amount, if any, of
prepaid rent and security deposit paid by Tenant to Landlord, (iii) that
Landlord has performed all of its obligations due to be performed under this
lease and that there are no defenses, counterclaims, deductions, offsets
outstanding or other excuses for Tenant's performance under this lease, and (iv)
any other fact reasonably requested by Landlord or such proposed mortgagee or
purchaser, or stating those claimed by Tenant. Tenant's failure to deliver the
above described certificate in time shall be conclusive upon Tenant: (i) that
this lease is in full force and effect, without modification except as may be
represented by Landlord, (ii) that there are no uncured defaults in Landlord's
performance and Tenant has no right of offset, counterclaim, defenses or
deduction against Rent or the Landlord hereunder, (iii) that no more than one
period's Base Rent has been paid in advance, and (iv) that the amount of the
Security Deposit held by Landlord is as represented by Landlord.
35. ACCORD AND SATISFACTION
-----------------------
No receipt and retention by Landlord of any payment tendered by Tenant in
connection with this lease will give rise to or support or constitute an accord
and satisfaction, notwithstanding any accompanying statement, instruction or
other assertion to the contrary (whether by notation on a check or in a
transmittal letter or otherwise), unless Landlord expressly agrees to an accord
and satisfaction in a separate writing duly executed by the appropriate persons.
Landlord may receive and retain, absolutely and for itself, any and all payments
so tendered, notwithstanding any accompanying instructions by Tenant to the
contrary. Landlord will be entitled to treat any such payments as being received
on account of any item or items of Rent, interest, expense or damage due in
connection herewith, in such amount and in such order as Landlord may determine
at its sole option.
36. SEVERABILITY
------------
The parties intend this lease to be legally valid and enforceable in
accordance with all of its terms to the fullest extent permitted by law. If any
term hereof shall be finally held to be invalid or unenforceable, the parties
agree that such term shall be stricken from this lease, the same as if it never
has been contained herein. Such invalidity or unenforceability shall not extend
to or otherwise affect any other term of this lease, and the unaffected terms
hereof shall remain in full force and effect to the fullest extent permitted by
law, the same as if such stricken term never had been contained herein.
37. WAIVER No assent or consent to changes in or waiver of any part of this
------
Agreement shall be deemed or taken as made, unless the same be done in writing
and attached hereon and signed by the Tenant and Landlord. No covenant or term
------ -----------
of this lease shall be waived, except by express written consent of the party to
--------
be benefited, whose forbearance or indulgence in any regard whatsoever shall not
------------
constitute a future waiver of any covenant, term or condition to be performed.
------ ---
Unless said covenant, term or condition is waived in writing, the benefited
-------------------- ---------
party shall be entitled to invoke any remedies available under this lease or by
-----
law despite such forbearance or indulgence.
38. SUBORDINATION
-------------
The rights of Tenant hereunder are and shall be, at the election of any
mortgagee, subject and subordinate to the lien of any mortgage or mortgagees, or
the lien resulting from any other method of financing or refinancing, now or
hereafter in force against the Building of which the Leased Premises are a part,
and to all advances made or hereafter to be made upon the security thereof
("Superior Instruments"). Tenant has as of the date hereof, executed the
==============================================
Subordination, Nondisturbance and Attornment Agreement attached hereto as
=========================================================================
Exhibit "G".
============
39. TIME
----
Time is of the essence hereof.
40. APPLICABLE LAW
--------------
This agreement shall be construed according to the laws of the State of
Maryland.
41. BROKER'S INDEMNIFICATION
------------------------
As part of the consideration for the granting of this lease, each party
----------
hereto represents and warrants to the other that no broker or agent negotiated
------ -----
or was instrumental in negotiating or consummation of this lease except the
Broker of Record, and each party hereto agrees to indemnify the other against
----------------- ---------
any other loss, expense, cost or liability incurred as a result of a claim by
any broker or finder claiming through the other.
---------
42. WAIVER OF JURY TRIAL
--------------------
Landlord and Tenant each hereby waives all right to trial by jury in any
claim, action, proceeding or counterclaim by either party against the other on
any matters arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant and/or Tenant's use or occupancy of the
Leased Premises.
43. ENTIRE AGREEMENT
----------------
This lease sets forth all the covenants, promises, agreements, conditions
and understandings between Landlord and Tenant concerning the Leased Premises,
Building, and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as are herein
set forth. Except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by them.
EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN.
LANDLORD:
ASP Washington L.L.C.
________________________ By:_________________________
________________________ By:_________________________
WITNESSES AUTHORIZED SIGNATORIES
TENANT:
Integral Systems, Inc.
----------------------
________________________ By:_________________________
Witness ____President
________________________ By:_________________________
Witness ____Secretary
Where Tenant is a Corporation, this Lease shall be signed by a President or
Vice President and Secretary or Assistant Secretary of Tenant. Any other
signatories shall require a certified corporate resolution.
SCHEDULE 1
NOT APPLICABLE
SCHEDULE 2
RULES AND REGULATIONS
---------------------
1. The sidewalks, entrances, halls, corridors, elevators and stairways of the
Building and Project shall not be obstructed or used as a waiting or lounging
place by tenants, and their agents, servants, employees, invitees, licensees and
visitors. All entrance doors leading from any Leased Premises to the hallways
are to be kept closed at all times.
2. In case of invasion, riot, public excitement or other commotion, Landlord
also reserves the right to prevent access to the Building during the continuance
of same. Landlord shall in no case be liable for damages for the admission or
exclusion of any person to or from the Building.
3. Landlord will furnish Tenant with two keys to each door lock on the Leased
Premises, and Landlord may make a reasonable charge for any additional keys and
access cards requested by any tenant. No tenant shall have any keys made for the
Leased Premises; nor shall any tenant alter any lock, or install new or
additional locks or bolts, on any door without the prior written approval of
Landlord which shall not be unreasonably withheld. If Landlord approves any lock
alteration or addition, Tenant shall supply Landlord with a key for any such
lock or bolt. Tenant, upon the expiration or termination of its tenancy, shall
deliver to Landlord all keys and access cards in Tenant's possession for all
locks and bolts in the Building.
4. No tenant shall cause any unnecessary labor by reason of such tenant's
carelessness or indifference in the preservation of good order and cleanliness
of the Leased Premises. Tenants will see that (i) the windows are closed, (ii)
the doors securely locked, and (iii) all water faucets and other utilities are
shut off (so as to prevent waste or damage) each day before leaving the Leased
Premises. In the event tenant must dispose of crates, boxes, etc. which will not
fit into office waste paper baskets, it will be the responsibility of tenant to
dispose of same. In no event shall tenant set such items in the public hallways
or other areas of the Building or garage facility, excepting tenant's owned
Leased Premises, for disposal.
5. No iron safe or other heavy or bulky object shall be delivered to or removed
from the Building, except by experienced safe men, movers or riggers approved in
writing by Landlord. All damage done to the Building by the delivery or removal
of such items, or by reason of their presence in the Building, shall be paid to
Landlord, immediately upon demand, by the tenant by, through, or under whom such
damage was done. There shall not be used in any space, or in the public halls of
the Building, either by tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires.
6. Tenant shall not cover or obstruct any skylights, windows, doors and
transoms that reflect or admit light into passageways or into any other part of
the Building.
7. The toilet rooms, toilets, urinals, wash bowls and water apparatus shall not
be used for any purpose other than for those for which they were constructed or
installed, and no sweepings, rubbish, chemicals, or other unsuitable substances
shall be thrown or placed therein. The expense of any breakage, stoppage or
damage resulting from violation(s) of this rule shall be borne by the tenant by
whom, or by whose agents, employees, invitees, licensees or visitors, such
breakage, stoppage or damage shall have been caused.
8. No sign, name, placard, advertisement or notice visible from the exterior of
any Leased Premises, shall be inscribed, painted or affixed by any tenant on any
part of the Building or Project without the prior written approval of Landlord.
All signs or letterings on doors, or otherwise, approved by Landlord shall be
inscribed, painted or affixed at the sole cost and expense of the tenant, by a
person approved by Landlord.
(Schedule 2 rules and regulations)
page two
9. No signaling, telegraphic or telephonic instruments or devices, or other
wires, instruments or devices, shall be installed by Tenant in connection with
any Leased Premises without the prior written approval of Landlord not to be
---------
unreasonably withheld, conditioned or delayed or specifically identified and
---------------------------------------------
located on Construction Documents as defined in EXHIBIT A. Such installations,
---------
and the boring or cutting for wires, shall be made at the sole cost and expense
of the tenant and under control and direction of Landlord. Landlord retains, in
all cases, the right to require (i) the installation and use of such electrical
protecting devices that prevent the transmission of excessive currents of
electricity into or through the Building, (ii) the changing of wires and of
their installation and arrangement underground or otherwise as Landlord may
direct, and (iii) compliance on the part of all using or seeking access to such
wires with such rules as Landlord may establish relating thereto. All such wires
used by tenants must be clearly tagged at the distribution boards and junction
boxes and elsewhere in the Building, with (i) the number of the Leased Premises
to which said wires lead, (ii) the purpose for which said wires are used, and
(iii) the name of the company operating same.
10. Tenant, their agents, servants or employees, shall not (a) go on the roof
of the Building, (b) use any additional method of heating or air conditioning
the Leased Premises, (c) sweep or throw any dirt or other substance from the
Leased Premises into any of the halls, corridors, elevators, or stairways of the
Building, (d) bring in or keep in or about the Leased Premises any vehicles or
animals of any kind, (e) install any radio or television antennae or any other
device or item on the roof, exterior walls, windows or window xxxxx of the
Building, (f) place objects against glass partitions, doors or windows which
would be unsightly from the interior or exterior of the Building, (g) use any
Leased Premises (i) for lodging or sleeping, (ii) for cooking (except that the
use by any tenant of Underwriter's Laboratory-approved equipment for
microwaving, brewing coffee, tea and similar beverages shall be permitted,
provided that such use is in compliance with law), (iii) for any manufacturing,
or sale of merchandise or property of any kind, (h) cause or permit unusual or
objectionable odor to be produced or permeate from the Leased Premises,
including, without limitation, duplicating or printing equipment fumes. Tenant,
its agents, servants and employees, invitees, licensees, or visitors shall not
permit the operation of any musical or sound producing instruments or device
which may be heard outside Leased Premises, Building or garage facility, or
which may emit electrical waves which will impair radio or television broadcast
or reception from or into the Building.
11. No canvassing, soliciting, distribution of hand bills or other written
material, or peddling by Tenant shall be permitted in the Building or the
Project, and tenants shall cooperate with Landlord in prevention and elimination
of same.
12. Tenant shall give Landlord prompt notice of all accidents to or defects in
air conditioning equipment, plumbing, electrical facilities or any part or
appurtenances of Leased Premises.
13. If any Leased Premises becomes infested with vermin by acts of Tenant, the
Tenant, at its sole cost and expense, shall cause its premises to be
exterminated from time to time to the satisfaction of the Landlord and shall
employ such exterminators as shall be approved by Landlord.
14. No curtains, blinds, shades, screens, awnings or other coverings or
projections of any nature shall be attached to or hung in, or used in connection
with any door, window or wall of the premises of the Building by Tenant without
the prior written consent of Landlord.
15. Landlord shall have the right to prohibit any advertising by tenant which,
in Landlord's opinion, tends to impair the reputation of Landlord or of the
Building, or its desirability for existing or prospective tenants who require
the highest standards of integrity and respectability, and upon written notice
from Landlord, tenant shall refrain from or discontinue such advertising.
(Schedule 2 rules and regulations)
page three
16. Wherever the word "tenant" occurs, it is understood and agreed
that it shall also mean tenant's associates, employees, agents and any other
person entering the Building or the Leased Premises under the express or implied
invitation of tenant. Tenant shall cooperate with Landlord to assure compliance
by all such parties with rules and regulations.
17. Landlord will not be responsible for lost or stolen personal property,
equipment, money or any article taken from Leased Premises, Building or garage
facilities regardless of how or when loss occurs.
18. All contractors and or technicians performing work for Tenant within the
Leased Premises, Building or garage facilities shall be referred to Landlord for
approval before performing such work. This shall apply to all work including,
but not limited to, installation of telephones, electrical devises and
attachments, and all installations affecting floors, walls, windows, doors,
ceilings, equipment of any other physical feature of the Building, Leased
Premises or garage facilities.
19. Showcases and any other articles shall not be placed in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules by Tenant without the prior written consent of Landlord.
20. The Tenant shall not do anything in the Leased Premises, or bring or keep
anything herein, which will in any way increase or tend to increase the risk of
fire or rate of insurance, or which shall conflict with the Regulations of the
Fire Department, any fire laws, with any insurance policy on the Building or any
part thereof, or with any rules or ordinances established by any governmental
authority.
21. The requirements of Tenant will be attended to only upon application to
the Managing Agent. Employees of Landlord shall not perform any work or do
anything outside of their regular dates unless under special instructions from
Landlord, and no employee will admit any person (Tenant or otherwise) to any
office without specific instructions from Landlord.
22. Landlord reserves the right to make reasonable amendments, modifications
and additions to the rules and regulations heretofore set forth, and to make
additional reasonable rules and regulations, as in Landlord's reasonable
judgment may from time to time be needed for the safety, care, cleanliness and
preservation of good order of the Building.
SCHEDULE 3
WORK LETTER
-----------
1. Definitions The terms defined in this paragraph, for purposes of this
-----------
Schedule, shall have the meanings specified below, and, in addition to the
terms defined below, terms defined in the Lease shall, for purposes of this
Schedule, have the meanings specified in the Lease.
1.01 "Leasehold Improvements" means those items which are supplied, installed
----
and finished by Landlord, according to and described in the Construction
Documents (as hereinafter defined) and which shall be paid for by Landlord
(subject to the Allowance) as provided for in paragraph 2.03 below.
1.02 "Construction Documents" means the approved construction drawings, plans
----
and specifications referred to in paragraph 2.03.
1.03 "Substantial Completion" means that the Leasehold Improvements have been
----
substantially completed according to the Construction Documents, except for
items which will not materially affect the use of the Leased Premises and
---
which customarily are deemed to be "punch list work".
2. Construction Documents: Payments
--------------------------------
2.01 The parties have approved a preliminary floor plan for the Leased
----
Premises, a copy of which is attached to the Lease as Exhibit A (the
----------
"Preliminary Plan").
2.02 Landlord shall cause to be prepared and submitted to Tenant for approval
----
all drawings, plans and specifications necessary to construct the Leasehold
Improvements. Within five (5) business days from the date the documents are
submitted ("Document Approval Period"), Tenant shall approve or disapprove
the documents. If Tenant fails to respond within the Document Approval
Period. Tenant shall be deemed to have approved the Documents. If the Tenant
-----------------------------------------------------
disapproves the documents within the Approval Period, then the Landlord and
Tenant shall attempt to resolve the objections of Tenant; and if a resolution
cannot be reached within ten (10) days of Tenant's notice of disapproval,
then either Tenant or Landlord shall have the right to terminate the Lease by
written notice to the other.
The fees and expenses for preparing the drawings, plans and specifications
shall be included in the Final Cost (defined in paragraph 2.03 below).
2.03 It is hereby agreed by both Tenant and Landlord that the plans attached
---- -----------------------------------------------------------------------
hereto as Exhibit A constitute the approved Construction Documents which
------------------------------------------------------------------------
shall be built by Landlord for the $1,100,000.00 Tenant Finish Allowance
------------------------------------------------------------------------
contained herein. Tenant acknowledges that Landlord's sole monetary
-----------------
obligation is to pay the costs attributable to the construction of the
Leasehold Improvements, up to an aggregate maximum limit of $1,100,000.00
-------------
(the "Allowance"), and Tenant shall pay all other costs of the construction
of the Leasehold Improvements ("Tenant's Share"). In addition, all costs
attributable to changes and variations requested by Tenant from the
-------------------
Construction Documents in excess of the Allowance (including, without
----------
limitation, any fees and expenses of the Consultants and any increased costs
of construction) shall be paid by Tenant. Any said changes or variations for
----------------------------------
which Tenant is responsible shall be undertaken by Landlord upon receipt of
---------------------------------------------------------------------------
50% of the costs therefore. The remaining 50% shall be due within 10
---------------------------------------------------------------------
business days after completion and receipt of an invoice from Landlord.
-----------------------------------------------------------------------
Schedule 3 work letter)
page 2
3. Leasehold Improvements
----------------------
3.01 The following provisions shall apply to the construction of the
----
Leasehold Improvements:
(a) All work involved in the completion of the Leasehold Improvements
shall be carried out by Landlord and its agents and contractors under the
sole direction of Landlord. Tenant shall cooperate with Landlord and its
agents and contractors to promote the efficient and expeditious completion
of the Leasehold Improvements; and
(b) Landlord agrees to construct the Leasehold Improvements in accordance
with the Construction Documents, provided Tenant has complied with all the
applicable provisions of this Schedule and the Lease. Landlord agrees to
------------------
construct the Leasehold Improvements in accordance with all applicable law
--------------------------------------------------------------------------
and Building codes.
-------------------
3.02 If there are any changes in the Leasehold Improvements requested by, or
----
on behalf of, Tenant from the work as reflected in the Construction
Documents, each such change must receive the prior written approval of
Landlord, and Tenant shall bear the net cost of all such changes.
---
3.03 Landlord shall have no obligation to commence construction of any work
----
in the Leased Premises until (a) Tenant has approved the Construction
Documents and the Final Cost for the construction of the Leasehold
Improvements as required by the provisions hereof, and (b) Landlord shall
have received Tenant's advance payment in an amount equal to 50% of Tenant's
------
Share, if any.
3.04 Upon Substantial Completion, Landlord and Tenant shall walk through the
----------------------------------------------------------------------------
Premises and agree as to punchlist items. Landlord shall use reasonable
-----------------------------------------------------------------------
efforts to complete punchlist items within thirty (30) days after the
---------------------------------------------------------------------
Commencement Date.
------------------
4. Lease Commencement Date
-----------------------
4.01 Landlord shall notify Tenant when Substantial Completion has been
----
achieved and the Lease Commencement Date shall be established as set forth in
the Lease. Notwithstanding anything to the contrary contained in the Lease or
this Schedule, the Lease Commencement Date shall not be extended for any
delay in Substantial Completion to the extent that such delay is caused in
whole or in part by any act or omission attributable to Tenant, including
without limitation:
(a) Tenant's request for any Leasehold Improvements which require
materials which need to be ordered and are not immediately available
provided that at the time the materials were ordered Landlord informed
----------------------------------------------------------------------
Tenant of the unavailability and Tenant does not substitute such materials
--------------------------------------------------------------------------
with materials which are available;
----------------------------------
(b) Tenants failure to furnish promptly information concerning Tenant's
requirements pertaining to construction of the Leasehold Improvements or
any other information requested by the Landlord as necessary or useful to
prepare the Construction Documents;
(Schedule 3 work letter)
page three
(c) Tenant's failure to approve promptly the Construction Documents and
Final Cost; and
(d) Tenant's request for any changes in the Leasehold Improvements from
the work as reflected in the Construction Documents.
4.02 In any event, Rent payable under the Lease shall not xxxxx by reason of
----
any delay, expense or other burden arising out of or incurred in connection
with the design or construction of the Leasehold Improvements to the extent
that such delay, expense or other burden is caused in whole or in part by any
act or omission attributable to Tenant (including, without limitation, the
acts and omissions referred to in subparagraphs (a) through (d) of paragraph
4.01 above).
5. Tenant's Access To Leased Premises
----------------------------------
5.01 Landlord, in its sole discretion, may permit Tenant and Tenant's agents
----
or independent contractors to enter the Leased Premises prior to the
scheduled Lease Commencement Date in order that Tenant may do other work as
may be required by Tenant to make the Leased Premises ready for Tenant's use
and occupancy. Such permission must be in writing prior to entry. If Landlord
permits such prior entry, then such license shall be subject to the condition
that Tenant and Tenant's agents, contractors, workmen, mechanics, suppliers,
and invitees shall work in harmony with and not interfere with Landlord and
its agents and contractors in doing its work in the Leased Premises or the
Building or with other tenants and occupants of the Building or the Project.
If at any time such entry shall cause or threaten to cause disharmony or
interference, Landlord, in its sole discretion, shall have the right to
withdraw and cancel such license upon notice to Tenant. Tenant agrees that
any such entry into the Leased Premises shall be deemed to be under all of
the terms, covenants, conditions and provisions of the Lease, except as to
the covenant to pay periodic Rent. Tenant further agrees that, to the extent
permitted by law, Landlord and its principals shall not be liable in any way
for any injury or death to any person or persons, loss or damage to any of
the Leasehold Improvements or installations made in the Leased Premises or
loss or damage to property placed therein or there about, the same being at
Tenant's sole risk.
5.02 In addition to any other conditions or limitations on such license to
----
enter the Leased Premises prior to the Lease Commencement Date, Tenant
expressly agrees that none of its agents, contractors, workmen, mechanics,
suppliers or invitees shall enter the Leased Premises prior to the Lease
Commencement Date unless and until each of them shall furnish Landlord with
satisfactory evidence of insurance coverage, financial responsibility and
appropriate written releases of mechanics' or materialmen's lien claims.
6. Miscellaneous Provisions Landlord and Tenant further agree as follows:
------------------------
6.01 Except as herein expressly set forth with respect to the Leasehold
----
Improvements, Landlord has no agreement with Tenant and has no obligation to
do any work with respect to the Leased Premises. Any other work in the Leased
Premises which may be permitted by Landlord pursuant to the terms and
conditions of the Lease shall be done at Tenant' s sole cost and expense and
in accordance with the terms and conditions of the Lease.
6.02 This Schedule shall not be deemed applicable to: (a) any additional
----
space added to the original Leased Premises at any time, whether by the
exercise of any options under the Lease or otherwise, or (b) any portion of
the original Leased Premises or any additions thereto in the event of a
renewal or extension of the original Lease Term, whether by the exercise of
any options under the Lease or any amendment or supplement thereto. The
construction of any additions or improvements to the Leased Premises not
contemplated by this Schedule shall be effected pursuant to a separate work
letter agreement or other document, in the form then being used by Landlord
and specifically addressed to the allocation of costs relating to such
construction.
(Schedule 3 work letter)
page four
6.03 Landlord shall be responsible for correcting defects in construction,
---------------------------------------------------------------------------
including latent defects discovered at any time during the Lease Term. For
---------------------------------------------------------------------------
any work constructed or equipment installed by Landlord as part of Leasehold
----------------------------------------------------------------------------
Improvements for which Tenant is responsible to maintain and repair under
-------------------------------------------------------------------------
terms of Lease, Landlord will assign all warranties and guaranties to Tenant
----------------------------------------------------------------------------
or cause Tenant to receive the benefit of same.
-----------------------------------------------
SCHEDULE 4
CERTIFICATE OF ACCEPTANCE
-------------------------
TENANT INTEGRAL SYSTEMS, INC.
----------------------
LEASED PREMISES 66,700 Square Fee
-----------------
LOCATED AT 0000-X Xxxxxxxxxxxx Xxx and 0000-X Xxxxxxxxxxxx Xxx, Xxxxxx, Xxxxxxxx
---------------------------------------------------------------------
20706
-----
This letter is to certify that:
1. The above referenced Leased Premises have been accepted by the Tenant for
possession.
2. The Leased Premises are substantially complete in accordance with the plans
and specifications used in constructing the demised premises.
3. The Leased Premises can now be used for intended purposes.
The execution of this certificate shall not relieve the Landlord of its
obligation to expeditiously complete all work to which the Tenant is entitled
under the terms of its lease with the Landlord. Neither this certificate, nor
Tenant's occupancy of the Leased Premises, shall be construed to relieve the
Landlord of its responsibility to remedy, correct, replace, reconstruct or
repair any deviation, deficiency or defect in the work or in the materials or
equipment furnished by the Landlord, without cost to Tenant, if a claim with
respect thereto is made by Tenant.
Commencement Date June 1, 1999.
------ --
Expiration Date May 31, 2009.
------ --
Executed this ____ day of _______,19__.
TENANT
BY:_________________________________
Authorized Signatory
____________________________________
(PLEASE PRINT NAME)
EXHIBIT D
WASHINGTON BUSINESS PARK
TENANT'S ESTIMATED SHARE OF OPERATING EXPENSES 1998
---------------------------------------------------
WBP #16 WBP #11
------- -------
REAL ESTATE TAXES & FRONT FOOT BENEFIT $ .70 $ .80
WATER & SEWER .05 .05
ELECTRICITY - EXTERIOR .10 .10
LANDSCAPING & GROUNDS MAINTENANCE .20 .20
SNOW REMOVAL .15 .15
LOT SWEEPING & TRASH REMOVAL .04 .04
REPAIRS .10 .10
SECURITY .05 .05
EXTERIOR MAINTENANCE .05 .10
INSURANCE .06 .06
PROPERTY MANAGEMENT FEE .25 .30
----- -----
TOTAL COST $1.75 $1.95
===== =====
EXHIBIT E
HVAC MAINTENANCE SCHEDULE
-------------------------
SERVICE CONTRACT FOR PREVENTIVE MAINTENANCE OF HEATING, VENTILATING AND/OR AIR
CONDITIONING EQUIPMENT SERVING THE PREMISES.
The scope of the maintenance contract shall be as follows:
I. Four quarterly inspection/maintenance service calls to inspect and
maintain the equipment in accordance with the Check List.
II. Tune-up, inspection and start-up at the beginning of the heating and
cooling seasons.
III. Four filter changes per year. Two will be in conjunction with the
Spring and Fall start-up inspections.
IV. Contractor shall provide all lubricants, cleaning materials, filters,
belts, pulleys and labor required to conduct the preventive maintenance.
V. Annual chemical cleaning of condenser and evaporator coils.
CHECK LIST:
AIR CONDITIONING SYSTEMS
------------------------
1. Lubricate moving parts.
2. Clean and adjust controls.
3. Check belts and drives: adjust and/or replace as necessary.
4. Inspect filters; replace as required.
5. Check evaporator air temperatures.
6. Check wiring and connections.
7. Check refrigerant and charge as necessary.
8. Check evaporator and condenser coils for cleanliness.
9. Check operating pressures.
10. Check voltage and amperage - all motors.
11. Clean and adjust thermostats.
12. Clean condensate drain.
13. Check and adjust all contractor contacts.
14. Check and adjust pressure switch cut-out settings.
15. Check performance and efficiency of cooling system.
HEATING SYSTEMS
---------------
1. Lubricate moving parts.
2. Clean and adjust controls.
3. Adjust heater for efficiency.
4. Check belts and drives; adjust and/or replace as necessary.
5. Inspect filters; replace as required.
6. Check air temperature rise.
7. Check all wiring and connections.
8. Clean and adjust thermostat.
9. Check performance and efficiency of heating equipment.
EXHIBIT F
DECLARATION OF COVENANTS
------------------------
CC&F MARYLAND, INC., a corporation organized and existing under the laws of
the State of Maryland, owner of the land included within and as a part of the
Cabot, Cabot and Forbes Washington Industrial Park, Lanham District, Prince
George's County, Maryland, and being the land conveyed by The United Clay
Products Company to CC&F Maryland, Inc. by Deed recorded among the Land Records
of Prince George's County, Maryland in Liber 4256 at folio 84 (said land, less
any land dedicated or being dedicated to public use, being hereinafter referred
to as the "land" or as the "Protected Area"), as such owner and for itself and
its successors in title to any and all of the land comprising the Protected
Area, hereby declares that all such land shall be held subject to and with the
benefit of the restrictions and provisions hereof, that any and all successors
in title to CC&F Maryland, Inc. to the land shall hold their land, or their
respective interests therein, and that CC&F Maryland, Inc. shall hold the land
retained by it subject to and with the benefit of said restrictions and
provisions, as covenants running with the land and as equitable servitudes, for
the mutual benefit of such lands and their owners and lessees, all to assure
development of the land as Protected Area and as a Controlled Industrial Center.
1. As used in this Instrument:
(a) "Declaration of Covenants" means this Instrument together with any
supplemental instruments hereafter executed and recorded as provided in clause
(c) of this Paragraph.
(b) "Plan-Approving Agent" means CC&F Maryland, Inc. until they cease to
own of record any land in the Protected Area and thereafter, if it has conveyed
of record all land then owned by
it in the Protected Area by conveyance containing an express grant to the
grantee of rights to approve plans and grant variances as hereinafter provided,
Plan-Approving Agent shall mean such grantee and successive grantees under like
conveyances until such a grantee ceases to own of record any land in the
Protected Area; but after conveyance by CC&F Maryland, Inc. or such a grantee of
all land in the Protected Area then owned by the grantor or grantors without
such an express grant of rights, there shall no longer be a Plan-Approving
Agent.
(c) "Protected Area" means the land not dedicated to public use and lying
within the Cabot, Cabot and Forbes Washington Industrial Park, as resubdivided
as aforesaid, and also each additional area of land now or hereafter owned by
the Plan-Approving Agent or others which, whether or not such land adjoin the
Protected Area as then constituted, is designated as an Additional Protected
Area by a supplemental instrument which (i) declares that such Additional
Protected Area shall be held subject to and with the benefit of the restrictions
and provisions set forth in this Declaration, (ii) is executed by the Plan-
Approving Agent and such other persons, if any, as may be necessary to subject
such Additional Protected Area to said restrictions and provisions, and (iii) is
duly recorded.
(d) "Site" means an area of land in the Protected Area in the same
ownership, either shown as one lot on a recorded plan, or, if not so shown,
described as the site for one or more buildings by the owner in a recorded
instrument, whether or not in either case (i) acquired at one time, (ii)
previously so shown as more than one lot or (iii) also shown or described for
the purpose of lease, but not conveyance, as more than one lot.
(e) "Street" means any publicly maintained roadway and also any private
roadway which has been expressly offered in any
recorded plan or instrument to be dedicated to the public use. Lands lying on
opposite sides of a Street shall be regarded as "Adjoining".
(f) "Controlled Industrial Center" means an industrial development having
open areas, landscaping, exterior appearance, access and parking and loading
facilities conforming in overall effect to those provided by the restrictions
set forth in this Declaration.
2. Until December 31, A. D. 2025 and except as provided in Paragraphs 3 and
4 below, the Protected Area shall be subject to restrictions as follows:
(a) No building shall be located within forty feet of any Street or
fifteen feet of the side or rear boundary lines of the Site, nor occupying more
than 50% of the lot area, nor have exterior walls other than of brick, stone or
exposed aggregate, or other durable material (such as metal panels) of equal or
greater aesthetic and structural acceptability, and all such material, so long
as there is a Plan-Approving Agent, shall be subject to the approval (as to
color, permanence and architectural conformity with a planned industrial park)
in writing of such Agent, and such approval may be conditioned upon requirements
of special maintenance to assure its continued acceptability as an exterior
surface including, if require, painting and repainting at least every four (4)
years. No part of the roof line of any building, as visible from any Street or
adjoining Site, shall be more than two feet higher or lower than a line
projected between extreme uppermost corners of the wall(s) of the building as so
viewed.
(b) As a condition to the permanent occupancy of any Site, at least two-
thirds (2/3rds) of the area of the Site lying within forty feet from any Street
shall be established and utilized only
as landscaped area, which shall be planted and maintained in lawn, plants,
shrubs and trees, in accordance with a landscaping plan which shall have been
submitted to and approved in writing by the Plan-Approving Agent prior to
implementation of the landscaping. All such landscaping shall be done in a good
and workmanlike manner with all plantings to be of first or best quality locally
available, and properly installed and maintained. The surface of so much of the
remainder of each Site which is not covered by buildings, paving, lawns or
landscaping, shall be treated and maintained so as to be and remain dust-free.
No existing tree having a trunk diameter of more than four inches, measured
three feet off the ground, which is not located within a portion of the Site
proposed to be occupied by a building or other improvements, or required for
access or loading, whether or not within a landscaped area, shall be removed
unless replaced with a similar tree, approved in writing by the Plan-Approving
Agent, of at least that diameter.
The Plan-Approving Agent shall have the right, in the event that any Site is
occupied or used without such landscaping having been effected as aforesaid or
in the event that such landscaping is not adequately maintained or in the event
any existing tree is removed contrary to the provisions hereof, to cause such
landscaping or maintenance (including replacing dead or inadequate stock) or
replacement of improperly removed trees to be done, provided that the Plan-
Approving Agent shall have given the owner of such Site at least thirty (30)
days written notice of intention to do so, and such notice shall not have been
complied with. In such case the Plan-Approving Agent shall be reimbursed
forthwith by the owner of the Site (with the Plan-Approving Agent having no
obligation to share in such costs), plus interest at the prime rate in effect as
of the expenditures; and the amount of such costs
and expenses, plus interest, shall constitute a lien upon the Site until paid,
subordinate, however, to the lien of any existing mortgage or like encumbrance
upon the Site.
(c) There shall be maintained on each Site facilities for parking,
loading and unloading sufficient to serve the business conducted thereon without
using adjacent streets therefor; and no use shall be made of any Site which will
attract or generally require parking in excess of the parking spaces then
available thereon, or which will require loading and unloading facilities beyond
the normal capacity of the then existing facilities therefor, it being
understood that all parking (including employees' parking) on public ways is to
be discouraged by all means reasonably available to each grantee or lessee or
occupant of the Protected Area.
(d) Each Site shall be used only for manufacturing, processing, storage,
wholesale, office, laboratory, professional, research and development activities
(and minor service and retail uses for accommodation of those employed therein);
and there shall not be permitted any junk or salvage yard or any other use which
will be offensive to the neighborhood by reason of odor, fumes, dust, smoke,
noise or pollution or will be hazardous by reason of danger of radiation, fire
or explosion. The Plan-Approving Agent shall have the right to approve
development not to exceed 10% of the Protected Area for retail uses limited to
the sale of goods and services reasonably required for the convenience of
occupants within the Protected Area such as restaurants, drugstores, hotel and
motel, xxxxxx and beauty shops, shoe repair shops, cleaners, post offices,
recreational facilities, banks and automobile service stations.
(e) Each Site, including the paved and landscaped areas of same and the
exterior of all buildings and other structures
thereon, shall be maintained in good order, condition and repair, including (if
required by the Plan-Approving Agent) repainting of painted surfaces at least
every four years, so that when viewed from any Street or adjoining land, the
appearance of the Site and the paving, landscaping and buildings of same will be
orderly and harmonious with a Controlled Industrial Center.
(f) No open storage shall be permitted unless the following conditions
shall have been satisfied with respect thereto: (i) the storage area shall be so
sited and so screened so that the items stored therein shall not be viewable
from Streets or abutting land, (ii) the location, size and nature of the storage
area and the kind of items to be stored therein are not detrimental to the
appearance of a Controlled Industrial Center, and (iii) the Plan-Approving Agent
shall have approved the same in writing, which approval shall not be
unreasonably withheld if the same conforms to the preceding (i) and (ii).
(g) No exterior signs of any type which normally would be visible from
any Street or adjoining Site shall be placed or maintained on any Site or
building unless the same shall have been first approved in writing by the Plan-
Approving Agent. The plans for the proposed sign(s) and the location of same on
the Site or building must be submitted to the Plan-Approving Agent and the
design, type and location must conform to any sign standards as may be then
generally established by the Plan-Approving Agent and in effect with respect to
the Protected Area.
(h) So long as there is a Plan-Approving Agent, no building or structure
shall be erected or exterior structural alteration or addition made unless both
building and landscaping plans, as aforesaid, shall have been submitted to and
approved in writing by the Plan-Approving Agent, which approval shall not be
unreasonably withheld, provided that the plans (i) provide for
the retention and preservation of as much of the natural growth on the Site as
is reasonable under the circumstances - or replacement within areas which are
required or planned to be maintained in landscaping, (ii) are consistent with
the provisions hereof, and (iii) provide for a development of the Site which
otherwise will be in conformity, architecturally, with a Controlled Industrial
Center.
The date of December 31, 2025, shown at the commencement of this Paragraph 2,
shall be subject to extension, from time to time, by a supplement to this
Declaration of Covenants, duly executed by the Plan-Approving Agent and duly
recorded among the Land Records of Prince George's County, Maryland, provided
that no extension hereof shall be for a term of more than twenty (20) years, and
provided further that upon the lapse hereof without the recordation of any such
supplement extending the term hereof to this Declaration of Covenants shall be
conclusively deemed to have been extinguished for all purposes.
3. So long as there is a Plan-Approving Agent, such Agent may from time to
time by written instrument grant variances from application of particular
provisions of Paragraph 2 above to particular buildings or Sites where, in the
opinion of the Agent as certified in the instrument, desirable relief can be
granted without substantial detriment to the development of the Protected Area
as a Controlled Industrial Center and without substantial detriment to the
portions thereof theretofore built upon. The restrictions and provisions set
forth in this Declaration shall run with the land, and so long as there is a
Plan-Approving Agent, such Agent may enforce the same, but no owner other than a
PlanApproving Agent may enforce the same.
4. Enforcement and remedy under this Declaration shall be by proceeding in
equity to restrain, remove or end violations and
also as provided for in Paragraph 5. Any permanent construction (other than
exterior signs, driveways, parking areas, grading and landscaping), completed
for more than four months shall be deemed to comply unless (i) written notice of
violation theretofore shall have been given by the Plan-Approving Agent to the
owner or occupier of the land on which the violation has occurred or (ii)
proceeding for enforcement has theretofore been commenced under Paragraph 5 or
in Court of Record or other court having jurisdiction; and, unless the violation
hereof is with respect to the restrictions set forth in clause (a) of Paragraph
2, compliance shall not be attributed thereto because of lapse of time without
notice concerning the violation.
5. If, in the judgment of the Plan-Approving Agent, there shall be any
violation of any condition to any approval previously given by the Plan-
Approving Agent or any failure to comply with the provisions of Paragraphs 2
(c), (e), (f) or (g), the Plan-Approving Agent shall have the right, after
giving the record owner of the Site in question at least thirty (30) days prior
written notice, to enter upon the Site and take such steps and cause such things
to be done as, in the judgment of the Plan-Approving Agent are appropriate to
achieve compliance herewith; and all costs and expenses incurred by the Plan-
Approving Agent in so doing shall be paid by the owner of the Site to the Plan-
Approving Agent upon demand. If any owner contests the reasonableness of the
judgment or the propriety or cost of any action taken by the Plan-Approving
Agent pursuant to the foregoing, such controversy shall be determined only by
arbitration as follows.
The owner of the Site and the Plan-Approving Agent each shall appoint an
arbitrator and the two so appointed shall select a third arbitrator and if the
two arbitrators cannot agree on such selection, the selection of the third
arbitrator shall be made by
The American Arbitration Association.
The Plan-Approving Agent and the owner shall submit the questions involved to
the Arbitration Panel within twenty (20) days after the Panel shall have been
formed and the Panel shall render its decision, a majority to be controlling,
within thirty (30) days thereafter. Each party shall be responsible to pay one-
half of the fees and other charges of the arbitrators including expenses with
respect to the arbitration. The decision of the arbitrators shall be final and
binding upon both the Plan-Approving Agent and the owner and neither shall have
recourse to any Court or other forum to alter or challenge the propriety of the
decision which decision, however, shall be enforceable in accordance with law.
6. Failure to enforce any restriction or provision of this Declaration shall
not, except as provided in Paragraph 4, be deemed a waiver of the right to do so
thereafter as to the same breach or as to one occurring prior to or subsequent
thereto. Invalidation by Judgment of Court of any one of said restrictions or
provisions or of any act done pursuant thereto shall in nowise affect any other
restriction or provision of this Declaration or act done pursuant thereto as
herein provided, which shall remain in full force and effect. No owner shall be
responsible except for violations occurring on his land while owner.
7. This Declaration of Covenants shall be immediately effective upon the
first grant or demise of any part of the land in the Protected Area by CC&F
Maryland, Inc., and each such grant or demise shall include, in the granting
clause or the language of demise, words substantially as follows:
Together with the benefits and subject to the burdens of that certain
Declaration of Covenants dated _________, 1975 and recorded among the
Land Records of Prince George's County, Maryland, grantee [or lessee,
if appropriate], hereby acknowledging that each and all of the
benefits and burdens therein contained shall run with the land.
If, by reason of inadvertence or otherwise such words are not set forth in any
such deed or lease, such words shall be deemed to have been set forth therein
for all purposes, and any such deed or lease shall be construed as if such words
were set forth therein.
IN WITNESS WHEREOF, and intending to be legally bound hereby, CC&F Maryland,
Inc. has caused these presents to be duly signed in its corporate name and its
corporate seal to be hereunto affixed and attested by its duly authorized
corporate officers as of the _______ day of ___________, 1975.
CC&F MARYLAND, INC.
ATTEST:
__________________________________ By____________________________________
Secretary President
Washington, District of Columbia) to wit:
I hereby certify that on this ______ day of _______, 1975, before the
subscriber, a Notary Public in and for the District aforesaid, personally
appeared __________________ President of CC&F Maryland, Inc., and on behalf of
the said Corporation did acknowledge the aforegoing Declaration of Covenants
bearing date as of the _______ day of ________ 1975, to be the act and deed of
said Corporation.
GIVEN under my hand and official seal this ______ day of _______, 1975.
_________________________
Notary Public, D.C.
My Commission Expires:______________________
AMENDMENT TO DECLARATION OF COVENANTS
CADILLAC/XXXXXXXX PROPERTIES, a general partnership under the laws of the
State of Maryland, does hereby declare as follows:
WHEREAS, CC&F Maryland, Inc. prepared, executed and recorded among the Land
Records of Prince Georges County, Maryland, in Liber 4505 at folio 216, a
Declaration of Covenants intended to protect and preserve certain features of
property therein described and therein referred to as the "protected area" now
being owned by Cadillac/Xxxxxxxx Properties, party hereto; and
WHEREAS, there are no other parties in ownership required to execute these
presents to effectuate the amendments herein set forth;
NOW, THEREFORE, the said Declaration of Covenants recorded as aforesaid in
Liber 4505 at folio 216, is hereby amended as follows:
1. The designation of the "Plan-Approving Agent" in paragraph l(b) is hereby
changed from "CC&F Maryland, Inc." to "Cadillac/Xxxxxxxx Properties," all other
terms and provisions of the said paragraph l(b) to remain unaffected hereby.
2. Paragraph 2(a) is hereby amended to cause the first two lines of the said
subparagraph to read as follows: "No building shall be located within 40 feet of
any curb line on any street or within 15 feet of the side or rear boundary lines
of the...."
3. The term "retail uses" appearing in the tenth line of paragraph 2(d) (at
Liber 4505, folio 220 on the said Land Records) is hereby amended to read
"general retail uses."
4. The indented portion at the top of page 10 of the said Declaration of
Covenants (at Liber 4505, folio 225, on
the said Land Records shall be appropriately amended to be reflective of this
amendatory Declaration of Covenants.
5. Except as expressly amended hereby, the said Declaration of Covenants
is hereby reaffirmed and the same shall remain in full force and effect as
amended hereby.
IN WITNESS WHEREOF and intending to be legally bound hereby,
Cadillac/Xxxxxxxx Properties, a general partnership, has caused these presents
to be duly signed by its duly authorized corporate partner, with the affixing of
the corporate seal of the said corporate partner, all as of the _______day of
______, 1976.
CADILLAC/XXXXXXXX PROPERTIES,
a General Partnership.
By: CADILLAC FAIRVIEW/MARYLAND,
INC., Authorized General Partner
By_____________________________
STATE OF MARYLAND )
COUNTY OF PRINCE GEORGE'S) to wit:
I HEREBY CERTIFY that on this 10th day of November, 1976, before me, a
Notary Public in and for the County and State aforesaid personally appeared
Xxxxx Xxxxxxx, who acknowledged himself to be the President of Cadillac
Fairview/Maryland, Inc., which corporation is a General Partner of
Cadillac/Xxxxxxxx Properties, a General Partnership under the laws of the State
of Maryland and the same Xxxxx Xxxxxxx being personally known to me to be the
person whose name is subscribed to the foregoing instrument and that he executed
the same on behalf of the said corporate General Partner as the act and deed of
Cadillac/Xxxxxxxx Properties.
________________________________
Notary Public
My Commission expires: July 1, 1978
EXHIBIT G
SUBORDINATION, NONDISTURBANCE
AND ATTORNMENT AGREEMENT
This Subordination, Nondisturbance and Attornment Agreement ("Agreement") is
entered into as of _______, 1999, by Integral Systems, Inc. a __________
corporation ("Tenant"), for the benefit of the holder, from time to time, of the
"Mortgage" (as hereinafter defined) ("Lender").
WITNESSETH;
-----------
A. ASP Washington, L.L.C. ("Landlord") has executed and delivered a Class
A Mortgage Note, a Class B-1 Mortgage Note and a Class B-2 Mortgage Note, each
dated as of September 23, 1998 (together and as amended or modified, the
"Note").
B. The Note is held by the Lender and is secured in part by an Indenture
of Mortgage, Deed of Trust, Deed to Secure Debt, Security Agreement, Financing
Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits,
dated as of September 23, 1998, among Landlord, as grantor, the trustee(s) named
therein, as trustee, and Lender, as beneficiary (as amended or modified, the
"Mortgage"), which Mortgage is recorded in the Official Records in the County in
which the real property which is commonly known as Washington Business Park (the
"Project") is located, such real property being more particularly described on
Exhibit A attached hereto and made a part hereof.
C. Tenant has entered into a lease with Landlord, of even date herewith,
pursuant to which Tenant has let certain premises at the Project (the "Lease")
and pursuant to which the Tenant's leasehold interest in the Project is and
shall be subordinate to the interest of Lender under the Mortgage.
NOW THEREFORE, in consideration of the premises and landlord's execution of
the Lease, Tenant agrees as follows:
1. Subordination. The Lease shall be subject and subordinate in all
-------------
respects to the Mortgage, and to any and all advances to be made thereunder and
all renewals, modifications, consolidations, replacements and extensions thereof
2. Nondisturbance. So long as Tenant pays all rents and other charges as
--------------
specified in the Lease and is not otherwise in default of any of its obligations
and covenants pursuant to the Lease beyond any applicable grace periods
thereunder, Tenant's possession of the premises as described in the Lease and
Tenant's other rights under the Lease will not be disturbed during the term of
the Lease, as said term may be extended pursuant to the terms of the Lease or
said premises may be expanded as specified in the Lease, and any successor in
interest to the rights and obligations of the Landlord under the Lease will
abide
by the provisions of the Lease, notwithstanding any other provisions in the
Mortgage. For purposes of this paragraph, a foreclosure shall include a
sheriff's or trustee's sale under the power of sale contained in the Mortgage
and any other transfer of the Landlord's interest in the Project under peril of
foreclosure, including without limiting the generality of the foregoing, an
assignment or sale in lieu of foreclosure.
3. Attornment: Subject (i) to Landlord's successor in interest's full
----------
compliance with the conditions relating to nondisturbance as set forth in
Section 2 above and (ii) to the performance by the same of all obligations of
the Landlord under the Lease with respect to obligations arising and accrued
from and after the date that said successor in interest acquires its interest in
the Project, Tenant agrees to attorn to, accept and recognize said successor in
interest as the landlord under the Lease for the then remaining balance of the
term of the Lease, and any extensions thereof as made pursuant to the Lease.
Tenant agrees to execute and deliver, at any time and from time to time, upon
the request of Lender or the purchaser at any foreclosure sale or any other
successor to landlord, as the case may be, any reasonable instrument which may
be necessary or appropriate to such successor landlord to evidence such
attornment.
4. Limitation on Liability. Notwithstanding anything to the contrary
-----------------------
contained herein or in the Lease, it is specifically understood and agreed that
Lender or any receiver, purchaser or successor landlord shall not be:
(a) liable for any act, omission, negligence or default of any prior
landlord; provided, however, that such successor landlord shall be liable and
responsible for the performance of all covenants and obligations of landlord
under the Lease from and after the date that it takes title to the Project; or
(b) subject to any offsets, claims or defenses which Tenant might have
against any prior landlord except those permitted under the Mortgage; or
(c) bound by any rent or additional rent which is payable on a monthly
basis and which Tenant might have paid for more than one (1) month in advance to
any prior landlord.
Notwithstanding the foregoing, Tenant reserves its rights to any and all claims
or causes of action against such prior landlord for prior losses or damages and
against the successor landlord for all losses or damages arising from and after
the date that such successor landlord takes title to the Project.
5. Successors. The obligations and rights of the parties pursuant to this
----------
Agreement shall bind and inure to the benefit of the successors, assigns, heirs
and legal representatives of Tenant and Landlord.
IN WITNESS WHEREOF, Tenant has executed and delivered this Agreement in
Lanham, Prince George's County, State of Maryland, as of the date set forth
------ --------------- --------
above.
TENANT:
___________________________________
By:________________________________
Name:______________________________
Title:_____________________________
STATE OF Maryland )
--------
)ss:
COUNTY OF Prince George's )
---------------
On January 22, 1999, before me personally came Xxxxxx X. Xxxxx, to be
----------- ---------------
known, who, being by me duly sworn, did depose and say that he resides at 0000
----
Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000; that he is the President of Integral Systems,
--------------------------------- --------- ----------------
Inc., the company described in and which executed the above instrument; and that
---- -------
he signed [his/her] name thereto by authority of the board of directors of said
corporation.
__________________________________
Notary Public
My Commission expires: April 1, 2002
-------------
[SEAL]
EXHIBIT A
Legal Description
EXHIBIT "H"
RIGHT OF FIRST OFFER AT 0000 XXXXXXXXXXXX XXX
---------------------------------------------
EXHIBIT "H" RIGHT OF FIRST OFFER AT 0000 XXXXXXXXXXXX XXX attached to and
made a part of Lease dated _________________, 1999 between ASP WASHINGTON,
L.L.C. ("Landlord') and INTEGRAL SYSTEMS, INC. ("Tenant") is hereby agreed
---------------------
to as follows:
Provided Tenant is not in default under any of the terms of this Lease and
subject to any similar options previously in existence granted to other tenants,
Tenant is hereby given a one time RIGHT OF FIRST OFFER on the 5,000 plus or
minus square foot area contiguous to the Premises at 0000 Xxxxxxxxxxxx Xxx, as
shown on Exhibit H-1 attached hereto.
Tenant shall have fifteen (15) days from receipt of written notice from
Landlord that said space is being seriously considered by another company to
execute a lease amendment agreement that will commence within 30 days thereof.
The rent shall be at fair market value as reasonably determined by Landlord for
a mutually agreeable Term.
LANDLORD:
ASP WASHINGTON, L.L.C.
___________________________________ By:__________________________________
___________________________________ By:__________________________________
WITNESSES AUTHORIZED SIGNATORIES
TENANT:
Integral Systems, Inc.
----------------------
___________________________________ By:__________________________________
Witness _______President
___________________________________ By:__________________________________
Witness _______Secretary
EXHIBIT "I"
RIGHT OF FIRST OFFER AT 0000 XXXXXXXXXXXX XXX
---------------------------------------------
EXHIBIT "I" RIGHT OF FIRST OFFER AT 0000 XXXXXXXXXXXX XXX attached to and made a
part of Lease dated ________ 1999 between ASP WASHINGTON, L.L.C. ("Landlord")
and INTEGRAL SYSTEMS, INC. ("Tenant") is hereby agreed to as follows:
---------------------
Provided Tenant is not in default under any of the terms of this Lease and
subject to any similar options previously in existence granted to other tenants,
Tenant is hereby given a one time RIGHT OF FIRST OFFER on the 10,521 plus or
minus square foot area contiguous to the Premises at 0000 Xxxxxxxxxxxx Xxx, as
shown on Exhibit I-1 attached hereto.
Tenant shall have fifteen (15) days from receipt of written notice from
Landlord that said space is being vacated by the current tenant to execute a
lease amendment agreement that will commence within 30 days after the
termination of the then tenant's lease. The rent shall be at fair market value
as reasonably determined by Landlord for a mutually agreeable Term.
LANDLORD:
ASP WASHINGTON, L.L.C.
____________________________________ By:_________________________________
____________________________________ By:_________________________________
WITNESSES AUTHORIZED SIGNATORIES
TENANT:
Integral Systems, Inc.
----------------------
____________________________________ By:_________________________________
Witness ___________President
____________________________________ By:_________________________________
Witness ___________Secretary
FIRST LEASE AMENDMENT AGREEMENT
This First Lease Amendment Agreement Is made on the _____ day of __________,
1999 between ASP WASHINGTON, LLC ("Landlord") whose address is c/o Xxxxxxxx Xxxx
Company, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 and INTEGRAL
SYSTEMS, INC.("Tenant") whose address is 0000-X Xxxxxxxxxxxx Xxx, Xxxxxx,
Xxxxxxxx 00000 who agrees as follows:
1. Recitals - This Lease Amendment Agreement is made with reference to the
--------
following facts and objectives:
(a) Landlord and Tenant entered into a written lease dated January 29, 1999
(the "Lease") in which Landlord leased to Tenant and Tenant leased from
Landlord. premises located at 5000 and 0000 Xxxxxxxxxxxx Xxx, Xxxxxx,
Xxxxxxxx 00000, described in Exhibit A attached to that Lease and made a
part thereof ("Premises") and comprising 65,700 square feet (20,000
square feet in 0000 Xxxxxxxxxxxx Xxx & 45,700 square feet in 0000
Xxxxxxxxxxxx Xxx).
(b) The Lease Term begins on or about March 15, 1999 and expires on May 31,
2009.
(c) The Landlord and Tenant are currently negotiating the terms of the Second
Lease Amendment Agreement, which will increase the size of the Premises.
Such incremental additional space will be located contiguous to the
Premises at 0000 Xxxxxxxxxxxx Xxx and shall be hereinafter referred to as
the "Expansion Space".
(d) The Tenant desires that the Landlord commence construction of the
improvements to the Expansion Space prior to the execution by the parties
of the Second Lease Amendment Agreement.
2. Improvements to the Expansion Space - Upon the execution of this First
-----------------------------------
Lease Amendment Agreement by the parties, Landlord shall commence construction
of the improvements to the Expansion Space as outlined in the construction
drawings dated February 24, 1999 by Xxxxx Xxxxx Architects.
3. Tenant's Indemnification - In the event that the Landlord and Tenant do
not execute the anticipated Second Lease Amendment Agreement for any reason, the
Tenant agrees to reimburse the Landlord within 30 days after written demand for
the actual alteration expenses incurred in relation to the modifications to the
Expansion Space, including but not limited to, space planning costs,
construction costs, and construction management costs. The failure to make such
reimbursement shall constitute a default under the Lease.
4. Remeasurement of the Premises - The Landlord's architect shall measure
-----------------------------
and confirm the square footage of the entire portion of the Premises located at
0000 Xxxxxxxxxxxx Xxx, inclusive of the Expansion Space. Such measurement shall
conform to the National Association of Industrial and Office Parks (NAIOP)
standards. The Second Lease Amendment Agreement shall amend the Lease to reflect
such new square footage measurement.
5. Interpretation - Nothing set forth in this First Lease Amendment
--------------
Agreement shall be construed to obligate either Landlord or Tenant to execute
the Second Lease Amendment Agreement, or any other amendment to the Lease.
6. Effectiveness of Lease - Except as set forth in this First Lease
----------------------
Amendment Agreement, all the provisions of the Lease shall remain unchanged and
in full force and effect.
WITNESS: LANDLORD:
ASP WASHINGTON, L.L.C.
______________________________ By:______________________________________
By:______________________________________
TENANT:
INTEGRAL SYSTEMS, INC.
_____________________________ By:______________________________________
By:______________________________________
