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EXHIBIT 10.5
REAL ESTATE CENTRAL, INC.
MARKETERS OF BUSINESS AND INVESTMENT PROPERTIES
XXX XXXXXXX XXXXX
000000 XXXXXXXXX XXXX
XXXXXXXXX, XXXXXXXX 00000
000-000-0000
LEASE AGREEMENT
THIS AGREEMENT OF LEASE made this 15th day of October, 1976, by and
between Mach I - Research Associates, or successor in title (hereinafter called
"Lessor"), and Icarus Corporation whose principal place office will be located
Rockville, Maryland (hereinafter called "Lessee").
WITNESSETH:
1. Lessor, for and in consideration of the rents, covenants,
agreements and conditions herein contained on the part of Lessee to be paid,
kept, observed and performed, does hereby lease to Lessee, and Lessee does
hereby lease from Lessor, subject to the terms and conditions of this lease,
the space (hereinafter referred to as the "demised premises") in the office
building (hereinafter referred to as the "building") located at 00000 Xxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx 00000. Lessor reserves the right to change the name
of the building, at any time or from time to time, without notice to, or the
consent of, the Lessee. The demised premises are outlined in red on the floor
plan attached hereto and made part hereof as Exhibit "A", and contain
approximately seven thousand one hundred sixty seven (7167) gross square feet.
The floor plan attached as Exhibit "A" sets forth only the general layout and
proposed manner of development of the demised premises and it is not and shall
not be deemed to be a warranty, representation, agreement or undertaking on the
part of Lessor that any prospective or existing tenant designated thereon shall
actually become or remain, as the case may be, a
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tenant of the building. Lessor may from time to time change or alter the size,
configuration, partitions or office designations of all or any of the offices or
stores in the commercial area of the building, if any, without the consent of,
or notice to, Lessee.
2. Subject to the provisions of this Lease, the term of this Lease
shall commence on January 1, 1977 (hereinafter referred to as the "date of
commencement") and shall expire at midnight on the last day of the month which
completes -63- months (hereinafter referred to as the "expiration date") after
the date of commencement.
3. Lessee covenants and agrees to pay to Lessor, throughout the term
of this lease, the Minimum Annual Rent provided in subparagraphs 3(a) and 3(b).
All rent payable by Lessee shall be paid to Lessor, without notice or demand
and without deduction, abatement or set off of any kind, at the office of Real
Estate Central, Inc. ("Agent"), its successor or assigns, presently located at
00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at such other place or to
such other person, firm or corporation as Lessor may, from time to time,
designate in writing.
(a) A Minimum Annual Rental of fifty four thousand four hundred eight
and 00/100 - - - - - - - - - - - - - - - - - - Dollars ($54,408.00 ), shall
be payable in twelve (12) equal monthly installments of four thousand five
hundred thirty four and 00/100 - - - - - - - - - - - - - Dollars ($4,534,00
) with the first monthly installment, per above stated amount, to be due and
payable on April 1, 1977 and each subsequent monthly installment to be due and
payable on the first day of each and every month thereafter during the term of
this lease, subject to adjustment as hereinafter set forth in subparagraph
3(a), 43 and 3(b). If the date of commencement of the term hereof is a date
other than the first day of a month, rent (including
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all additional rents payable pursuant to the terms of this lease) for the period
commencing with and including the date of commencement of the term hereof until
the first day of the following month shall be pro-rated on the basis of the
actual number of days in such period and shall be paid on the date of
commencement of the term hereof.*, per above stated amount,
(b) Commencing on the first day of the second lease year, and
continuing thereafter on the first day of each succeeding lease year during the
term of this lease, the Minimum Annual Rental payable pursuant to subparagraph
3(a) shall be adjusted to reflect changes in the cost of living, if any, in the
manner hereinafter set forth: The Minimum Annual Rental payable for the second
lease year shall be increased to an amount which equals the product of (i) The
Minimum Annual Rental payable during the first lease year, multiplied by (ii) a
fraction, the numerator of which is the CPI for the Adjustment Month and the
denominator of which is the CPI for the Base Month. The Minimum Annual Rental
payable for each subsequent lease year shall be increased to an amount which
equals the product of (i) the Minimum Annual Rental payable during the
immediately preceding lease year, multiplied by (ii) a fraction, the numerator
of which is the CPI for the Adjustment Month and the denominator of which is
the CPI for the Base Month.
(i) "CPI" shall be the Consumer Price Index for the Urban
Wage Earners and Clerical Workers, All Items (Base 1967=100), Washington, D.C.,
as published by the Bureau of Labor Statistics, U.S. Department of Labor. If
such index shall be discontinued with no successor or comparable successor
index, then Lessor shall have the right to substitute another similar index,
generally recognized as authoritative, by reconciling the base thereof with
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the base of the CPI.
(ii) The "first lease year" shall be the period commencing
on the date of commencement and terminating on the first anniversary of the
date of commencement. The "second lease year" shall be the period commencing
on the first anniversary of the date of commencement and terminating on the
second anniversary of the date of commencement. Each subsequent lease year
during the term hereof shall commence on the day immediately following the last
day of the preceding lease year and shall terminate on the next succeding
anniversary of the date of commencement, except that the last lease year during
the term hereof shall terminate on the expiration date or on the date this
lease otherwise terminates.
(iii) The "Base Month" shall be the calendar month of
issuance of the CPI nearest to the month of January of the calendar year
immediately preceding the calendar year during which a rent adjustment is to be
made pursuant to subparagraph 3(b).
(iv) The "Adjustment Month" shall be the calendar month of
issuance of the CPI nearest to the month of January of the calendar year during
which a rent adjustment is to be made pursuant to subparagraph 3(b).
(v) The foregoing provisions shall in no way act to reduce
the Minimum Annual Rental for a lease year below the Minimum Annual Rental for
the immediately preceding lease year.
(c) Wherever it is provided in this lease that Lessee is required
to make any payment to Lessor, such payment shall be deemed to be additional
rent and all remedies applicable to the non-payment of rent shall be applicable
thereto.
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4.(a) Lessee shall, throughout the term of this lease, pay to
Lessor, as additional rent which shall not be deducted from the Minimum Annual
Rent, Lessee's pro-rata share of the amount by which (i) the Real Estate Taxes
for the then current real estate tax year, exceed (ii) the Real Estate Taxes
for the Base Year, whether such excess results from a higher tax rate, an
increase in assessed valuation, the imposition of special assessments or
otherwise, except that Lessee shall not be liable for any excess attributable
to an increase in the tax assessment resulting from an expansion, renovation or
redesign of the building by Lessor. Lessee's pro-rata share shall be -2.9-% of
such excess. Lessee shall pay, in full, its share of such excess, if any, to
Lessor within thirty (30) days after Lessor has rendered a xxxx therefor
(accompanied by a statement showing the computation of Lessee's share thereof).
(b) For the purposes of this Paragraph: (i) the term "Real Estate
Taxes" means the total of all taxes and assessments, general and special,
ordinary or extraordinary, foreseen or unforeseen, including assessments for
public improvements and betterments, assessed, levied or imposed with respect
to the land and the building and other improvements located on the land, except
that if at any time during the term of this lease, a tax or excise on rents or
other tax, however described, is levied or assessed against Lessor or the land
and building on account of or measured by, in whole or in part, the Minimum
Annual Rent payable under this lease, as a substitute for or addition to, in
whole or in part, the Real Estate Taxes, such tax or excise on rents or other
tax shall be deemed to be Real Estate Taxes; (ii) the term "Base Year" shall
mean the real estate tax year in which the date of commencement of the lease
occurs; and (iii) the term "real estate tax year" shall mean the fiscal year of
the taxing authority in which the building is first fully assessed as a
completed structure and each corresponding twelve-month period
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thereafter, irrespective of the period or periods which may from time to time in
the future be established by competent authority for the purpose of levying or
imposing Real Estate Taxes.
(c) Reasonable expenses incurred by Lessor in obtaining or
attempting to obtain a reduction of any Real Estate Taxes shall be added to and
included in the amount of any such Real Estate Taxes. Real Estate Taxes which
are being contested by Lessor shall nevertheless be included for purposes of
computing Lessee's liability under the subparagraph 4(a), but if Lessee shall
have paid any amount of additional rent pursuant to his Paragraph and Lessor
shall thereafter receive a refund of any portion of any Real Estate Taxes on
which such payment shall have been based, Lessor shall pay to Lessees its
pro-rata share of such refund. Lessor shall have no obligation to contest,
object to or litigate the levy or imposition of any Real Estate Taxes and may
settle, compromise, consent to, waive or otherwise determine in its discretion
any Real Estate Taxes without the consent or approval of Lessee.
(d) If the expiration date of this lease shall not coincide with
the end of a real estate tax year, then in computing the amount payable under
this Paragraph for the period between the commencement of the real estate tax
year within which this lease terminates and the expiration date, the Real
Estate Taxes for the Base Year shall be deducted from the Real Estate Taxes for
the last full real estate tax year ending prior to the expiration date and, if
there shall be a difference, such difference, pro-rated on a daily basis, shall
be payable by Lessee to Lessor. Lessee's obligation under this subsection
shall survive the expiration of the term of this lease.
(e) In the event any governmental authority includes in the tax
base upon which the Real Estate Taxes are levied or assessed the value of any
improvements made by
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Lessee, or of any machinery, equipment, fixtures, inventory or other personal
property as assets of Lessee, then Lessee shall pay the entire portion of the
Real Estate Taxes attributable to or based upon such items in addition to the
portion of any increases in the Real Estate Taxes payable by Lessee as otherwise
provided in this Paragraph.
5.(a) Lessee shall use and occupy the demised premises for
the following purposes only, and for no other purpose: engineering, consulting,
computer services and general offices.
(b) Lessee shall use and occupy the demised premises solely for
the conduct of a business under the trade name Icarus Corporation, which trade
name shall be used by Lessee throughout the entire term of this lease. Lessee
shall not use, trade under or advertise itself under any other name, style or
designation. Such trade name shall not be changed without Lessor's prior
written notification, and shall be in keeping with a first class office
building.
6. Lessee shall, at its own expense, comply (and Lessee shall not
permit a failure in compliance on the demised premises) with all laws, orders,
ordinances and regulations of federal, state, county and municipal authorities
and with directions of public officers thereunder, and notices from Lessor's
mortgagee and any ground lessor, respecting all matters of occupancy, condition
or maintenance of the demised premises and the recording of this lease, whether
such orders or directions shall be directed to Lessee or Lessor, and Lessee
shall hold Lessor harmless from any cost or expenses on account thereof.
7. Lessee will not use or permit the demised premises or any part
thereof to be used for any disorderly, unlawful or extra hazardous purpose nor
for any other purpose than hereinbefore specified, and will not manufacture any
commodity therein without the prior written
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consent of Lessor.
8. Lessee agrees to keep demised premises and the fixtures therein
clean and in good order and repair and will, at the expiration or other
termination of the term hereof, surrender and deliver up the same broom clean
and in like good order and repair, as the same now is or shall be at the date
of commencement, ordinary wear and tear, and damage by the elements excepted.
9. (a) Neither Lessee, nor its successors or assigns, shall
transfer, assign, mortgage or encumber this lease by operation of law or
otherwise, or sublet or permit the demised premises, or any part thereof to be
used by others, including concessionaires or licensees or Lessee, without the
prior written consent of Lessor in each instance, which consent shall not be
unreasonably withheld, or for a use other than the use specified in paragraph
5(a). Any attempted transfer, assignment, subletting, mortgaging or
encumbering of this lease in violation of the foregoing sentence shall be void
and confer no rights upon any third person. No permitted assignment or
subletting shall relieve Lessee of any of its obligations under this lease. If
Lessor consents to any such transfer, assignment or subletting, the same shall
not be effective unless and until (i) Lessee gives written notice thereof to
lessor, and (ii) such transferee, assignee or sublessee shall deliver to Lessor
(A) a written agreement in form and substance satisfactory to Lessor (A) a
written agreement in form and substance satisfactory to Lessor pursuant to
which such transferee, assignee or sublessee assumes all of the obligations and
liabilities of Lessee hereunder, and (B) a certified copy of the assignment
agreement or sublease.
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(b) If, without such prior written consent, this lease is
transferred or assigned by Lessee, or if the demised premises, or any part
thereof, are sublet or occupied by anybody other than Lessee, whether as a
result of any act or omission by Lessee, or by operation of law or otherwise,
Lessor, whether before or after the occurrence of an event of default, may, in
addition to, and not in diminution of or substitution for, any other rights and
remedies under this lease or pursuant to law to which Lessor may be entitled as
a result thereof, collect rent from the transferee, assignee, subtenant or
occupant and apply the net amount collected to the rent herein reserved, but no
such transfer, assignment, subletting, occupancy or collection shall be deemed
a waiver of the provisions of this subparagraph or the acceptance of the
transferee, assignee, subtenant, or occupant as Lessee, or a release of Lessee
from the further performance by Lessee of its obligations under this lease.
(c) Neither the consent by Lessor to any transfer, assignment or
subletting nor the references in any provision of this lease or in any rules
and regulations to concessionaires and licensees shall in anywise be construed
to relieve Lessee from obtaining, in each instance, the express consent in
writing of Lessor to any further transfer, assignment or subletting or to the
granting of any concession or license for the use of any part of the demised
premises.
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10. (a) Lessee, at Lessee's sole cost and expense, shall obtain and
maintain in effect at all times during the term of this lease, policies
providing the following insurance coverages:
(1) A policy of insurance covering Lessee's fixtures and
equipment installed and located on the demised premises, and covering all
of the contents in the demised premises, in an amount not less than 80%
of the full replacement cost of said items, insuring against any and all
perils included within the classification "fire and extended coverage"
under insurance industry practice in the State of Maryland, together with
insurance against vandalism, malicious mischief, theft and sprinkler
damage.
(2) A policy of plate glass insurance, or personal liability in
lieu thereof, insuring against all risks, in amounts satisfactory to
Lessor, covering the full cost of repairing and/or restoring all of the
plate glass in, at or about the demised premises, for damage caused by
Lessee, its employees, agents or invitees.
(3) A policy of comprehensive public liability insurance, naming
Lessor and any mortgagee of the building as additional insureds,
protecting Lessor, Lessee and any such mortgagee against any liability
for bodily injury, death or property damage occurring upon, in or about
any part of the building, the demised premises or any appurtenances
thereto, or arising from any of the items set forth in subparagraph 10(d)
against which Lessee is required to indemnify Lessor, with such policies
to afford protection to the limit of not less than $300,000 with respect
to bodily injury or death to any one person, to the limit of not less
than $500,000.00 with respect to any one accident, and to the limit of
not less than $100,000.00 with respect to damage to the
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property of any one owner.
(b) All insurance policies required to be procured by Lessee
under this lease (i) shall be issued by responsible insurance companies
licensed to do business in the State of Maryland and satisfactory to Lessor;
(ii) shall be written as primary policy coverage and not contributing with or
in excess of any coverage which Lessor may carry; and (iii) in the case of the
policy referred to in subparagraph 10(a)(1), shall contain an express waiver of
any right of subrogation by the insurance company against Lessor. Neither the
insurance of any insurance policy required under this lease, nor the minimum
limits specified herein with respect to Lessee's insurance coverage, shall be
deemed to limit or restrict in any way Lessee's liability arising under or out
of this lease. With respect to each and every one of the insurance policies
required to be procured by Lessee under this Paragraph, on or before the date
of commencement of the term hereof, and at least 30 days before the expiration
of the expiring policies or certificates previously furnished, Lessee shall
deliver to Lessor certificates of insurance for, certified copies of, or
duplicate originals of, each such policy or renewal thereof, as the case may
be, together with evidence of payment of all applicable premiums. Each and
every insurance policy required to be carried hereunder by or on behalf of
Lessee shall provide (and any certificate evidencing the existence of each such
insurance policy shall certify) that such insurance policy shall not be
cancelled unless Lessor shall have received 10 days' prior written notice of
cancellation.
(c) Lessee shall not do or permit to be done any act or thing
upon the demised premises that will invalidate or be in conflict with fire
insurance policies covering the building or any part thereof, or fixtures and
property therein, or any other insurance policies or coverage
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referred to in this Paragraph, and shall comply with all rules, orders,
regulations or requirements of the Board of Fire Underwriters having
jurisdiction, or any other similar body, in the case of such fire insurance
policies, and the applicable insurance rating bureau or similar body in the case
of all other such insurance policies, and shall not do, or permit anything to be
done, in or upon the demised premises, or bring or keep anything therein, which
shall increase the rate of fire insurance on the building or on any property
located therein, or increase the rate or rates of any other insurance referred
to hereinabove. If, by reason of the failure of Lessee to comply with the
provisions of this subparagraph, the fire insurance rate, or the rate or rates
of any other insurance coverage referred to in this Paragraph, shall at any time
be higher than it otherwise would be, and if Lessor at such time, is obligated
to obtain and maintain in effect any such insurance coverage, then Lessee shall
reimburse Lessor on demand, as additional rent, for that part of all premiums
for any insurance coverage that shall have been charged because of such
violation by Lessee and which Lessor shall have paid on account of an increase
in the rate or rates in its own policies of insurance. In any action or
proceeding wherein Lessor and Lessee are parties, a schedule or "makeup" of
rates for the building or demised premises issued by the Fire Insurance Exchange
having jurisdiction, or other body establishing fire insurance rates for the
demised premises, in the case of the aforesaid fire insurance policies, and the
respective body or bureau establishing rates in the case of all of the other
aforesaid insurance policies, shall be conclusive evidence of the facts therein
stated and of the several items and charges in the fire insurance rate and other
insurance rates then applicable to the demised premises.
(d) Lessee hereby agrees to indemnify and hold harmless Lessor
from and against any and all claims, other than those caused by negligence of
Lessor that (i) arise from
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or are in connection with the possession, use, occupation, management, repair,
maintenance or control of the demised premises, or any portion thereof, or (ii)
arise from or are in connection with any act or omission of Lessee or Lessee's
agents, employees or invitees, or (iii) result from any default, breach,
violation or nonperformance of this lease or any provision herein by Lessee, or
(iv) result in injury or death to persons or damage to property sustained in or
about the demised premises. Lessee shall, at its own cost and expense, defend
any and all actions, suits and proceedings which may be brought against Lessor
with respect to the foregoing or in which Lessor may be impleaded. Lessee shall
pay, satisfy and discharge any and all judgments, orders and decrees which may
be recovered against Lessor in connection with the foregoing. It is agreed,
however, that Lessee shall not be liable hereunder for damage compensation when
any such compensation is covered by a valid and collectable insurance policy.
11. Lessee will not make any alterations, installations, changes,
replacements, additions, or improvements, structural or otherwise, in or to the
demised premises or any part thereof, without the prior written consent of
Lessor.
It is distinctly understood that all alterations, installations, changes,
replacements, additions to or improvements upon the demised premises (whether
or without Lessor's consent) shall at the election of Lessor remain upon the
demised premises and be surrendered with the demised premises at the expiration
of this lease without disturbance, molestation or injury. Should Lessor elect
that alterations, installations, changes, replacements, additions to or
improvements upon demised premises be removed, upon termination of this lease
or upon termination of any renewal period hereof, Lessee hereby agrees to cause
same to be removed at Lessee's sole cost and expense and deliver up the demised
premises in accordance with the
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standard set forth in Paragraph 8 hereof; and should Lessee fail to remove and
restore the same, then and in such event, Lessor shall cause same to be removed
at Lessee's expense and Lessee hereby agrees to reimburse Lessor for the cost of
such removal and restoration together with any and all damages which Lessor may
suffer and sustain by reason of failure of Lessee to remove and restore the
same.
12. Lessee agrees that no sign, advertisement or notice shall be
inscribed, painted or affixed on any part of the outside or inside of demised
premises or building, except on the directories and doors of office, and then
only in such size, color and style as Lessor shall approve, that Lessor shall
have the right to prohibit any such advertisement of any Lessee which in the
Lessor's opinion tends to impair the reputation of the building or its
desirability as a building for offices or for financial, insurance or other
institutions and businesses of like nature, and upon written notice from the
Lessor, Lessee shall refrain from and discontinue such advertisement. Lessor
shall have the right to prescribe the weight and method of installation and
position of safes or other heavy fixtures or equipment, and all damages done to
the building by taking in or removing safe or any other articles of Lessee's
office equipment, or due to its being in the demised premises, shall be
repaired at the expense of Lessee. No freight, furniture or other bulky matter
of any description will be received into the building or carried in the
elevators, except as approved by Lessor. All moving of furniture, material and
equipment shall be under the direct control and supervision of Lessor, who
shall, however, not be responsible for any damage to or charges for moving
same. Lessee agrees promptly to remove from the public area adjacent to said
building any of Lessee's merchandise there delivered or deposited.
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13. Lessee will not install or operate in the demised premises any
electrically operated equipment or other machinery, other than type-writers or
adding machines, and such other electrically operated office machinery and
equipment normally used in modern offices, which may include computer terminal
equipment which units do not require other than normal utility and/or
electricity service, without first obtaining the prior consent in writing of
Lessor, which consent shall not be unreasonably withheld, who may condition
such consent upon the payment by Lessee of additional rent in compensation for
such excess consumption of water and/or electricity or wiring as may be
occasioned by the operation of said equipment or machinery; nor shall Lessee
install any other equipment whatsoever which will or may necessitate any
changes, replacements or additions to or require the use of the water system,
plumbing system, heating system, air conditioning system or the electrical
system of the demised premises without the prior written consent of Lessor.
14. Lessee further agrees that it will allow Lessor, its agent or
employees, to enter the demised premises at all times to examine, inspect or to
protect the same or prevent damage or injury to the same, or to make such
alterations and repairs as Lessor may deem necessary, or to exhibit the same to
prospective tenants during the last three (3) months of the term of this lease.
15. Lessee covenants that the following rules and regulations, and such
other and further rules and regulations as Lessor may, from time to time, make
and which in Lessor's judgment are needful for the general well being, safety,
care and cleanliness of the demised premises and the building of which they are
a part together with their appurtenances, shall be faithfully kept, observed
and performed by Lessee, and by its agents, servants, employees and
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guests unless waived in writing by Lessor.
(a) Sidewalks, entries, passages, elevators and staircases and
other parts of the building which are not occupied by Lessee shall not be
obstructed or used for any other purpose than ingress or egress.
(b) Lessee shall not install or permit the installation of any
awnings, shades, draperies, blinds and the like other than those approved by
lessor in writing. Venetian blinds are to be kept in a down position.
(c) No additional locks shall be placed upon any doors of demised
premises without the prior written consent of Lessor; and doors leading to the
corridors or main halls shall be kept closed during business hours except as
they may be used for ingress or egress.
(d) Lessee shall not construct, maintain, use or operate within
said demised premises or elsewhere in the building of which demised premises
form a part or on the outside of the building, any electrical device, wiring or
apparatus in connection with a loud speaker system or other sound system unless
Lessee shall have first obtained the prior written consent of Lessor, except
that this restriction shall not apply to radios, television sets, or dictating
machines, but there shall be no exterior antennae.
16. All injury to the demised premises or the building of which they
are a part, caused by moving property of Lessee into, in or out of, said
building and all breakage done by Lessee, or the agents, servants, employees
and visitors of Lessee, shall fail so to do, then Lessor shall have the right
to make such necessary repairs, alterations and replacements, structural, non-
structural or otherwise and any charge or cost so incurred by Lessor shall be
paid by Lessee as additional rent, payable with the installment of rent next
becoming due or thereafter falling due
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under terms of the lease. This provision shall be construed as an additional
remedy granted to Lessor and not in limitation of any rights and remedies which
Lessor has or may have in said circumstances.
17. Lessor shall not be liable to Lessee, its employees, agents,
business invitees, licensees, customers, clients, family members, guests or
trespassers for any damage, compensation or claim arising from the necessity of
repairing any portion of the building, the interruption in the use of the
demised premises, accident or damage resulting from the use or operation (by
Lessor, Lessee, or any other person or persons whatsoever) of elevators, or
heating, cooling, electrical or plumbing equipment or apparatus, or the
termination of this lease by reason of the destruction of the demised premises,
or from any fire, robbery, theft, and/or any other casualty, or from any
leakage in any part or portion of the demised premises or the building, or from
water, rain or snow that may leak into, or flow from, any part of the demised
premises or the building, or from drains, pipes or plumbing work in the
building, or from any other cause whatsoever, unless such damage is proximately
caused by Lessor's negligence. The Lessee covenants to save the Lessor
harmless and indemnified from any loss, cost, expense or liability incurred or
claimed by reason of neglect or use of the demised premises and the building of
Lessee, its employees, agents, business invitees, licensees, customers,
clients, family members, guests or trespassers. Lessee shall give Lessor
prompt notice of any accident to or defect in the pipes, heating or air
conditioning apparatus, or electric wires or system in order that the same may
be remedied by Lessor, subject, however, to the provisions of Paragraph 8, 11
and 00 xxxxxx.
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00. All personal property of the Lessee in the demised premises or in
the building shall be at the sole risk of the Lessee. Lessor assumes no
liability or responsibility whatever with respect to the conduct and operation
of the business to be conducted in demised premises nor for any loss or damage
of whatsoever kind or by whomsoever caused, to personal property, documents,
records, monies, or goods of Lessee or to anyone in or about the demised
premises by consent of Lessee, unless proximately caused by negligence on the
part of Lessor.
19. Lessor shall furnish customary electric current, water, lavatory
supplies, light bulbs and tube replacements, and automatically operated
elevator service during normal business hours and normal and usual cleaning and
char service after business hours, without additional cost to Lessee. Lessor
further agrees to furnish heat and air conditioning by means of electrically
operated combination heating and cooling incremental units, where installed,
and/or by means of a central air conditioning system during normal and usual
business hours, which hours are 8:00 AM to 6:00 PM Monday through Friday and
8:00 AM to 1:00 PM Saturday, (exclusive of Saturdays and Sundays and holidays)
during such seasons of the year when such services are normally and usually
furnished in modern office buildings in the area in which demised premises is
located; provided, however, that Lessor shall not be liable for failure to
furnish or for suspension or delay in furnishing any of such services caused by
breakdown, maintenance or repair work or shortages of supplies or energy
shortages, or strike, riot, civil commotion, energy crisis, labor shortages, or
any other cause or reason whatever beyond control of Lessor. Overtime HVAC
service, when requested, shall be provided by Lessor at as reasonable a charge
as possible to Lessee.
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20. During the period of this lease, Lessor shall allocate three (3)
parking spaces for the use of the Lessee, at no additional cost; and up to
nineteen (19) additional spaces, as requested by Lessee, at the then monthly
cost per space.
21. If at any time during the term hereby demised, a petition shall be
filed, either by or against Lessee, in any court or pursuant to any Federal,
State or municipal statute whether in bankruptcy, insolvency, for the
appointment of a receiver of Lessee's property, or because of any general
assignment made by Lessee or Lessee's property for the benefit of Lessee's
creditors, then immediately upon the happening of any such event, unless
discharged within sixty (60) days, and without any entry or other act by
Lessor, this lease, at Lessor's option, shall cease and come to an end with the
same force and effect as if the date of the happening of any such event were
the date herein fixed for the expiration of the term of this lease. It is
further stipulated and agreed that, in the event of termination of the term of
this lease by the happening of any such event lessor shall forthwith, upon such
termination, and any other provisions of this lease to the contrary
notwithstanding, become entitled to recover as and for liquidated damages
caused by such breach of the provisions of this lease an amount equal to the
difference between the then cash value of the rent reserved hereunder for the
unexpired portion of the term and then cash rental value of demised premises
for such unexpired portion of term hereby demised, unless the statute which
governs or shall govern the proceeding in which such damages are to be proved
limits or shall limit the amount of such claim capable of being so proved, in
which case Lessor shall be entitled to prove as and for liquidated damages an
amount equal to that allowed by or under any such statute. The provisions of
this Paragraph of this lease shall be without prejudice to Lessor's right to
prove in full damages for rent accrued prior to termination of this lease, but
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20
not paid. This provision of this lease shall be without prejudice to any
rights given Lessor by any pertinent statute to prove for any amounts allowed
thereby.
In making any such computation, the then cash rental value of the demised
premises shall be deemed prima facia to be the rental realized upon any
reletting, if such reletting can be accomplished by Lessor within a reasonable
time after such termination of this lease, and the then present cash value of
the future rents hereunder reserved to Lessor for the unexpired portion of the
term hereby demised shall be deemed to be such sum, if invested at eight per
centum (8%) simple interest, as will produce the future rent over the period of
time in question. Lessor shall employ reasonable efforts to mitigate any
damages.
22. If Lessee shall fail to pay any monthly installment of Minimum
Annual Rent or additional rent as and when the same becomes due and payable
pursuant to the terms of this lease (although no legal or formal demand has
been made therefor), or shall violate or fail to perform any of the other
conditions, covenants or agreements herein made by Lessee, and such failure to
pay rent or such violation or failure shall continue for a period of seven (7)
days after written notice thereof to Lessee by Lessor, then and in any of said
events this lease shall, at the option of Lessor, cease and terminate and shall
operate as a notice to quit -- any notice to quit, or of Lessor's intention to
re-enter, being hereby expressly waived -- and Lessor may proceed to recover
possession under and by virtue of the provisions of the laws of the State of
Maryland, or by such other proceedings, including re-entry and possession, as
may be applicable. In the event any such failure to pay rent or other default
on the part of Lessor occurs more than two (2) times in any twelve (12) month
period, Lessor shall not be required during the remainder of the term of this
lease to send written notice before proceeding with its remedies under this
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21
Paragraph 22. If Lessor elects to terminate this lease everything herein
contained on the part of Lessor to be done and performed shall cease without
prejudice, however, to the right of Lessor to recover from Lessee all rental
accrued up to the time of termination or recovery of possession by Landlord,
whichever is later. The acceptance by the Lessor of any rent, or any part
thereof due to Lessor, shall not affect a prior termination of this lease by
the Lessor, nor shall it affect the Lessor's option to terminate the lease
where the Lessee tenders his payment more than seven (7) days after the
Lessee's receipt of written notice from the lessor that the Lessee's rent or
additional rent is due. Should this lease be terminated before the expiration
of the term of this lease by reason of Lessee's default as hereinabove
provided, or if Lessee shall abandon or vacate the demised premises before the
expiration or termination of the term of this lease, the demised premises may
be relet by Lessor for such rent and upon such terms as are not unreasonable
under the circumstances and, if the full rentals hereinabove provided shall not
be realized by Lessor, Lessee shall be liable for all damages sustained by
Lessor, including, without limitation, deficiency in rent, reasonable
attorneys' fees, brokerage and leasing fees, and expenses of placing the
demised premises in substantially the same condition as extant at the time of
commencement of this lease, reasonable wear and tear excepted. Any damage or
loss of rental sustained by Lessor may be recovered by Lessor, at Lessor's
option, at the time or reletting, or in separate actions, from time to time, as
said damage shall have been made more easily ascertainable by successive
relettings, or, at Lessor's option, may 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. The provisions
contained in this Paragraph shall be in addition to and shall not prevent the
enforcement of any claim Lessor may
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have against Lessee for anticipatory breach of the unexpired term of this lease.
All rights and remedies of Lessor under this lease shall be cumulative and shall
not be exclusive of any other rights and remedies provided to Lessor under
applicable law. Lessee shall be given thirty (30) days to cure any non-monetary
default; with Lessor providing written notice to Lessee indicating the specific
curative action required.
If under the provision hereof Lessor shall institute proceedings and/or a
compromise or settlement thereof shall be made, the same shall not constitute a
waiver of any covenant herein contained nor of any of Lessor's rights
hereunder. No waiver by Lessor of any breach of any covenant, condition or
agreement herein contained shall operate as a waiver of such covenant,
condition, or agreement itself, or of any subsequent breach thereof. No
payment by Lessee or receipt by Lessor of a lesser amount than the monthly
installments of Minimum Annual Rent and additional rent herein stipulated shall
be deemed to be other than on account of the earliest stipulated rent nor shall
any endorsement or statement on any check or letter accompanying a check for
payment or rent be deemed an accord and satisfaction and Lessor may accept such
check or payment without prejudice to Lessor's right to recover the balance of
such rent or to pursue any other remedy provided in this lease. No re-entry by
Lessor, and no acceptance by Lessor of keys from Lessee, shall be considered an
acceptance of a surrender of the lease.
23. (a) If the demised premises, or any part thereof, shall be
damaged or destroyed by fire or other casualty, and if the Lessor does not
elect to terminate this lease in accordance with the provisions of subparagraph
23(b), the Lessor shall restore, repair and replace the demised premises, as
nearly as possible to their condition immediately prior to such damage or
destruction, and until such repairs have been completed the Minimum Annual
Rental
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and all additional rent shall be abated in proportion to the part of the demised
premises which shall be abated in proportion to the part of the demised premises
which is rendered untenantable; provided, however, that the foregoing provisions
shall not require the Lessor to repair, restore or rebuild any part of the
demised premises, or of Lessee's fixtures, equipment or appurtenances therein as
described or provided for in Exhibit A. Such restoration, repairs and
replacement shall be commenced with due diligence and in good faith as soon as
practicable after the occurrence of the casualty (due allowance being made for
the time taken for settlement of the insurance claims, the time required by
Lessor to obtain the permission of governmental authorities to make such
restoration, repair and replacement and other delays due to causes beyond
Lessor's reasonable control), shall be prosecuted with due diligence and in good
faith and, subject to delays caused by circumstances beyond Lessor's reasonable
control, shall be completed within six (6) months from the date of occurrence of
the casualty.
(b) If a substantial part of the demised premises or a
substantial part of the building, or any part thereof, shall be damaged or
destroyed by fire or other casualty, then Lessor shall have the right, by
giving written notice to Lessee within ninety (90) days after the occurrence of
the casualty, to terminate this lease. If Lessor elects to terminate this
lease pursuant to this subsection, the term of this lease cease and terminate
as of the date of giving the occurrence of the casualty shall be refunded by
Lessor, and neither party shall have any further liability under this lease for
any period of time after the date of termination. If such damage is not
corrected by Lessor within ninety (90) days, due to Lessor responsibility, and
Lessee is unable to conduct his business, then Lessee may terminate this Lease
upon thirty (30) days prior written notice to Lessor.
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(c) Lessee hereby releases Lessor and its officers, directors,
agents and employees, from any and all liability or responsibility to Lessee
(or to anyone claiming through or under Lessee by way of subrogation or
otherwise) for any loss or damage to Lessee's property covered by a valid and
collectible fire insurance policy with extended coverage endorsement, even is
such fire or other casualty shall have been caused by the fault or negligence
of the Lessor or anyone for whom the Lessor may be responsible.
24. This lease and Lessee's interest hereunder is and shall be subject
and subordinate to the lien of any mortgage or mortgages now or hereafter
placed upon the fee of the land and/or building of which the demised premises
is a part (including any and all mortgages securing Metropolitan Life Insurance
Company ["Metropolitan"]) and to any ground lease, and Lessee agrees that
immediately upon the request of any mortgagee or Lessor in writing, without
charge therefor, it will, from time to time, execute and deliver any further
instruments of subordination in recordable form required by the holder of any
mortgage or any ground lessor to subordinate this lease and Lessee's interest
in the demised premises to the lien of any such mortgage or to any such ground
lease. In the event of the enforcement by the Trustees or Metropolitan of the
remedies provided by law or by any mortgage securing Metropolitan or any
foreclosure sale or proceeding in lieu thereof or final determination for
possession in favor of the ground lessor, Lessee will, upon request of any
person succeeding to the interest of lessor, as the result of said enforcement,
automatically become the lessee of any successor in interest, without changing
the terms or other provisions of this lease; provided, however, that said
successor in interest shall not (i) be liable for any previous act or omission
of Lessor under this lease, (ii) be subject to any offset which shall
theretofore have accrued to Lessee against the Lessor, (iii) have any
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obligation with respect to any security deposited under this lease unless such
security shall have been physically delivered to the mortgagee or ground lessor
or their successors in interest, or (iv) be bound by any previous modification
of this lease or by any previous payment in fixed rent for a period greater
than one (1) month, unless such modification or prepayment shall have been
expressly approved in writing by the mortgagee or ground lessor or their
successors in interest. Lessee shall, upon request by any person succeeding to
the interest if Lessor, execute and deliver an instrument or instruments
confirming its attornment.
Wherever the terms "mortgage" or "mortgagee" are used in this lease, they
shall be deemed to mean and include, respectively, (i) mortgages, deeds of
trust or other similar instruments and modifications, consolidation,
extensions, renewals, replacements and substitutes thereof and all advances
thereunder; and (ii) the holder of such mortgage. Wherever the terms "ground
lease" or "ground lessor" are used in this lease, they shall be deemed to mean
and include, respectively, (i) any lease of the entire fee of the land upon
which the building is located or a lease of the said land together with any
part of the improvements on said land, and all amendments, modifications,
extensions and substitutes thereof; and (ii) the landlord of any such ground
lease. Lessee hereby irrevocably constitutes and appoints Lessor as Lessee's
attorney-in-fact to execute, acknowledge and deliver any and all such
instruments for and on behalf of Lessee.
25. If the whole or a substantial part of the demised premises shall be
taken or condemned by any governmental authority for any public or quasi-public
use or purpose (including sale under threat of such a taking), then the term of
this lease shall cease and terminate as of the date when title vests in such
governmental authority, and the Minimum
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Annual Rental shall be abated on the date when such title vests in such
governmental authority. If less than a substantial part of the demised premises
is taken or condemned by any governmental authority for any public or
quasi-public use or purpose, the rent and additional rent shall be equitably
adjusted on the date when title vests in such governmental authority and the
lease shall otherwise continue in full force and effect. Lessee shall have no
claim against Lessor (or otherwise) for any portion of the amount that may be
awarded as damages as a result of any governmental taking or condemnation (or
sale under threat of such taking or condemnation) or for the value of any
expired term of the lease.
26. It is further understood and agreed by and between the parties
hereto that, in the event Lessee shall not immediately surrender said premises
on the day after the expiration date, then Lessee shall, by virtue of this
lease, become a tenant by the month at twice the rental per month of the
monthly installment of Minimum Annual Rental and all additional rent due for
the last month of the last lease year, commencing said monthly tenancy with the
first day next after the expiration date; and said Lessee as a monthly tenant
shall be subject to all conditions and covenants of this lease insofar as the
same are applicable, or as the same shall be adjusted, to a month-to-month
tenancy; and said Lessee shall give to Lessor at least thirty (30) days'
written notice of any intention to quit said premises, and Lessee shall be
entitled to thirty (30) days' written notice to quit said premises, except in
the event of non-payment of rent in advance or of breach of any other covenant
by said Lessee, in which event said Lessee shall not be entitled to any notice
to quit, the usual thirty (30) days' notice to quit being hereby expressly
waived; provided, however, that in the event Lessee shall hold over after the
expiration of the term hereby created, and if Lessor shall desire to regain
possession of said premises promptly at the
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expiration date, then at any time prior to Lessor's acceptance of rent from
Lessee as a monthly tenant hereunder, Lessor, at its option, may forthwith
reenter and take possession of said premises without process, or by any legal
process in force in the State, City or County in which subject property is
located.
27. If Lessor shall be unable to give possession of demised premises on
the date of commencement by reason of the fact that the demised premises are
located in a building being constructed and which has not been sufficiently
completed to make the premises ready for occupancy or if Lessor is unable to
give possession of demised premises on the date of commencement by reason of
holding over or retention of possession of any tenant or occupant, or if
repairs, improvements or decoration of the building of which demised premises
form a part, are not completed, or for any other reason, Lessor shall not be
subject to any liability for failure to give possession on said date. Under
such circumstances rent reserved and covenanted to be paid herein shall not
commence until possession of demised premises is given or premises are
available for occupancy by Lessee, and no such failure to give possession on
the date of commencement shall in any other respect affect the validity of this
lease or the obligations of Lessee hereunder, nor shall same be construed in
anywise to extend the term of the lease beyond the expiration date hereof. If
permission is given to Lessee to enter into possession of the demised premises
or to occupy premises other than the demised premises prior to the date of
commencement, Lessee covenants and agrees that such occupancy shall be deemed
to be under all the terms, covenants, conditions and provisions of this lease.
28. If Lessor shall incur any charge or expense on behalf of Lessee
under the terms of this lease or through a separate agreement relating to the
demised premises, including but not
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limited to tenant work, such charge or expense shall be considered additional
rent hereunder; in addition to and not in limitation of any other rights and
remedies which Lessor may have in case of the failure by Lessee to pay such sums
when due, such non-payment shall entitle Lessor to the remedies available to it
hereunder for non-payment of rent. All such charges or expenses shall be paid to
Agent at its office or its place and to such other person as Lessor may from
time to time designate in writing.
30. In the event of the employment of an attorney by either party
because of the violation of any term or provision of this lease, including
non-payment of rent as due, the losing party shall pay and hereby agrees to pay
such reasonable attorney's fee and all other cost incurred therein by the
prevailing party.
31. (a) Lessor shall construct improvements to the demised premises
substantially in accordance with the plans attached hereto as Exhibit "A", such
exhibit being initialled by the parties hereto and made a part hereof. It is
understood by the parties that any and all costs over and above the tenant
allowances either stated in this paragraph or reflected in Exhibit "A", will be
at the sole cost and expense of Lessee and shall be paid by Lessee to Lessor
within thirty (30) days after Lessor renders Lessor's invoice(s) therefor to
Lessee. It is expressly understood and agreed that Lessor will be under no
obligation to make any structural or other alterations, decorations, additions
or improvements in or to the demised premises except for the work specifically
designated in Exhibit "A". Lessee shall provide kitchen sink/cabinet unit,
buzzer system, non standard lighting/electric fixtures/outlets, any special
carpentry/cabinetry material, and/or any other special plumbing
fixtures/connections. Lessor shall endeavor to install such items for Lessee
at the most reasonable cost to Lessee.
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(b) All work other than that to be performed by Lessor, as set
forth in subparagraph (a) above, is to be performed by Lessee at Lessee's sole
cost and expense, subject to Lessor's prior written consent, and is hereinafter
referred to as "Lessee's Work." All entry onto the demised premises by Lessee,
at any time, and any and all work done by Lessee, shall be at Lessee's sole
risk. All work performed by Lessee shall be in accordance with good
construction practices, all applicable laws, orders, regulations and
requirements of federal, state, county and municipal authorities having
jurisdiction, and all insurance requirements. Lessee's Work shall be done in
compliance with such rules and regulations as Lessor and its representatives
may reasonably make. Lessee shall schedule Lessee's work so as not to
interfere with any work then being performed or to be performed by Lessor and
so that there shall be no conflict with any union contract to which Lessor or
any of its then contractors or subcontractors may be a party. Lessor shall
have no responsibility or liability whatsoever for any loss of, or damage to,
any fixtures, equipment, merchandise, or other property belonging to Lessee
installed or left in the demised premises. If permission is given to Lessee to
enter into possession of the demised premises or occupy premises other than the
demised premises, prior to the date of commencement, Lessee's entry upon and
occupancy of the demised premises prior to the date of commencement shall be
governed by and subject to all the provisions, covenants and conditions of this
lease other than those requiring payment of rent or additional rent. Lessee
shall furnish to Lessor all certificates and approvals with respect to work
done and installations made by Lessee that may be required from any of the
aforesaid authorities for the issuance of a certificate of occupancy for the
demised premises, so that such certificate of occupancy shall be issued and the
demised premises, shall be ready for the opening of Lessee's business on the
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date of commencement. Lessee shall promptly and regularly remove at its expense
all trash and waste materials resulting during the course of performance of its
work, and promptly upon the completion thereof, shall repair, clean and restore
any portions of the building affected by its work to its prior condition, and
remove any and all trash, waste and other materials resulting from or remaining
after its work. Carpeting shall be provided throughout the demised premises,
except where indicated in Exhibit "A," of a quality and color to the mutual
satisfaction of both Lessee and Lessor, or Lessee shall be granted an allowance
of $5,000.00 by Lessor to purchase his own carpet, with Lessor to install said
purchased carpet.
(c) If Lessor's fulfillment of the obligation set forth in
subparagraph 31(a) is delayed beyond the date of commencement, for any reason
whatsoever, then the date of commencement shall be extended to a date which is
the sixtieth day following the date of commencement (hereinafter referred to as
the "Outside Date"). If for any reason, the date of commencement shall not
have occurred prior to or on the Outside Date, either party shall have the
option to cancel this lease after the Outside Date (except as hereinafter
provided) by giving sixty (60) days' prior written notice of such termination
to the other party. If the date of commencement shall occur prior to the
giving of such notice, the foregoing option to cancel shall thereupon be void.
If the date of commencement shall occur after the giving of such notice but
prior to the expiration of such sixty (60) day period, any notice given within
such period shall thereupon be void. Lessee's right to cancel this lease in
accordance with the provisions of this subsection shall be Lessee's sole remedy
with respect to any failure of Lessor to deliver possession on or before the
Outside Date. Upon any such cancellation Lessor and Lessee shall be entirely
relieved of their respective obligations under this lease and any security
deposit given
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by Lessee to Lessor shall promptly be returned to Lessee.
32. Neither Lessor nor any agent or employee of Lessor has made any
representations or promises with respect to the demised premises of the
building except as herein expressly set forth, and no rights, privileges,
easements or licenses are acquired by Lessee except as herein expressly set
forth. The Lessee, by taking possession of the demised premises shall accept
the same "as is," and such taking of possession shall be conclusive evidence
that the demised premises and the building are in good and satisfactory
condition at the time of such taking of possession.
33. Lessor shall not be required to perform any of its obligations
under this lease, nor be liable for loss or damage for failure so to do, nor
shall Lessee thereby be released from any of its obligations under this lease,
where such failure arises from or through acts of God, strikes, lockouts, labor
difficulties, material shortages, explosions, sabotage, accidents, energy
crisis, riots, civil commotions, acts of war, results of any warfare or warlike
conditions in this or any foreign country, fire and casualty, legal
requirements or other causes beyond the reasonable control of Lessor. If
Lessor is so delayed or prevented from performing any of its obligations during
the term of this lease, the period of such delay or such prevention shall be
deemed added to the time herein provided for the performance of any such
obligation, but the term hereof shall not thereby be extended.
34. In the event of any sale or sales by the Lessor hereunder of the
building in which the demised premises is located, Lessor whose interest is
thus sold shall be an hereby is completely released and forever discharged from
and all covenants, obligations and liability as Lessor hereunder, except for
written claims in existence at the time of any such sale.
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35. Lessee shall, without charge therefor, at any time and from time to
time, within ten (10) days after request therefor by Lessor, execute,
acknowledge and deliver to Lessor a written estoppel certificate certifying to
Lessor, any mortgagee, assignee of a mortgagee, or any purchaser, of the
building, or any other person designated by Lessor, as of the date of such
estoppel certificate, (i) that Lessee is in possession of the demised premises,
(ii) that this lease is unmodified and in full force and effect (or if there
has been a modification, that the same is in full force and effect as modified
and setting forth such modification); (iii) whether or not there are then
existing any set-offs or defenses against the enforcement of any right or
remedy of Lessor, or any duty or obligation of Lessee hereunder (and, if so,
specifying the same in detail); (iv) the date, if any, to which any rent or
other charges have been paid in advance; (v) that Lessee has not knowledge of
any then uncured defaults on the part of Lessor under this lease (or if Lessee
has knowledge of any such uncured defaults, specifying the same in detail);
(vi) that Lessee has no knowledge of any event having occurred that authorizes
the termination of this lease by Lessee (or if Lessee has such knowledge,
specifying the same in detail); and (vii) the amount of any security deposit
held by Lessor.
36. Lessor and Lessee each represent and warranted to the other that,
except as hereinafter set forth, neither of them has employed any broker in
carrying on the negotiations relative to this lease. Lessor and Lessee shall
each indemnify and hold harmless the other from and against any claim or claims
for brokerage or other commission arising from or out of any breach of the
foregoing representation and warranty. Lessor indemnifies and holds harmless
Lessee from any brokerage fee or commission which might be claimed by the Xxxxx
Xxxxxxx Company as a result of previous efforts by said Company.
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37. Lessor hereby grants to Lessee a non-exclusive right, in common
with Lessor and the other tenants of the building, to use, and to permit its
employees, customers and business invitees to use, (1) the entrances, exits,
corridors, elevators, stairways and other public areas of the building for
access to the demised premises form the public streets adjacent to the
building, (2) the public conveniences, if any, of the building, and (3) all
other areas in the building used in common by tenants of the building, such
public areas, public conveniences and other areas being hereinafter referred to
collectively as the "common areas." All common areas shall be and remain at
all times subject to the exclusive control and management of Lessor and lessor
shall have the right from time to time to establish reasonable rules and
regulations governing the use of the common areas. Lessor reserves the right
to make changes, additions, alterations or improvements in and to the common
areas an to close the same temporarily for such purposes, or to prevent the
acquisition by the public of rights in the common areas or to discourage
non-customer use thereof.
38. Lessee agrees that, upon request by Lessor, Lessee will execute, in
recordable form, for the purposes of recordation at Lessor's expense, a short
form memorandum of lease.
40. In the event that any mechanics' lien is filed against the demised
premises or the building as a result of additions, alterations, repairs,
installations or improvements made by Lessee, or any other work or act of
Lessee, Lessee shall discharge, or bond off, the same within ten (10) days from
the filing thereof. If Lessee fails to discharge any such mechanic's lien,
Lessor, at its option, in addition to all other rights or remedies herein
provided, may bond or pay said lien or claim without inquiring into the
validity thereof for the account of Lessee, and all sums so advanced by Lessor
shall be paid in full by Lessee to Lessor as additional rent on
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demand.
41. Feminine or neuter pronouns shall be substituted for those of the
masculine form, and the plural shall be substituted for the singular number, in
any place or places in this lease in which the context may require such
substitution or substitutions. All rights, remedies and liabilities herein
given to or imposed upon either party hereto, shall extend to their respective
heirs, successors, executors, administrators, other legal representatives, and
assigns, except to the extent otherwise expressly provided in this lease.
42. All notices required or desired to be given hereunder by either
party to the other shall be given by certified or registered mail. Notices to
be respective parties shall be addressed as follows:
If to Lessor: If to Lessee:
Mach I - Research Associates Xx. Xxxxxxx X. Xxxxxxx
c/o Real Estate Central, Inc. President
00000 Xxxxxxxxx Xxxx Icarus Corporation
Xxxxxxxxx, Xxxxxxxx 00000 00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Either party may, by like written notice, designate a new address and/or
addresses to which such notices shall be directed. Notices given by certified
or registered mail shall be deemed received as of the postmark date.
43. Lessee, simultaneously with the execution of this lease does pay,
to Lessor the sum of six thousand six hundred and 00/100 - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - Dollars ($6,600.00 ), as
prepayment of the 1st three month's rental to be due for the demised premises
under the terms of this lease; namely January, February and March of 1977.
44. Lessor shall subsidize initiation fee cost of one CXXI Club Charter
Membership
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for Lessee President, Xxxxxxx X. Xxxxxxx.
45. Lessee shall have the right to renew this Lease for two additional
and consecutive terms of five (5) years each, under the same terms and
conditions herein, provided however that Lessee is not in default of any terms
hereof, by giving written notice to Lessor at least one- hundred eighty (180)
days prior to the expiration of the terms hereof, and at a rental to be
determined by the application of Paragraphs 2 and 3 of this Lease, with the
computation of the annual rent and CPI adjustments being based on the final
year of the original term of this Lease, and the final year of any renewal
period.
46. Lessor hereby grants to Lessee a right of prior refusal with
respect to all space on the same floor as the demised premises, not presently
covered by this Lease, under the terms and conditions herein set forth: If
during the term of this Lease, any other lease for space on the same floor as
the demised premises should terminate, Lessor shall offer to lease such space
to Icarus Corporation at rates then prevailing in the building. Icarus
Corporation does not accept said offer within ten (10) days, the Landlord shall
be free to lease such space to others. If Lessee does thus lease any such
space, he may elect to have the term for such additional space coincident with
the term of this original lease, and/or any renewal thereof.
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IN WITNESS WHEREOF, the said parties have hereunto signed their names and
affixed their seals, on the day and year hereinbelow written.
WITNESS: LESSOR:
-------------------------- -----------------------------
Mach I - Research Associates
Real Estate Central, Inc.
DATE: General Partner
-------------------------- Xxxxx X. Xxxxxx, Xx., President
WITNESS:/s/ Xxx Xxxxx, III LESSEE:/s/ Xxxxxxx X. Xxxxxxx
-------------------------- -----------------------------
DATE: 10/15/76 Icarus Corporation
-------------------------- Xxxxxxx X. Xxxxxxx, President
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ADDENDUM #1 TO LEASE
This is an Addendum to the following cited Lease and shall be made a part
thereof.
Lease Agreement made the 15th day of October 1976, by and between Mach I -
Research Associates, Lessor, and Icarus Corporation, Lessee, for office space
in the building at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000.
The Lessor and Lessee do hereby agree that, effective January 1, 1977, the
following terms and conditions in the paragraphs cited herein are amended as
follows:
Paragraph 1. The space comprising the demised premises shall be increased from
"approximately seven thousand one hundred sixty-seven (7167) gross square feet"
TO "approximately seven thousand seven hundred seventy nine (7779) gross square
feet. " The additional six hundred twelve (612) gross square feet are shown in
Exhibit "A" attached hereto and made a part hereof.
Paragraph 3. The monthly rental installments shall be increased from "four
thousand five hundred thirty four and 00/100 dollars ($4,534.00)" TO "four
thousand nine hundred seventeen and 00/100 dollars ($4,917.00)".
Paragraph 4 (a). Lessee's pro-rata share of an increase, if any, in Real Estate
taxes on the building of which the demised premises are a part, shall be
increased from "2.9%" TO "3.1%."
Paragraph 20. The number of additional parking spaces available to Lessee shall
be increased from "nineteen (19)" TO "twenty one (21)."
Paragraph 43. Lessee, simultaneously with the execution of this Addendum #1 to
the Lease, does pay to Lessor the additional sum of $1,250.00, to reflect
payment of the full and proper rent due for the demised premises for the first
three (3) months of this Lease pursuant to the provisions of paragraph 43. The
total payment thus becomes $7,850.00.
38
IN WITNESS WHEREOF, the said parties have hereunto signed their names and
affixed their seals, on the day and year hereinbelow written.
WITNESS:/s/ LESSOR:/s/ Xxxxx X. Xxxxxx, Xx.
-------------------------- -----------------------------
March I - Research Associates
Real Estate Central, Inc.
General Partner
Xxxxx X. Xxxxxx, Xx., President
DATE: 10/25/76
--------------------------
WITNESS:/s/ LESSEE:/s/ Xxxxxxx X. Xxxxxxx
-------------------------- -----------------------------
Icarus Corporation
Xxxxxxx X. Xxxxxxx, President
DATE: 10/25/76
--------------------------
39
EXHIBIT "A"
Floor Plan of Additional Six Hundred
Twelve Gross Square Feet
40
AGREEMENT made as of this 24th day of August, 1979 between XXXX X. XXXXXX
OF MARYLAND, INC., as Agent, having an office c/o Xxxx X. Xxxxxx Management
Company, Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter referred to as
"Landlord"), and ICARUS CORPORATION, a Maryland corporation, having its
principal place of business at No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx
(hereinafter referred to as "Tenant").
W I T N E S S E T H:
WHEREAS, Landlord's predecessors in interest and Tenant heretofore
entered into a certain written lease as of October 15, 1976 wherein and whereby
Landlord leased to Tenant, and Tenant hired from Landlord, a portion of the
sixth (6th) floor as described and as shown outlined in red on the plan annexed
to said lease in the building known as One Central Plaza, 11300 Rockville Pike,
Rockville, Maryland, for a term scheduled to end on the 31st day of March, 1982
(or until such term shall sooner cease and expire as provided in said lease),
at the rental and additional rental and upon the covenants, conditions,
provisions and agreements contained in such lease, which lease as the same was
modified by Addendum 1 to Lease, dated October 25, 1976, and as the same may
have been otherwise heretofore modified, is hereinafter referred to as the
"Lease"; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in the
respects hereinafter stated;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. Effective as of September 1, 1979, and for the remainder of the
term of the lease, there shall be added to, and included in, the premises
demised by the Lease, the following additional space, to wit:
the portion of the sixth (6th) floor outlined in red on Exhibit "B",
attached hereto and made a "part hereof (hereinafter referred to as the
"additional space")
in the building known as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx. In
order to accomplish such addition and inclusion of sate additional space to and
in the premises demised by the Lease, Landlord does hereby lease to Tenant, and
Tenant does hereby hire from Land- lord said additional space for the period to
commence on September 1, 1979, and to end on March 31, 1982, or on such earlier
date upon which said term may expire pursuant to any of the conditions,
covenants, provisions, terms and agreements of the Lease, as modified by this
agreement. It is the intention and agreement of the parties hereto that, by
reason of such addition and inclusion of said additional space to and in the
premises demised by the Lease, the demised premises covered by the Lease, as
modified by this agreement from and after September 1, 1979, shall be and be
deemed to be the portions of the sixth (6th) floor known as Suites 602, 604 &
605.
1
41
2. Effective as of September 1, 1979, and for the remainder of the
term of the Lease, as modified by this agreement, the Annual Rental rate
specified in the Lease as modified by this agreement shall be increased for the
period commencing September 1, 1979, and ending March 31, 1982, to the sum of
One Hundred One Thousand Eight Hundred Twenty-Eight and 28/100 ($101,828.28)
Dollars per annum, subject to adjustment or adjustments by reason of the
operation of the provisions of the Lease, as modified by this agreement,
including, but not limited to, Articles 3 and 4 thereof.
Effective as of September 1, 1979, and for the remainder of the term of
the Lease, as modified by this agreement, the additional rental and/or increase
in the Annual Rental reserved in the Lease, as modified by this agreement,
shall be paid by Tenant to Landlord at the times and in the manner specified in
the Lease.
3. Effective as of September 1, 1979, and for the remainder of the
term of the Lease, as modified by this agreement:
A. The numbers "2.9" which appear in Article 4 of the Lease shall be
changed to "3.7" therein;
B. The words "seven thousand one hundred sixty-seven (7167)" which
appear in Article 1 of the Lease shall be changed to "ten thousand seventy-one
(10,071)" therein.
4. Tenant hereby covenants and agrees that said additional space shall
be used solely by Tenant in accordance with Article 5 of the Lease. o
5. It is understood and agreed that Articles 31 and 44 of the Lease
shall be deemed deleted.
6. The words "as amended by Agreement dated September 1, 1979" shall
be deemed inserted between the words "Paragraphs 2 and 3 of this Lease" and
"with the computation" in Article 45 of this Lease.
7. The following Article 47 shall be deemed added to the Lease: "47.
Subordination: This lease and Tenant's interest hereunder is and shall be
subject and subordinate to the lien of any mortgage or mortgages now or
hereafter placed upon the fee of the land and/or building of which the demised
premises is a part (including any and all mortgages securing Metropolitan Life
Insurance Company ("Metropolitan") and to any ground lease, and Tenant agrees
that immediately upon the request of any mortgagee or Landlord, in writing,
without charge therefor, it will, from time to time, execute and deliver any
further instruments of subordination in recordable form required by the holder
of any mortgage or any ground lessor to subordinate this lease and Tenant's
interest in the demised premises to the lien of any such mortgage or to any
such ground lease In the event of the enforcement by the Trustees or
Metropolitan of the remedies provided by law or by any mortgage securing
Metropolitan or any foreclosure sale or proceedings in lieu thereof or final
determination for
2
42
possession in favor of the ground lessor, Tenant will, upon request of any
person succeeding to the interest of Landlord, as the result of said
enforcement, automatically become the lessee of any successor in interest,
without changing the terms or other provision of this lease; provided, however,
that said successor in interest shall not: (i) be liable for any previous act or
omission of Landlord under this lease; (ii) be subject to any offset which shall
theretofore have accrued to Tenant against the Landlord; (iii) have any
obligation with respect to any security deposited under this lease unless such
security shall have been physically delivered to the mortgagee or ground lessor
or their successors in interest; or (iv) be bound by any previous modification
of this lease or by any previous payment of fixed rent for a period greater than
one (1) month, unless such modification or prepayment shall have been expressly
approved in writing by the mortgagee or ground lessor or their successors in
interest. Tenant shall, upon request by any person succeeding to the interest of
Landlord, execute and deliver an instrument or instruments confirming its
attornment.
Wherever the terms "mortgage" or "mortgagee" are used in this lease, they
shall be deemed to mean and include, respectively, (i) mortgages, deeds of
trust or other similar instruments and modifications, consolidation,
extensions, renewals, replacements and substitutes thereof and all advances
thereunder; and (ii) the holder of such mortgage. Wherever the terms "ground
lease" or "ground lessor" are used in this lease, they shall be deemed to mean
and include, respectively, (i) any lease of the entire fee of the land upon
which the building is located and/or the entire building, and all amendments,
modifications, extensions and substitutes thereof; and (ii) the landlord of any
such ground lease. Tenant hereby irrevocably constitutes and appoints Landlord
as Tenant's attorney-in-fact to execute, acknowledge and deliver any and all
such instruments for and on behalf of Tenant."
8. Tenant has examined and inspected said additional space and agrees to
accept the same in the condition in which it exists on the effective date of
such addition to and inclusion in the demised premises. Tenant understands and
agrees that no materials whatsoever are to be furnished by Landlord and no work
whatever is to be performed by Landlord in connection with said additional
space or any part thereof.
9. Tenant represents and warrants to Landlord that it has not dealt with
any real estate agent or broker in connection with this agreement and/or the
additional space and/or the building, that this agreement was not brought about
or procured through the use or instrumentality of any agent or broker and that
all negotiations with respect to the terms of this agreement were conducted
between Landlord and Tenant. Tenant covenants and agrees to indemnify and hold
Landlord harmless from and against any and all claims for commissions and other
compensation made by any agent or agents and/or any broker or brokers, together
with all costs and expenses incurred by Landlord in resisting such claims
(including without limitation attorneys' fees).
10. Except as modified by this agreement, the Lease and all the terms,
covenants, conditions, provisions, and agreements thereof are hereby in all
respects ratified, confirmed, and approved. Tenant hereby affirms that on the
date hereof no breach or default by either
3
43
party has occurred and that the Lease, and all of its terms, conditions,
covenants, agreements and provisions, except as hereby modified, are in full
force and effect with no defenses or offsets thereto, and Tenant hereby releases
Landlord of and from all liabilities, claims, controversies, causes of action
and other matters of every nature which, through the date hereof, have or might
have arisen out of or in any way in connection with the Lease and/or the
premises demised thereunder.
11. This agreement contains the entire understanding between the
parties with respect to the matters contained herein. No representations,
warranties, covenants or agreements have been made concerning or affecting the
subject matter of this agreement, except as are contained herein.
12. This agreement may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
13. This agreement shall be binding upon, and inure to the benefit of the
parties hereto, their respective legal representatives, successors and, except
as otherwise provided in the Lease as modified by this agreement their
respective assigns.
14. The submission of this agreement to Tenant shall not be construed
as an offer, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute a copy of this agreement and deliver the same to
Tenant prior to September l, 1979.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
agreement as of the day and year first above written.
XXXX X. XXXXXX OF MARYLAND, INC.
By:/s/ Xxxxxx Xxxxxxxxx
-----------------------
Vice President
ICARUS CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
-----------------------
President
4
00
XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
Xx the 28th Day of August, 1979, before me personally came Xxxxxx
Xxxxxxxxx, to me known, who being by me duly sworn, did depose and by that he
reisides at Xxx Xxxx Xxxx Xxxx, Xxxxxx, X.X.; that he is the Vice-President of
XXXX X. XXXXXX OF MARYLAND, INC., the corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation and that he
signed his name thereto by like order.
/s/ Xxxx Xxxxxx
----------------------
Notary Public
STATE OF ) Maryland Xxxx Xxxxxx
: ss.: Notary Public State of New York
COUNTY ) Xxxxxxxxxx No. 00-0000000, Qualf. In N.Y. Co.
Commission Expires March 30, 1981
On the 24 day of August, 1979, before me personally came Xxxxxxx X.
Xxxxxxx to me know, who being by me duly sworn, did depose and by that he
resides at Potomac Maryland; that he is the President of ICARUS CORPORATION,
the corporation described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order to the Board of
Directors of said corporation and that he signed his name thereto by like
order.
/s/ Xxxxx X. Xxxx
----------------------
Notary Public
My Commission Expires July 1, 1982
5
45
EXHIBIT "A"
Proposed Layout of ICARUS Corporation
46
EXHIBIT "B"
Floor Plans of Suite 602 and Suite 605
47
XXXX X. XXXXXX OF MARYLAND, INC.
XXX XXXXXXX XXXXX
00000 XXXXXXXXX XXXX
XXXXXXXXX, XXXXXXXX 00000
000-000-0000 August 31, 1979
Icarus Corporation
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Lease dated October 15, 1976 between One Central Plaza Joint
Venture-Mach I Research Associates, Landlord, and Icarus
Corporation, as Tenant, for a portion of the sixth floor in the
building known as Xxx Xxxxxxx Xxxxx, 00000 Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx (which lease as the same may have been
heretofore amended is hereinafter known as the "Lease")
Gentlemen:
In accordance with you prior request, we hereby grant our consent to
those alterations and changes described and set forth in the attached plan
deemed annexed hereto and made a part hereof (hereinafter referred to as the
"Work"), subject to all of the covenants, conditions, agreements, provisions
and terms contained in the Lease, and also upon and subject to the following
conditions:
1. That said Work and subsequent maintenance of same shall be done
without expense to us, except as we may specifically agree in writing; and
2. That you will not, either directly or indirectly, use any
contractors and/or labor and/or materials for the use of such contractors
and/or labor and/or materials which may create any difficulty with other
contractors, subcontractors and/or labormen then engaged by us or others in the
construction, maintenance and operation of the building or any part thereof;
and
3. That all the Work will be of a quality at least equal to the
materials and workmanship utilized by us as original building standards and
that all of the Work will be supervised by us or our agent to assure yourselves
and ourselves of compliance therewith;
4. You have submitted for written approval by us and we have approved,
the names of any contractors or subcontractors to be employed; and
5. That you and anyone employed by you shall, at your sole cost and
expense, comply with all laws, orders and regulations of federal, state, county
and municipal authorities and in quasi governmental authorities, including, but
not limited to, the Maryland Board of Fire
48
Page 2
August 31, 1979
ICARUS Corporation
Underwriters and shall, prior to the commencement of the Work, obtain all
necessary insurance coverage, including your subcontractors, satisfactory in the
amounts of:
$500,000 - Bodily Injury per Persons
$500,000 - Bodily Injury per Occurance
$500,000 - Property Damages per Occurance; and
6. That certificates of workmen's compensation and general liability
insurance coverage in amounts and companies satisfactory to us shall be
delivered to us for each and every contractor and subcontractor to be used in
connection with the Work prior to the commencement of the Work; and
7. All fixtures, installations and Work, including, but not limited
to, all air conditioning equipment, shall become the sole property of the
landlord, and shall remain upon and be surrendered with the demised premises in
accordance with the terms and conditions of the Lease; and
8. That all Work and deliveries in connection with the Work will be
scheduled for hours approved by the Landlord, with arrangements to be made in
advance by you with the Building superintendent; and
9. That no other alterations or physical changes, except as
specifically set forth on the said drawings deemed annexed hereto and made a
part hereof, and no modifications to the alterations and physical changes
described and set forth on said plan shall be made on the premises demised
under the Lease, without our prior written consent; and
10. That you covenant and agree to indemnify and save us harmless and
free from claims, counsel fees, loss, damage and expenses whatsoever by reason
of any injury or damage howsoever caused, to any person or property occurring
prior to the completion of the Work or occurring after such completion as a
result of anything done or omitted in connection therewith or arising out of
any fine, penalty or imposition or out of any other matter or doing connected
with the Work done or to be done or materials furnished or to be furnished in
connection with the Work and by reason of any liens, charges, chattel
mortgages, conditional bills of sale, title retention agreements or bills of
any kind whatsoever that may be incurred or become chargeable against us, or
the building of which the demised premises are a part or the Work or any part
thereof by reason of anything done or to be done or materials furnished or to
be furnished to or upon the demised premises in connection with the Work; and
49
Page 3
August 31, 1979
ICARUS Corporation
11. That you shall leave all structural and mechanical parts of the
building in good workmanlike operating condition, and the Work will be done
with the least possible disturbance to occupants of other parts of the
building; and
12. That you shall promptly pay and discharge all costs and expenses of
the Work at your sole cost and expense and will reimburse us for any and all
expenses incurred by us, including, but not limited to, legal fees and court
costs, on account of failure by you to comply with any of the foregoing
provisions and any requirements of law, rules and regulations and of any public
authority, whether involving structural changes or not and whether ordinary or
extraordinary, structural or otherwise, foreseen or unforeseen, and will not
call upon us for any expenses connected with the Work; and
13. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective heirs, executors, administrators,
distributees, legal representatives, successors and, except as otherwise
provided in this, their respective assigns; and
14. That nothing herein contained shall be construed to waive, impair
or affect any of the terms, provisions, agreements, covenants or conditions
contained in the lease (except as herein expressly provided), or any breach
thereof, or any of our rights as Landlord against any person or persons liable
or responsible for the performance thereof, and all provisions of the Lease are
hereby mutually declared to be in full force and effect; and
15. The submission of this Agreement shall not be effective, nor shall
you have any rights with respect thereto, unless and until we shall have
executed a counterpart hereof and delivered a counterpart to all parties
hereto.
16. It is specifically understood and agreed that Landlord is not
consenting herein to the installation of a closed-circuit television system
within the demised premises, or the design and erection of signs, as the same
may be set forth in the said plans, and that both of the foregoing items
require Landlord's later approval in writing.
50
Page 4
August 31, 1979
ICARUS Corporation
If the foregoing correctly sets forth our understanding would you kindly
approve all counterparts hereof by a duly authorized officer and then return to
us, all counterparts for our execution.
Very truly yours,
Xxxx X. Xxxxxx of Maryland, Inc.
By:/s/ Xxxxxx Xxxxxxxxx
----------------------------
Vice President
APPROVED AND AGREED TO:
ICARUS Corporation
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
President
51
ATTACHMENTS (2)
Floor Plans of ICARUS Corporation
52
ICARUS
COST AND ENGINEERING SERVICES FOR THE CONSTRUCTION INDUSTRY
January 23, 1981
CERTIFIED MAIL
Xxxx X. Xxxxxx of Maryland, Inc.
Xxx Xxxxxxx Xxxxx
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Mr. Xxxxxx Xxxxxx
Dear Xx. Xxxxxx:
In accordance with the existing Lease Agreement between ICARUS Corporation and
Mach I - Research Associates dated October 15, 1976, ICARUS Corporation hereby
notifies you as their successor and agent that we will be renewing our lease at
Xxx Xxxxxxx Xxxxx, 00000 Xxxxxxxxx Pike, Rockville, Md. 20852, for the second
five (5) year term in accordance with Article 45 on Page 20 of the
aforementioned lease.
Sincerely,
ICARUS Corporation
/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
HGB:vje
ICARUS CORPORATION, XXX XXXXXXX XXXXX, 00000 XXXXXXXXX XXXX, XXXXXXXXX,
XXXXXXXX 00000 * (000) 000-0000 * TELEX NO. 908763
53
ICARUS
PROVIDING COST, SCHEDULING, PROJECT MANAGEMENT AND ENGINEERING SERVICES
TO INDUSTRY SINCE 1969
April 30, 1986
Cross & Xxxxx Company of Maryland, Inc.
One Central Plaza
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Mr. Xxxxxx Xxxxxx
Reference: ICARUS Lease - One Central Plaza dated October 15, 1976
CERTIFIED MAIL - RETURN RECEIPT REQUESTED
Gentlemen:
Pursuant to Paragraph 45 of Lease Agreement dated October 15, 1976, as amended
on October 25, 1976 and August 24, 1979, this will serve to notify you that
ICARUS Corporation intends to renew its Lease Agreement for the last 5-year
option contained in the Lease Agreement.
Very truly yours,
ICARUS Corporation
/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
HGB:111
cc: Cross & Xxxxx Company
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ICARUS CORPORATION, XXX XXXXXXX XXXXX, 00000 XXXXXXXXX XXXX, XXXXXXXXX,
XXXXXXXX 00000 * (000) 000-0000 * TELEX NO. 908763
54
XXXXX XXXXXXX 0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx Xxx Xxxxxx Services Suite 500
Mortgage Banking Chevy Xxxxx, Xxxxxxxx 00000
Office: 000-000-0000
Fax:000-000-0000
January 11, 1990
Xx. Xxxxxxx X. Xxxxxxx
President
ICARUS Corporation
00000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
RE: Extension and Additional Space Agreement
00000 Xxxxxxxxx Xxxx
Xxxxx 000X
Xxxxxxxxx, Xxxxxxxx
Dear Herb:
Enclosed please find one (1) fully executed copy of the Extension and
Additional Space Agreement for the above referenced property.
If you have any questions, please do not hesitate to call me.
Sincerely,
XXXXX XXXXXXX COMPANY
/s/ Xxxxxxx X. Xxxx
--------------------------
Xxxxxxx X. Xxxx
Assistant Vice President
Commercial Brokerage Services
RRH:jkm
Encl.
55
EXTENSION AND ADDITIONAL SPACE AGREEMENT
AGREEMENT made as of this 8th day of January 1990, between ONE CENTRAL
PLAZA JOINT VENTURE, having an office at No. 000 Xxxxxxxxx Xxxxxx, Xxxxxxx xx
Xxxxxxxxx, Xxxx, Xxxxxx and State of New York (hereinafter referred to as
"Landlord"), and ICARUS CORPORATION, a Maryland corporation having its office
at No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (hereinafter referred to as
"Tenant").
W I T N E S S E T H:
WHEREAS, MACH I RESEARCH ASSOCIATES ("Mach I"), Landlord's
predecessor-in-interest, and Tenant heretofore entered into a certain written
lease dated as of October 15, 1976, wherein and whereby Mach I leased to
Tenant, and Tenant hired from Mach I, a portion of the sixth (6th) floor as
shown outlined in red on the plan annexed to said lease in the building known
as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st day of March,
1982 which lease was modified by Addendum No. 1 to lease dated as of October
25, 1976, between Mach I and Tenant, by Agreement dated as of August 24, 1979,
between XXXX X. XXXXXX of Maryland, as agent ("FFF"), Landlord's subsequent
predecessor-in-interest, and Tenant, by letter agreement dated as of August 31,
1979 between FFF and Tenant, and by those certain letters of Tenant dated
January 23, 1981, and April 30, 1986, wherein and whereby Tenant exercised its
right to extend the term of the lease, which lease is now scheduled to end on
March 31, 1992 (or until such term shall sooner cease and expire as provided in
said lease), at the rental and additional rental and upon the covenants,
conditions, provisions, and agreements contained in such lease, which lease as
so modified and as the same may have been otherwise heretofore modified, is
hereinafter referred to as the "Lease"; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in respects
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. The term of the Lease, as hereby modified, is extended for a
further term of six (6) years commencing from April 1, 1992 to and including
March 31, 1998 (hereinafter referred to as the "Extended Term"), upon the same
terms, conditions, covenants, provisions and agreements of the Lease as hereby
modified.
2. Effective as of March 1, 1990 (the "Additional Space Term
Commencement Date") and for the remainder of the term of the Lease (the
"Original Space"), as extended by this agreement, there shall be added to, and
included in, the premises demised by the Lease (the "Original Space"), the
following additional space, to wit:
56
the portion of the sixth (6th) floor, known as Suite 602(A) as shown
outlined in red on the plan annexed hereto, made a part hereof and marked
Exhibit "B" (the "Additional Space"),
in the building known as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the
"Building"). In order to accomplish such addition and inclusion of said
additional space to and in the premises demised by the Lease, Landlord does
hereby lease to Tenant and Tenant does hereby hire from Landlord said
additional space for a period to commence on the Additional Space Term
Commencement Date and to end on the 31st day of March, 1998, or on such earlier
date upon which said term may expire pursuant to any of the conditions,
covenants, provisions, terms and agreements of the Lease, as modified by this
agreement. It is the intention and agreement of the parties hereto that, by
reason of such addition and inclusion of said additional space to and in the
premises demised by the Lease, the demised premises covered by the Lease, as
modified by this agreement, from and after the Additional Space Term
Commencement Date shall be and be deemed to be those portions of the sixth
(6th) floor in the Building known as Suites 602, 602A, 604 and 605 ("the
Demised Premises").
3. A. Effective as of the Additional Space Term Commencement Date
to and including March 31, 1998, inclusive, the annual rental rate specified in
the Lease, as modified by this agreement, shall be increased by the amount of
EIGHT THOUSAND SIX HUNDRED EIGHTY ONE and 04/100 DOLLARS ($8,681.04) to the
amount of ONE HUNDRED NINETY SEVEN THOUSAND NINE HUNDRED FIFTEEN and 13/100
DOLLARS ($197,915.13) per annum, subject to adjustment or adjustments by reason
of the operation of provisions of the Lease, as modified by this agreement,
including, but not limited to, Articles 3 and 4 thereof and Article 5, hereof.
B. Effective as of the Additional Space Term Commencement Date
and for the remainder of the term of the Lease, as extended and modified by
this agreement, the additional rental and/or increases in the annual rental
reserved in the Lease, as modified by this agreement, shall be paid by Tenant
to Landlord at the times and in the manner specified in the Lease.
4. Tenant hereby covenants and agrees that said additional space shall
be used solely for the purposes set forth in Article "5" of the Lease, and for
no other purpose.
5. Effective as of the Additional Space Term Commencement Date to and
including March 31, 1998, inclusive;
A. The figure "2.9" which appears in Article 4a of the Lease, as
heretofore changed to "3.1" and "3.71", shall be deemed to be further changed
to "3.88" in its place and stead in each such instance;
B. Article 45 shall be deemed to be deleted from the Lease.
C. Article 46 shall be deemed to be restated as follows:
57
"ARTICLE 46
Lessor hereby grants to Lessee a right of prior refusal with respect to
premises known as Suite 601 occupied by AT&T, under the terms and conditions
herein set forth: If during the term of this Lease, the lease with AT&T for
such Suite 601 should terminate, Lessor shall offer to lease such space to
Icarus Corporation at rates then prevailing in the building. If Icarus
Corporation does not accept said offer within ten (10) days, the Landlord
shall be free to lease such space to others. If Lessee does thus lease said
Suite 601, Lessee may elect to have the term for such additional space
coincident with the term of this original lease, and/or any renewal thereof.
D. References in Article 3(b)(i) to "All Items (Base 1967=100)"
shall be deemed to be changed to "All Items (Base 1982-1984=100)".
6.A. Landlord agrees, at Landlord's expense, install a sprinkler system
in and to the Original Space and the Additional Space (the "Sprinkler Work")
and to make the changes, improvements and alterations to the Additional Space
and the Original Space in accordance with the plans and specifications set
forth on the plans dated September 14, 1989 by Bucher, Meyers, Polniaszek,
Silkey & Associates, Inc., A.I.A. for Xxx Xxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xx.
00000, pp. XX-0, X-0, X-0, dated 10/25/89, and ID-1, dated 12/1/89, (the
"Plans") incorporated by reference herein. The Sprinkler Work and the Work to
be done pursuant to the Plans are hereinafter together referred to as the
"Landlord's Work". Landlord will commence Landlord's Work promptly upon
execution of this Agreement.
B. Landlord's Work shall be done during ordinary business hours of
business days during the continued occupancy of the Demised Premises by Tenant
without diminution, abatement or reduction in rent or any other compensation to
Tenant as a result thereof, and Tenant covenants and agrees to cooperate with
Landlord in connection therewith. Landlord shall secure the Demised Premises
from theft, unauthorized entry and other similar perils at all times during the
performance of Landlord's Work, and specifically secure the Demised Premises
upon the opening, demolition or removal of any existing demising wall and/or
installation of additional entry doors; provided, however, that, in no event
shall Landlord be subject to consequential liability arising out of or in
connection with the foregoing.
C. Landlord's Work shall be deemed "substantially completed" when (a)
the certificate of occupancy (if any) and any other certificates or
governmental approvals (if any) necessary for Tenant to lawfully use and occupy
the Original Space (as modified) and/or Additional Space have been obtained
(which shall be the responsibility of the Landlord); (b) all building systems
and/or other systems servicing the Demised Premises are operational; and (c)
all Landlord's Work has been performed, other than minor decoration and minor
punch list type adjustments which do not materially interfere with the Tenant's
use and occupancy of the Demised Premises.
D. Except for punch list items delivered to Landlord, Tenant's
acceptance of Landlord's Work in the Demised Premises and/or Tenant's occupancy
of the Additional
58
Space shall relieve Landlord of obligations to complete Landlord's Work
hereunder in accordance with the Plans and this Agreement, except for latent
defects.
E. Tenant shall be entitled to inspect all work as it deems
appropriate provided that Tenant does not interfere with Landlord's Work. All
Landlord's Work shall be performed in a good and workmanlike manner, utilizing
materials and fixtures specified in the Plans and this Agreement, and in
accordance with all building and other applicable codes and ordinances.
7.A. Anything in this agreement to the contrary notwithstanding, in the
event that Landlord has not substantially completed Landlord's Work pursuant to
the immediately preceding Article hereof by Xxxxx 0, 0000, Xxxxxx shall not
(except with Landlord's written consent) be entitled to possession of the
Additional Space and the Additional Space Term Commencement Date shall not be
deemed to have occurred until said Additional Space is ready for Tenant's
occupancy (as described in Article 6C, above) and Tenant shall not have any
claim against Landlord, and Landlord shall have no liability to Tenant, by
reason of any such postponement of Tenant's possession of the Additional Space,
nor shall the same affect the validity of the Lease, as hereby modified, or the
obligation of Tenant hereunder, nor shall the same be construed in any wise to
extend the term of the Lease, as hereby modified. In such event, Tenant agrees
to accept occupancy of the Additional Space as soon as the work required to
be-performed by Landlord pursuant to the immediately preceding Article hereof
is substantially completed. The Additional Space shall not be deemed to be
unready for Tenant's occupancy or incomplete if only minor or insubstantial
details of construction, decoration or mechanical adjustments remain to be done
in the Additional Space or any part thereof, or if the delay in the
availability of the Additional Space for occupancy shall be due to special
work, changes, alterations, or additions, required or made by Tenant in the
layout or finish of the Additional Space or any part thereof or shall be caused
in whole or in part by Tenant through the delay of Tenant in submitting any
plans and/or specifications, including but not limited to, supplying
information, approving plans, specifications, or estimates, giving
authorizations or otherwise or shall be caused in whole or in part by delay
and/or default on the part of the Tenant.
B. Notwithstanding anything else to the contrary contained in the
Lease, if Tenant takes possession of the Additional Space of any part thereof
and uses all or any portion of the Additional Space in any way to conduct its
business or any aspect thereof prior to the date when the Additional Space
shall otherwise be ready for Tenant's occupancy within the meaning of this
Article, the Additional Space Term Commencement Date shall be deemed to take
place shall commence as of such earlier date.
8. Tenant hereby affirms that no security has been heretofore
deposited by Tenant under the Lease and that no additional security is required
to be deposited by reason of this Agreement.
9. Tenant understands and agrees that Landlord will not carry
insurance of any kind on any personal property in the demised premises or the
additional space (regardless of whether such property shall be owned by Tenant
and including, but not limited to,
59
Tenant's goods, supplies, furnishings, furniture, fixtures, equipment). In
the event that Tenant fails to maintain insurance on personal property, then
Tenant hereby waives any and all right of recovery which it might otherwise
have against Landlord, any fee owner or mortgagee and their respective
officers, directors, agents, contractors, servants and employees for loss or
damage to such property or any part thereof, to the same extent that Tenant's
insurer's right of subrogation would be waived if insurance coverage with
waiver of subrogation provisions were being maintained by Tenant upon all of
such property. The provisions of this Article shall also apply to each
permitted assignee, if any, and each permitted subtenant, if any, at any time
occupying the demised premises or any part thereof or the additional space or
any part thereof.
10. Tenant represents and warrants to Landlord that it has not dealt
with any real estate agent or broker in connection with this agreement and/or
the additional space and/or the building, other than Xxxxx Xxxxxxx Company and
that this agreement was not brought about or procured through the use or
instrumentality of any other agent or broker and that all negotiations with
respect to the terms of this agreement were conducted between Landlord, Xxxxx
Xxxxxxx Company and Tenant. Tenant covenants and agrees to indemnify and hold
Landlord harmless from and against any and all claims for commissions and other
compensation made by any other agent or agents and/or other broker or brokers
based on any dealing between Tenant and any other agent or agents and/or broker
or other brokers, together with all costs and expenses incurred by Landlord in
resisting such claims (including, without limitation, attorneys' fees).
11. Except as modified and extended by this agreement, the Lease and
all the terms, covenants, conditions and agreements thereof are hereby in all
respects ratified, confirmed and approved.
12. This agreement contains the entire understanding between the
parties with respect to the matters contained herein. No representations,
warranties, covenants or agreements have been made concerning or affecting the
subject matter of this agreement, except as are contained herein.
13. This agreement may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change
or modification or discharge is sought.
14. The submission of this agreement to Tenant shall not be construed
as an offer, not shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute a copy of this agreement and deliver the same to
Tenant.
60
IN WITNESS WHEREOF, the parties hereto have respectively executed this
agreement as of the day and year first above written.
ONE CENTRAL PLAZA JOINT VENTURE
By: French Rockville Limited
Partnership, General
Partner
/s/ Xxxxx X. Xxxxxx
-------------------------
General Partner
ICARUS CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx 3 Jan 90
-------------------------
President
61
STATE OF Maryland )
) : ss:
COUNTY OF Xxxxxxxxxx )
On this 3rd day of January, 1990, before me personally came Xxxxxxx X.
Xxxxxxx, to me known who, being by me duly sworn, did depose and say that he
resides at Potomac Maryland; that he is the current President of ICARUS
CORPORATION, the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation; and that he signed his name thereto
by like order.
/s/ Xxxxxxx X. Xxxxx
--------------------------
Notary Public
STATE OF New York ) MY COMMISSION EXPIRES JULY 1, 1990
) :ss.: XXX XXXXXX WARLOCK
COUNTY OF New York ) Notary Public, State of New York
No. 00-0000000
Qualified in New York County Term Expires
August 31, 1991
On this 8th day of January, 1990, before me personally came Xxxxx X.
Xxxxxx, to me known, who, being by me duly sworn, did depose and say that he is
a general partner of the partnership of FRENCH ROCKVILLE LIMITED PARTNERSHIP,
the firm described in and who executed the foregoing instrument and
acknowledged to me that he executed the foregoing instrument for and in behalf
of said partnership.
/s/ Xxx Xxxxxx Warlock
--------------------------
Notary Public
00
XXXXXXX "X"
XXXXX XXXX XX XXXXX 000(X)
63
One Central Plaza Joint Venture
c/o Xxxx X. Xxxxxx Realty Corporation
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 30, 1990
Icarus Corporation
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Extension and Additional Space Agreement
Dated as of January 8, 1990
Gentlemen:
Please note the following corrections to the above Extension and
Additional Space Agreement:
1. The dollar amount "$197,915.13" set forth in Article 3A. Should be
changed to "$197,919.00";
2. The percentage "3.88" in the third line of Article 5A should be
changed to "3.87" percent.
Would you kindly indicate your agreement to the above with your signature
beneath the words "Agreed to", below.
Thank you for your courtesies in this matter.
Very truly yours,
One Central Plaza Joint Venture
By: French Rockville Limited
Partnership
By: /s/Xxxxx X. Xxxxxx
---------------------
Agreed to:
Icarus Corporation
By: /s/Xxxxxxx X. Xxxxxxx President 27 Feb 90
------------------------------
64
ONE CENTRAL PLAZA JOINT VENTURE
c/o XXXX X. XXXXXX REALTY CORPORATION
00 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000
February 18, 1992
Icarus Corporation
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx
Re: Additional Space Agreement
dated January 20, 1992 for
Suite 601 at Xxx Xxxxxxx Xxxxx,
00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX
Gentlemen:
Reference is hereby made to the above-referenced Additional Space
Agreement for Suite 601 in the Building known as One Central Plaza.
This letter will constitute our mutual understanding and agreement that
the "601 Additional Space Term Commencement Date" (as defined in paragraph 1 of
the Additional Space Agreement), is hereby changed from February 1, 1992 to
February 18, 1992. For all purposes of the Additional Space Agreement (and the
Lease, as defined therein and modified thereby), February 18, 1992 shall be
deemed to be, and be, the "601 Additional Space Term Commencement Date." The
aforesaid change in the 601 Additional Space Term Commencement Date will in no
way affect, or be deemed to change, the expiration date of the term of the
Lease, which is and shall continue to be March 31, 1998.
We further mutually agree with you that, by reason of the change of the
601 Additional Space Term Commencement Date, as aforesaid, the date "February
1, 1993", appearing in the last line of paragraph 4A of the Additional Space
Agreement, is hereby changed to "February 18, 1993."
Except as set forth herein, the Additional Space Agreement (and the
Lease) are ratified and confirmed and shall continue in full force and effect,
unmodified. Any capitalization terms used but not defined in this letter shall
have the same meaning contained in the Additional Space Agreement.
Please sign this letter and the enclosed copies to signify your agreement
with the terms hereof and return them to us for countersignature.
Very truly yours,
ONE CENTRAL PLAZA JOINT VENTURE
By: French Rockville Limited
Partnership, General Partner
By: /s/Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx, General Partner
ACCEPTED AND AGREED TO:
ICARUS CORPORATION
By: /s/Xxxxxxx X. Xxxxxxx 10 Feb 92
------------------------------------
, Its President
65
ADDITIONAL SPACE AGREEMENT
AGREEMENT made as of this 28th day of February, 1992, between ONE CENTRAL
PLAZA JOINT VENTURE, having an office at No. 00 Xxxx 00xx Xxxxxx, Xxxxx 0000,
Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York (hereinafter referred
to as "Landlord") and ICARUS CORPORATION, a Maryland corporation having its
office at No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (hereinafter referred
to as "Tenant").
W I T N E S S E T H:
WHEREAS, MACH I RESEARCH ASSOCIATES ("Mach I"), Landlord's
predecessor-in-interest, and Tenant heretofore entered into a certain written
lease dated as of October 15, 1976, wherein and whereby Mach I leased to
Tenant, and Tenant hired from Mach I, a portion of the sixth (6th) floor as
shown outlined in red on the plan annexed to said lease in the building known
as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st day of March,
1982, which lease was modified by Addendum No. 1 to lease dated as of October
25, 1976, between Mach I and Tenant, by Agreement dated as of August 24, 1979,
between Xxxx X. Xxxxxx of Maryland, as agent ("FFF"), Landlord's subsequent
predecessor-in-interest, and Tenant, by letter agreement dated as of August 31,
1979 between FFF and Tenant, by those certain letters of Tenant dated January
23, 1981, and April 30, 1986, wherein and whereby Tenant exercised its right to
extend the term of the lease, by Extension and Additional Space Agreement dated
as of January 8, 1990, between Landlord and Tenant, as amended by that certain
letter agreement dated January 30, 1990, and by Additional Space Agreement
dated as of January 20, 1992 (the "601 Additional Space Agreement"), between
Landlord and Tenant, which lease is now scheduled to end on March 31, 1998 (or
until such term shall sooner cease and expire as provided in said lease), at
the rental and additional rental and upon the covenants, conditions, provisions
and agreements contained in such lease, which lease as so modified and as the
same may have been otherwise heretofore modified, is hereinafter referred to as
the "Lease"; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in respects
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. Effective as of March 1, 1992 (the "609 Additional Space Term
Commencement Date") and for the remainder of the term of the Lease, inclusive,
there shall be added to, and included in, the premises demised by the Lease
(the "Original Space"), the following additional space, to wit:
66
the portion of the sixth (6th) floor, known as Suite 609 as shown
outlined in red on the plan annexed hereto, made a part hereof and
marked Exhibit "D" (the "609 Additional Space"),
in the building known as Xxx Xxxxxxx Xxxxx, XX. 00000 Xxxxxxxxx Pike,
Rockville, Maryland (the "Building"). In order to accomplish such additional
and inclusion of said 609 Additional Space to and in the premises demised by
the Lease, Landlord does hereby lease to Tenant and Tenant does hereby hire
from Landlord said 609 Additional Space for a period to commence on the 609
Additional Space Term Commencement Date and to end on the 31st of March, 1998,
or on such earlier date upon which said term may expire pursuant to any of the
conditions, covenants, provisions, terms and agreements of the Lease, as
modified by this agreement. It is the intention and agreement of the parties
hereto that, by reason of such addition and inclusion of said 609 Additional
Space to and in the premises demised by the Lease, the demised premises covered
by the Lease, as modified by this agreement, from and after the 609 Additional
Space Term Commencement Date, shall be and be deemed to be those portions of
the sixth (6th) floor in the Building known as Suites 601, 602, 602A, 604, 605
and 609 (the "Demised Premises").
2. A. Effective as of the 609 Additional Space Term
Commencement Date to and including March 31, 1998, inclusive, the annual rental
rate specified in the Lease, as modified by this agreement, shall be increased
by the amount of TEN THOUSAND AND 00/100 DOLLARS ($10,000.00) (the "609
Additional Space Fixed Rent") to the amount of TWO HUNDRED THIRTY-TWO THOUSAND
SIX HUNDRED NINETEEN AND 00/100 DOLLARS ($232,619.00) per annum, subject to
adjustment or adjustments by reason of the operation of provisions of the
Lease, as modified by this agreement, including, but not limited to, Articles 3
and 4 thereof and Paragraph 4 hereof.
B. Effective as of the 609 Additional Space Term
Commencement Date and for the remainder of the term of the Lease, as modified
by this agreement, the annual rental rate and/or additional rental and/or
increase in the annual rental reserved in the Lease, as modified by this
agreement, shall be paid by Tenant to Landlord at the time and in the manner
specified in the Lease, as modified by this agreement.
3. Tenant hereby covenants and agrees that said 609 Additional
Space shall be used solely for purposes of storage of personal property of
Tenant utilized in connection with its business activities in the Demised
Premises, and for no other purpose.
4. Effective as of the 609 Additional Space Term Commencement
Date to and including March 31, 1998, inclusive:
A. The provisions of Article 3 of the Lease, as modified
by this agreement, shall apply with respect to the entire Demised Premises
(inclusive of the 609 Additional Space) and, in order to accommodate such
application, the 609 Additional Space Fixed Rent shall be added to and become a
part of the Minimum Annual Rental described
67
in said Article 3 of the Lease, as modified by this agreement, and all
future calculations of the adjustments in said Minimum Annual Rental shall be
based upon the adjusted Minimum Annual Rental payable by Tenant in the lease
year immediately preceding the 609 Additional Space Term Commencement Date plus
the 609 Additional Space Fixed Rent. However, no adjustment under said
Articles 3 of the Lease, as modified by this agreement, shall be made or become
effective with respect to the 609 Additional Space Fixed Rent until March 1,
1993.
B. Each and every one of the provisions of Article 4 of
the Lease, as modified by this agreement, shall apply with respect to the 609
Additional Space separate and apart from their application with respect to the
Original Space (to which they shall continue to apply).
For purposes of applying the provisions of Article 4 with
respect only to the 609 Additional Space, the following shall apply:
(i) the figure "2.9%", which appears in Article 4(a) of the
Lease, which heretofore has been changed (and/or has been sometimes
referred to as having been changed) to "3.1%", "3.7", "3.71", "3.88", and
"3.87" for purposes of application thereof to all portions of the
Original Space except the 601 Additional Space (as defined in Paragraph 1
of the 601 Additional Space Agreement) (and which, for purposes of
application hereof to the said 601 Additional Space only, hereto has been
changed to ".51") shall be deemed, only for purposes of the application
thereof to the 609 Additional Space, to be changed to ".38" in its place
and stead in each such instance (but shall continue to be "3.87" with
respect to all portions the Original Space except the 601 Additional
Space and ".51" with respect to the 601 Additional Space).
(ii) the term "Base Year", which appears in Article 4 and is defined in
Article 4(b) of the Lease, shall be deemed to be, only for purposes of
the application thereof to the 609 Additional Space (and shall continue,
with respect to the 601 Additional Space, as specified in the 601
Additional Space Agreement), to be the fiscal year commencing July 1,
1991 and ending on June 30, 1992, both dates inclusive (but shall
continue, with respect to all portions of the Original Space except the
610 Additional Space, to be the "Base Year" as defined in Article 4(b) of
the Lease, without regard to this agreement.
5. A. Tenant has examined and inspected said 609 Additional Space
and agrees to accept the same in the condition in which it exists on the date
of this agreement, subject to the changes, improvements and alterations
required to be provided by Landlord hereunder. Tenant understands and agrees
that no materials whatsoever are to be furnished by Landlord and no work
whatever is to be performed by Landlord in connection with the Demised Premises
or said 609 Additional Space or any part thereof, except as hereinafter
specifically set forth.
68
B. Landlord agrees, at its expense, to make and complete the
following described changes, improvements and alterations in and to the 609
Additional Space ("Landlord's Work"):
(i) remove carpet and seal floor;
(ii) remove fifteen feet (15') of partitioning,
approximately as shown on the sketch attached hereto as
Exhibit "E";
(iii) supply and install electrical outlets, as deemed
necessary by Landlord; and
(iv) supply and install sprinklers.
All of such work shall be of a material, design, capacity, finish and
color, as applicable, of the standard adopted by Landlord for the Building
unless indicated otherwise.
C. Landlord's Work shall be done during ordinary business hours
of business days during the continued occupancy of the Original Space by Tenant
without diminution, abatement or reduction in rent or any other compensation to
Tenant as a result thereof, and Tenant covenants and agrees to cooperate with
Landlord in connection therewith. Landlord shall secure the Demised Premises
from theft, unauthorized entry and other similar perils at all times during the
performance of Landlord's Work, and specifically secure the Demised Premises
upon the opening, demolition or removal of any existing demising wall and/or
installation of additional entry doors, provided, however, that in no event
shall Landlord be subject to consequential liability arising out of or in
connection with the foregoing.
D. Landlord's Work shall be deemed "Substantially completed"
when (a) the certificate of occupancy (if any) and any other certificate or
governmental approvals (if any) necessary for Tenant to lawfully use and occupy
the 609 Additional Space have been obtained (which shall be the responsibility
of the Landlord); (b) all building systems and/or other systems servicing the
609 Additional Space are operational; and (c) all Landlord's Work has been
performed, other than minor decoration and minor punch list type adjustments
which do not materially interfere with the Tenant's use and occupancy of the
609 Additional Space.
E. Except for punch list items delivered to Landlord, Tenant's
acceptance of Landlord's work in, and/or Tenant's occupancy of, the 609
Additional Space shall relieve Landlord of obligations to complete Landlord's
Work hereunder in accordance with this Agreement, except for latent defects.
F. Tenant shall be entitled to inspect all work as it deems
appropriate provided that Tenant does not interfere with Landlord's Work. All
Landlord's Work shall be performed in a good and workmanlike manner, utilizing
materials and fixtures specified
69
in this Agreement, and in accordance with all building and other applicable
codes and ordinances.
6. A. Anything in this agreement to the contrary notwithstanding,
in the event that Landlord has not substantially completed Landlord's Work
pursuant to the immediately preceding Article hereof by Xxxxx 0, 0000, Xxxxxx
shall not (except with Landlord's written consent) be entitled to possession of
the 609 Additional Space and the 609 Additional Space Term Commencement Date
shall not be deemed to have occurred until said 609 Additional Space is ready
for Tenant's occupancy (as described in Article 5D above) and Tenant shall not
have any claim against Landlord, and Landlord shall have no liability to
Tenant, by reason of any such postponement of Tenant's possession of the 609
Additional Space, nor shall the same affect the validity of the Lease, as
hereby modified, or the obligation of Tenant hereunder, nor shall the same be
construed in any wise to extend the term of the Lease, as hereby modified. In
such event, Tenant agrees to accept occupancy of the 609 Additional Space as
soon as the work required to be performed by Landlord pursuant to the
immediately preceding Article hereof is substantially completed. The 609
Additional Space shall not be deemed to be unready for Tenant's occupancy or
incomplete if only minor or insubstantial details of construction, decoration
or mechanical adjustments remain to be done in the 609 Additional Space or any
part thereof, or if the delay in the availability of the 609 Additional Space
for occupancy shall be due to special work, changes, alternations, or additions
required or made by Tenant in the layout or finish of the 609 Additional Space
or any part thereof or shall be caused in whole or in part by Tenant through
the delay of Tenant in submitting plans and/or specifications, including, but
not limited to, supplying information, approving plans, specifications, or
estimates, giving authorizations or otherwise or shall be caused in whole or in
part by delay and/or default on the part of the Tenant.
B. Notwithstanding anything else to the contrary contained in
the Lease, as modified by this agreement, if Tenant takes possession of the 609
Additional Space of any part thereof and uses all or any portion of the 609
Additional space in any way to conduct its business or any aspect thereof prior
to the date when the 609 Additional Space shall otherwise be ready for Tenant's
occupancy within the meaning of this or the immediately preceding Article, the
609 Additional Space Term Commencement Date shall be deemed to be as of such
earlier date.
7. (i) Notwithstanding the provisions of Paragraph 3 hereof limiting
the use of the 609 Additional Space to storage purposes, it is agreed that
Tenant, during the term of the Lease, may elect to use the 609 Additional Space
as office space; provided that, prior to such office use, Tenant, as its sole
cost and expense, causes all improvements required to convert such storage
space to office space to be performed and paid for, such work to be done in
accordance with all terms, provisions, covenants and conditions of the Lease
(including, without limitation Article 11 thereof) by contractor(s) of
Landlord's choosing or subject to Landlord's approval. If Tenant pays for said
work, the Lease, as modified by this agreement, shall remain in full force and
effect, without modification of its terms except for the use of the 609
Additional Space, as set forth in Paragraph 3 hereof.
70
(ii) If Tenant requests that Landlord agree to pay for the cost of
the improvements required to convert the storage space to office space, which
Landlord shall have no obligation to do, and if Landlord considers doing so,
then, as a pre-condition to Landlord's so agreeing to pay for said
improvements, Landlord and Tenant shall mutually agree upon such modifications
to the 609 Additional Space Fixed Rent, and such other monetary adjustments, as
may be appropriate to reflect the value of the improvements to be paid for by
Landlord.
8. Tenant hereby affirms that no security has been heretofore
deposited by Tenant under the Lease and that no additional security is required
to be deposited by reason of this agreement.
9. Tenant understands and agrees that Landlord will not carry
insurance of any kind on any personal property in the demised premises or the
609 Additional Space (regardless of whether such property shall be owned by
Tenant and including, but not limited to, Tenant's goods, supplies,
furnishings, furniture, fixtures, equipment). In the event that Tenant fails
to maintain insurance on such personal property, then Tenant hereby waives any
and all right of recovery which it might otherwise have against Landlord, any
fee owner or mortgage and their respective officers, directors, agents,
contractors, servants and employees for loss or damage to such property or any
part thereof, to the same extent that Tenant's insurer's right of subrogation
would be waived if insurance coverage with waiver of subrogation provisions
were being maintained by Tenant upon all of such property. The provisions of
this Article shall also apply to each permitted assignee, if any, and each
permitted subtenant, if any, at any time occupying the Demised Premises or any
part thereof or the 609 Additional Space or any part thereof.
10. Tenant represents and warrants to Landlord that it has not dealt
with any real estate agent or broker in connection with this agreement and/or
the 609 Additional Space and/or the Building, other than Xxxxx Xxxxxxx Company,
and that this agreement was not brought about or procured through the use of
instrumentality of any other agent or broker and that all negotiations with
respect to the terms of this agreement were conducted between Landlord, Xxxxx
Xxxxxxx Company and Tenant. Tenant covenants and agrees to indemnify and hold
Landlord harmless from and against any and all claims for commissions and other
compensation made by any other agent or against and/or other broker or brokers
based on any dealing between Tenant and any other agent or agents and/or other
broker or brokers, together with all costs and expenses incurred by Landlord in
resisting such claims (including, without limitation, attorneys' fees).
11. Except as modified and extended by this agreement, the Lease and
all terms, covenants, conditions and agreements thereof are hereby in all
respects ratified, confirmed and approved.
12. This agreement contains the entire understanding between the
parties with respect to the matters contained herein. No representations,
warranties, covenants or
71
agreements have been made concerning or affecting the subject matter of this
agreement, except as are contained herein.
13. This agreement may not be changed orally, but only by an agreement,
in writing signed by the party against whom enforcement of any waiver, change
or modification or discharge is sought.
14. The submission of this agreement to Tenant shall not be construed
as an offer, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall executed a copy of this agreement and deliver the same to
Tenant.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
agreement as of the day and year first above written.
ONE CENTRAL PLAZA JOINT VENTURE
By: French Rockville Limited
Partnership, General Partner
By: /s/ Xxxxx X. Xxxxxx
-------------------------
General Partner
ICARUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
President
00
XXXXX XX XXX XXXX ) JOY XXXXXX XXXXXXXX
) ss: Notary Public, State of New York
COUNTY OF NEW YORK ) No. 00-0000000
Qualified in New York County Term
Expires August 31, 1993
On this 28th day of February, 1992, before me personally came XXXXX X.
XXXXXX, to me known, who being by me duly sworn did depose and say that he is a
general partner of the partnership of French Rockville Limited Partnership, the
firm described in and which executed the foregoing instrument and acknowledged
to me that he executed the foregoing instrument for and in behalf of said
partnership.
/s/ Joy Xxxxxx Xxxxxxxx
--------------------------------
Notary Public
STATE OF MARYLAND )
) ss:
COUNTY OF XXXXXXXXXX )
On this 20th day of February, 1992, before me personally came Xxxxxxx
Xxxxxxx, to me known who, being by me duly sworn, did depose and say that he
resides at ____________ Potomac, MD; that he is the current President of ICARUS
CORPORATION, the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation, and that he signed his name thereto
by like order.
/s/ Xxxxxxx X. Xxxxx
------------------------------
Notary Public
My Commission Expires August 1, 1992
73
ADDITIONAL SPACE AGREEMENT
AGREEMENT made as of this 20th day of January, 1992, between ONE CENTRAL
PLAZA JOINT VENTURE, having an office at No. 000 Xxxxxxxxx Xxxxxx, Xxxxxxx xx
Xxxxxxxxx, Xxxx, Xxxxxx and State of New York (hereinafter referred to as
"Landlord") and ICARUS CORPORATION, a Maryland corporation having its office at
No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (hereinafter referred to as
"Tenant").
W I T N E S S E T H :
WHEREAS, MACH I RESEARCH ASSOCIATES ("Mach I"), Landlord's
predecessor-in-interest, and Tenant heretofore entered into a certain written
lease dated as of October 15, 1976, wherein and whereby Mach I leased to
Tenant, and Tenant hired from Mach I, a portion of the sixth (6th) floor as
shown outlined in red on the plan annexed to said lease in the building known
as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st day of March,
1982, which lease was modified by Addendum No. 1 to lease dated as of October
25, 1976, between Mach I and Tenant, by Agreement dated as of August 24, 1979,
between Xxxx X. Xxxxxx of Maryland, as agent ("FFF"), Landlord's subsequent
predecessor-in-interest, and Tenant, by letter agreement dated as of August 31,
1979 between FFF and Tenant, by those certain letters of Tenant dated January
23, 1981, and April 30, 1986, wherein and whereby Tenant exercised its right to
extend the term of the lease, and by Extension and Additional Space Agreement
dated as of January 8, 1990, between Landlord and Tenant, as amended by that
certain letter agreement dated January 30, 1990, which
74
lease is now scheduled to end on March 31, 1998 (or until such term shall
sooner cease and expire as provided in said lease), at the rental and
additional rental and upon the covenants, conditions, provisions and agreements
contained in such lease, which lease as so modified and as the same may have
been otherwise heretofore modified, is hereinafter referred to as the "Lease";
and
WHEREAS, Landlord and Tenant desire to modify the Lease only in respects
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. Effective as of February 1, 1992 (the "601 Additional Space
Term Commencement Date") and for the remainder of the term of the Lease,
inclusive, there shall be added to, and included in, the premises demised by
the Lease (the "Original Space"), the following additional space, to wit:
the portion of the sixth (6th) floor, known as Suite 601 as
shown outlined in red on the plan annexed hereto, made a part
hereof and marked Exhibit "C" (the "601 Additional Space"),
in the building known as Xxx Xxxxxxx Xxxxx, Xx. 00000 Xxxxxxxxx Pike,
Rockville, Maryland (the "Building"). In order to accomplish such addition and
inclusion of said 601 Additional Space to and in the premises demised by the
Lease, Landlord does hereby lease to Tenant and Tenant does hereby hire from
Landlord said 601 Additional Space for a period to commence on the 601
Additional Space Term Commencement Date and to end on the 31st day, of March,
1998, or on such earlier date upon which said term may expire pursuant to any
of the conditions, covenants, provisions, terms and agreements of the Lease, as
modified
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by this agreement. It is the intention and agreement of the parties
hereto that, by reason of such addition and inclusion of said 601 Additional
Space to and in the premises demised by the Lease, the demised premises covered
by the Lease, as modified by this agreement, from and after the 601 Additional
Space Term Commencement Date, shall be and be deemed to be those portions of
the sixth (6th) floor in the Building known as Suites 601, 602, 602A, 604 and
605 (the "Demised Premises").
2. A. Effective as of the 601 Additional Space Term
Commencement Date to and including March 31, 1998, inclusive, the annual rental
rate specified in the Lease, as modified by this agreement, shall be increased
by the amount of TWENTY-FOUR THOUSAND SEVEN HUNDRED AND 00/100 DOLLARS
($24,700.00) (the "601 Additional Space Fixed Rent") to the amount of TWO
HUNDRED TWENTY-TWO THOUSAND SIX HUNDRED NINETEEN AND 00/100 DOLLARS
($222,619.00) per annum, subject to adjustment or adjustments by reason of the
operation of provisions of the Lease, as modified by this agreement, including,
but not limited to, Articles 3 and 4 thereof and Article 4 hereof.
B. Effective as of the 601 Additional Space Term
Commencement Date and for the remainder of the term of the Lease, as modified
by this agreement, the annual rental rate and/or additional rental and/or
increase in the annual rental reserved in the Lease, as modified by this
agreement, shall be paid by Tenant to Landlord at the time and in the manner
specified in the Lease, as modified by this agreement.
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3. Tenant hereby covenants and agrees that said 601 Additional
Space shall be used solely for the purposes set forth in Article "5" of the
Lease, and for no other purpose.
4. Effective as of the 601 Additional Space Term Commencement
Date to and including March 31, 1998, inclusive:
A. The provisions of Article 3 of the Lease, as modified
by this agreement, shall apply with respect to the entire Demised Premises
(inclusive of the 601 Additional Space) and, in order to accommodate such
application, the 601 Additional Space Fixed Rent shall be added to and become a
part of the Minimum Annual Rental described in said Article 3 of the Lease, as
modified by this agreement, and all future calculations of the adjustments in
said Minimum Annual Rental shall be based upon the adjusted Minimum Annual
Rental payable by Tenant in the lease year immediately preceding the 601
Additional Space Term Commencement Date plus the 601 Additional Space Fixed
Rent. However, no adjustment under said Article 3 of the Lease, as modified by
this agreement, shall be made or become effective with respect to the 601
Additional Space Fixed Rent until February 1, 1993.
B. Each and every one of the provisions of Article 4 of
the Lease, as modified by this agreement, shall apply with respect to the 601
Additional Space separate and apart from their application with respect to the
Original Space (to which they shall continue to apply).
For purposes of applying the provisions of Article 4 with
respect only to the 601 Additional Space, the following shall apply:
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(i) the figure "2.9%", which appears in Article 4(a) of the
Lease, which heretofore has been changed (and/or has been sometimes
referred to as having been changed) to "3.1%", "3.7%", "3.71", "3.88%",
and "3.87" for purposes of application thereof to the Original Space
shall be deemed, only for purposes of the application thereof to the 601
Additional Space, to be changed to ".51%" in its place and stead in each
such instance (but shall continue to be "3.87%" with respect to the
Original Space).
(ii) the term "Base Year", which appears in Article 4 and is
defined in Article 4(b) of the Lease, shall be deemed, only for purposes
of the application thereof to the 601 Additional Space, to be the fiscal
year commencing July 1, 1991 and ending on June 30, 1992, both dates
inclusive (but shall continue, with respect to the Original Space, to be
the "Base Year" as defined in Article 4(b) of the Lease, without regard
to this agreement).
C. Article 46 of the Lease, as heretofore modified by the
provisions of Article 5C of the "Extension and Additional Space Agreement",
dated as of November 8, 1990, shall be deemed to be and hereby is deleted from
the Lease in its entirety. Tenant acknowledges that the 601 Additional Space
is a portion of the "premises known as Suite 601" which were described in said
Article 46, as modified; and acknowledges that Tenant has not exercised its
rights with respect to the balance thereof in accordance with the provisions of
said Article 46 of the Lease, as modified. Tenant acknowledges and agrees that
it has no right of prior refusal, or any other rights or options, with respect
to the
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balance of the said Suite 601 described in said Article 46 (or with respect to
any other portion(s) of the Building).
5. A. Tenant has examined and inspected said 601 Additional
Space and agrees to accept the same in the condition in which it exists on the
date of this agreement, subject to the changes, improvements and alterations
required to be provided by Landlord hereunder. Tenant understands and agrees
that no materials whatsoever are to be furnished by Landlord and no work
whatever is to be performed bit Landlord in connection with the Demised
Premises or said 601 Additional Space or any part thereof, except as
hereinafter specifically set forth.
B. Landlord agrees, at its expense, to make and complete
the changes, improvements and alterations in and to the 601 Additional Space
("Landlord's Work") set forth on the construction documents dated November 26,
1991, which have been approved and initialled by Tenant (the "Plans"). All of
such work shall be of a material, design, capacity, finish and color of the
standard adopted by Landlord for the Building unless indicated otherwise.
C. Landlord's Work shall be done during ordinary business
hours of business days during the continued occupancy of the Original Space by
Tenant without diminution, abatement or reduction in rent or any other
compensation to Tenant as a result thereof, and Tenant covenants and agrees to
cooperate with Landlord in connection therewith. Landlord shall secure the
Demised Premises from theft, unauthorized entry and other similar perils at all
times during the performance of Landlord's Work, and specifically secure the
Demised Premises upon the opening, demolition or removal of any existing
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demising wall and/or installation of additional entry doors; provided, however,
that in no event shall Landlord be subject to consequential liability arising
out of or in connection with the foregoing.
D. Landlord's Work shall be deemed "substantially
completed" when (a) the certificate of occupancy (if any) and any other
certificates or governmental approvals (if any) necessary for Tenant to
lawfully use and occupy the 601 Additional Space have been obtained (which
shall be the responsibility of the Landlord); (b) all building systems and/or
other systems servicing the 601 Additional Space are operational; and (c) all
Landlord's Work has been performed, other than minor decoration and minor punch
list type adjustments which do not materially interfere with the Tenant's use
and occupancy of the 601 Additional Space.
E. Except for punch list items delivered to Landlord,
Tenant's acceptance of Landlord's work in, and/or Tenant's occupancy of, the
601 Additional Space shall relieve Landlord of obligations to complete
Landlord's Work hereunder in accordance with the Plans and this Agreement,
except for latent defects.
F. Tenant shall be entitled to inspect all work as it
deems appropriate provided that Tenant does not interfere with Landlord's Work.
All Landlord's Work shall be performed in a good and workmanlike manner,
utilizing materials and fixtures specified in the Plans and this Agreement, and
in accordance with all building and other applicable codes and ordinances.
6. A. Anything in this agreement to the contrary
notwithstanding, in the event that Landlord has not substantially completed
Landlord's Work pursuant to the
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immediately preceding Article hereof by February, 1, 1992, Tenant shall not
(except with Landlord's written consent) be entitled to possession of the 601
Additional Space and the 601 Additional Space Term Commencement Date shall not
be deemed to have occurred until said 601 Additional Space is ready for
Tenant's occupancy (as described in Article 5D above) and Tenant shall not have
any claim against Landlord, and Landlord shall have no liability to Tenant, by
reason of any such postponement of Tenant's possession of the 601 Additional
Space, nor shall the same affect the validity of the Lease, as hereby modified,
or the obligation of Tenant hereunder, nor shall the same be construed in any
wise to extend the term of the Lease, as hereby modified. In such event,
Tenant agrees to accept occupancy of the 601 Additional Space as soon as the
work required to be performed by Landlord pursuant to the immediately preceding
Article hereof is substantially completed. The 601 Additional Space shall not
be deemed to be unready for Tenant's occupancy or incomplete if only minor or
insubstantial details of construction, decoration or mechanical adjustments
remain to be done in the 601 Additional Space or any part thereof, or if the
delay in the availability of the 601 Additional Space for occupancy shall be
due to special work, changes, alterations, or additions required or made by
Tenant in the layout or finish of the 601 Additional Space or any part thereof
or shall be caused in whole or in part by Tenant through the delay of Tenant in
submitting plans and/or specifications, including, but not limited to,
supplying information, approving plans, specifications, or estimates, giving
authorizations or otherwise or shall be caused in whole or in part by delay
and/or default on the part of the tenant.
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B. Notwithstanding anything else to the contrary contained
in the Lease, as modified by this agreement, if Tenant takes possession of the
601 Additional Space of any part thereof and uses all or any portion of the 601
Additional Space in any way to conduct its business or any aspect thereof prior
to the date when the 601 Additional Space shall otherwise be ready for Tenant's
occupancy within the meaning of this or the immediately preceding Article, the
601 Additional Space Term Commencement Date shall be deemed to be as of such
earlier date.
7. Landlord hereby agrees that, subsequent to the 601 Additional
Space Term Commencement Date, Tenant, at Tenant's sole cost and expense and
subject to all of the terms, covenants, conditions, provisions and agreements
of this Article and of the Lease, as modified by this Agreement, may require
that Landlord perform or cause the installation in the 601 Additional Space
and/or Demised Premises of not more than six (6) heat pump units (the "Heat
Pump Units") to service same (such installation of the Heat Pump Units being
called the "Heat Pump Work"), provided that:
(i) all costs of purchasing and installing such Heat Pump
Units and all aspects of the Heat Pump Work shall, except as set forth in
(iv) below, be borne solely by Tenant;
(ii) the Heat Pump Work will be performed by the Landlord's
contractor for the Building;
(iii) all fixtures and installations comprising the Heat Pump
Work, once attached to the Demised Premises and upon the expiration or
sooner termination of the term of the Lease, as modified by this
agreement, shall remain
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upon and be surrendered up with the Demised Premises in accordance with
the provisions of the Lease, as modified by this agreement (and shall
thereupon become the sole property of the Landlord); and
(iv) Tenant shall be obligated to pay as additional rent,
within thirty (30) days after same is billed by Landlord, all costs
associated with the Heat Pump Work. However, in no event shall the costs
to be borne by Tenant for purchasing and installing the Heat Pump Units
exceed the sum of Two Thousand ($2,000.00) Dollars per Heat Pump Unit.
In the event that such cost exceeds said Two Thousand ($2,000.00) Dollars
per Heat Pump Unit, Landlord will be responsible for the excess of the
actual cost per unit over Two Thousand ($2,000.00) Dollars per unit.
7.A. Landlord represents and hereby covenants to Tenant that upon
completion of the 601 Additional Space, the air conditioning therein will be
such that each office within the 601 Additional Space, whether adjacent to or
bordering on an exterior wall or completely within the interior of the 601
Additional Space shall be maintained at a temperature which does not exceed the
greater of (i) fifteen degrees Fahrenheit (15 degrees F) less than the outside
temperature or (ii) seventy-eight degrees Fahrenheit (78 degrees F), during the
air conditioning season. In the event the Landlord's HVAC system is
insufficient to provide cooling capacity in the 601 Additional Space sufficient
to comply with the foregoing, Landlord shall undertake such measures as are, in
Landlord's discretion, reasonable and necessary to increase such capacity. In
such event, all costs of any work necessary to increase the cooling capacity
within the 601 Additional Space shall be borne by Landlord. Such work by
Landlord shall be done by contractors of Landlord's choosing and shall comply
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with all applicable codes, ordinances, statutes, rules and regulations.
Landlord's obligation hereunder is subject to Tenant's obligation, and Tenant
hereby covenants, to make appropriate utilization of window treatments (e.g.,
blinds, shades, etc.), as applicable, installed in the 601 Additional Space to
reduce or eliminate heat therein from direct sunlight.
8. Tenant hereby affirms that no security has been heretofore
deposited by Tenant under the Lease and that no additional security is required
to be deposited by reason of this agreement.
9. Tenant understands and agrees that Landlord will not carry
insurance of any kind on any personal property in the demised premises or the
601 Additional Space (regardless of whether such property shall be owned by
Tenant and including, but not limited to, Tenant's goods, supplies,
furnishings, furniture, fixtures, equipment). In the event that Tenant fails
to maintain insurance on such personal property, then Tenant hereby waives any
and all right of recovery which it might otherwise have against Landlord, any
fee owner or mortgagee and their respective officers, directors, agents,
contractors, servants and employees for loss or damage to such property or any
part thereof, to the same extent that Tenant's insurer's right of subrogation
would be waived if insurance coverage with waiver of subrogation provisions
were being maintained by Tenant upon all of such property. The provisions of
this Article shall also apply to each permitted assignee, if any, and each
permitted subtenant, if any, at any time occupying the Demised Premises or any
part thereof or the 601 Additional Space or any part thereof.
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10. Tenant represents and warrants to Landlord that it has not
dealt with any real estate agent or broker in connection with this agreement
and/or the 601 Additional Space and/or the Building, other than Xxxxx Xxxxxxx
Company, and that this agreement was rot brought about or procured through the
use or instrumentality of any other agent or broker and that all negotiations
with respect to the terms of this agreement were conducted between Landlord,
Xxxxx Xxxxxxx Company and Tenant. Tenant covenants and agrees to indemnify and
hold Landlord harmless from and against any and all claims for commissions and
other compensation made by any other agent or agents and/or other broker or
brokers based on any dealing between Tenant and any other agent or agents
and/or other broker or brokers, together with all costs and expenses incurred
by Landlord in resisting such claims (including, without limitation, attorneys'
fees).
11. Except as modified and extended by this agreement, the Lease
and all the terms, covenants, conditions and agreements thereof are hereby in
all respects ratified, confirmed and approved.
12. This agreement contains the entire understanding between the
parties with respect to the matters contained herein. No representations,
warranties, covenants or agreements have been made concerning or affecting the
subject matter of this agreement, except as are contained herein.
13. This agreement may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change or modification or discharge is sought.
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14. The submission of this agreement to Tenant shall not be
construed as an offer, nor shall Tenant have any rights with respect hereto,
unless and until LandLord shall executed a copy of this agreement and deliver
the same to Tenant.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
agreement as of the day and year first above written:
ONE CENTRAL PLAZA JOINT VENTURE
By: French Rockville Limited
Partnership, General Partner
By:/s/ Xxxxx X. Xxxxxx
---------------------------
General Partner
ICARUS CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
----------------------------
President
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 20th day of January, 1992, before me personally came XXXXX X.
XXXXXX, to me known, who being by me duly sworn did depose and say that he is a
general partner of the partnership of French Rockville Limited Partnership, the
firm described in and which executed the foregoing instrument and acknowledged
to me that he executed the foregoing instrument for and in behalf of said
partnership.
/s/ Joy Xxxxxx Xxxxxxxx
--------------------------
Notary Public
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXXXXXX )
On this 13th day of January, 1992, before me personally came Xxxxxxx X.
Xxxxxxx, to me known who, being by me duly sworn, aid depose and say that he
resides at________________________; that he is the _____________ President of
ICARUS CORPORATION, the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his
name thereto by like order.
/s/ Xxxxxxx X. Xxxxx
--------------------------
Notary Public
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ADDITIONAL SPACE AGREEMENT
AGREEMENT made as of the 1st day of January, 1994, between ONE CENTRAL
PLAZA JOINT VENTURE, having an office at 00 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx
Xxxx, Xxx Xxxx 00000 (hereinafter referred to as "Landlord") and ICARUS
CORPORATION, a Maryland corporation having its office at No. 00000 Xxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Tenant").
WITNESSETH:
WHEREAS, MACH I RESEARCH ASSOCIATES ("MACH I"), Landlord's
predecessor-in-interest, and Tenant heretofore entered into a certain written
lease dated as of October 15, 1976, wherein and whereby Mach I leased to
Tenant, and Tenant hired from Mach I, a portion of the Sixth (6th) floor as
shown outlined in red on the plan annexed to said lease in the building known
as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st day of March,
1982; which lease was modified by Addendum No. 1 to Lease dated as of October
25, 1976, between Mach I and Tenant; by Agreement dated as of August 24, 1979,
between Xxxx X. Xxxxxx of Maryland, as agent ("FFF"), Landlord's subsequent
predecessor-in-interest, and Tenant; by letter agreement dated as of August 31,
1979 between FFF and Tenant; by those certain letters of Tenant dated January
23, 1981 and April 30, 1986, wherein and whereby Tenant exercised its right to
extend the term of the lease; by Extension and Additional Space Agreement dated
as of January 8, 1990, between Landlord and Tenant, as amended by that certain
letter agreement dated January 30, 1990; by Additional Space Agreement dated as
of January 20, 1992 (the "601 Additional Space Agreement"), between Landlord
and Tenant; and by Additional Space Agreement dated as of February 28, 1992
(the "609 Additional Space Agreement")' which lease is now scheduled to end on
March 31, 1998 (or until such term shall sooner cease and expire as provided in
said lease), at the rental and additional rental and upon the covenants,
conditions, provisions and agreements contained in such lease, which lease as
so modified and as the same may have been otherwise heretofore modified, is
hereinafter referred to as the "Lease"; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in respects
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. Elective as of January 1, 1994 (the "Storage Space Term
Commencement Date") and for the remainder of the term of the Lease, inclusive,
there shall be added to, and included in, the premises heretofore demised by
the Lease (the "Original Space"), the following additional space, to wit:
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the portion of the mezzanine floor, known as Storage Area #11 as shown
outlined in red on the plan annexed hereto, made a part hereof and marked
Exhibit "F" (the "Storage Space"),
in the building known as Xxx Xxxxxxx Xxxxx, Xx. 00000 Xxxxxxxxx Pike,
Rockville, Maryland (the "Building"). In order to accomplish such addition and
inclusion of said Storage Space to and in the premises demised by the Lease,
Landlord does hereby lease to Tenant and Tenant does hereby hire from Landlord
said Storage Space for a period to commence on the Storage Space Term
Commencement Date and to end on the 31st day of March, 1998, or on such earlier
date upon which said term may expire pursuant to any of the conditions,
covenants, provisions, terms and agreements of the Lease, as modified by this
agreement. It is the intention and agreement of the parties hereto that, by
reason of such addition and inclusion of said Storage Space to and in the
premises demised by the Lease, the demised premises covered by the Lease, as
modified by this agreement, from and after the Storage Space Term Commencement
Date, shall be and be deemed to be those portions of the Sixth (6th) Floor in
the Building known as Suites 601, 602, 602A, 604, 605 and 609 and said Storage
Area #11 (the "Demised Premises").
2. A. Effective as of the Storage Space Term Commencement Date to
and including, March 31, 1998. inclusive, the annual rental rate payable by
Tenant for the Storage Space only will be the sum of ONE THOUSAND NINE HUNDRED
TWENTY AND 00/100 DOLLARS ($1,920.00) per annum (the "Storage Space Fixed
Rent") subject to adjustment or adjustments by reason of the operation of
Paragraph 4 hereof.
B. Effective as of the Storage Space Term Commencement Date and
for the remainder of the term of the Lease, the Storage Space Fixed Rent, as
well as the annual rental rate and/or additional rental reserved in the Lease,
as modified by this Agreement, shall be paid by Tenant to Landlord at the time
and in the manner specified in the Lease, as modified by this Agreement.
3. Tenant hereby covenants and agrees that said Storage Space shall be
used solely for purposes of storage of personal property of Tenant utilized in
connection with its business activities in the Demised Premises, and for no
other purpose.
4. Effective as of the Storage Space Term Commencement Date to and
including March 31, 1998, inclusive:
A. The provisions of Article 3 of the Lease shall not apply with
respect only to the Storage Space, but shall continue to apply to the balance
of the Demised Premises.
B. The provisions of Article 4 of the Lease shall not apply with
respect only to the Storage Space, but shall continue to apply to the balance
of the Demised Premises as heretofore provided in the Lease.
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C. Beginning January 1, 1995, and each January 1 of each year
thereafter during the term of the Lease, the Storage Space Fixed Rent shall be
increased by three (3%) per cent per annum more than the Storage Space Fixed
Rent payable in the immediately preceding January 1 to December 31 period, as
previously adjusted in accordance with this sentence. Such annual increase
shall then be added to and become part of the Storage Space Fixed Rent for said
year.
5. A. Tenant has examined and inspected said Storage Space and
agrees to accept the same in the condition in which it exists on the date of
this Agreement, subject to the changes, improvements and alterations required
to be provided by Landlord hereunder. Tenant understands and agrees that no
materials whatsoever are to be furnished by Landlord and no work whatever is to
be performed by Landlord in connection with the Demised Premises or said
Storage Space or any part thereof, except as hereinafter specifically set
forth.
B. Landlord agrees, at its expense, to furnish and install one
(1) demising wall and tow (2) doors in and to the Storage Space ("Landlord's
Work"), as shown on the plan initialled by the parties.
All of such Landlord's Work shall be of a material, design,
capacity, finish and color, as applicable, of the standard adopted by Landlord
for the Building, unless indicated otherwise, and shall be performed by a
contractor selected by Landlord.
C. Landlord's Work shall be done during ordinary business hours
of business days without requirement that Landlord incur any overtime labor
costs.
D. Landlord's Work shall be deemed "substantially completed"
when an Landlord's Work has been performed, other than minor decoration and
minor punch list type adjustments which do not materially interfere with the
Tenant's use and occupancy of the Storage Space.
E. Except for punch list items delivered to Landlord, Tenant's
acceptance of Landlord's Work in, and/or Tenant's occupancy of, the Storage
Space shall relieve Landlord of obligations to compete Landlord's Work
hereunder in accordance with this Agreement, except for latent defects.
F. Tenant shad be entitled to inspect all work as it deems
appropriate provided that Tenant does not interfere with Landlord's Work. All
Landlord's Work shall be performed in a good and workmanlike manner, utilizing
materials and fixtures specified in this Agreement, and in accordance with all
building and other applicable codes and ordinances.
6. A. Anything in this Agreement to the contrary notwithstanding,
in the event that Landlord has not substantially completed Landlord's Work
pursuant to the
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immediately preceding Article hereof by January 1, 1994, Tenant shall not
(except with Landlord's written consent) be entitled to possession of the
Storage Space and the Storage Space Term Commencement Date shall not be deemed
to have occurred until said Storage Space is ready for Tenant's occupancy (as
described in Article 5D above) and Tenant shall not have any claim against
Landlord, and Landlord shad have no liability to Tenant, by reason of any such
postponement of Tenant's possession of the Storage Space, nor shall the same
affect the validity of the Lease, as hereby modified, or the obligation of
Tenant hereunder, nor shall the same be construed in any wise to extend the
term of the Lease, as hereby modified. Tenant agrees to accept occupancy of
the Storage Space as soon as the work required to be performed by Landlord
pursuant to the immediately preceding Article hereof is substantially
completed. The Storage Space shall not be deemed to be unready for Tenant's
occupancy or incomplete if only minor or insubstantial details of construction,
decoration or mechanical adjustments remain to be done in the Storage Space or
any part thereof, or if the delay in the availability of the Storage Space for
occupancy shall be due to special work, changes, alterations, or additions
required or made by Tenant in the layout or finish of the Storage Space or any
part thereof or shall be caused in whole or in part by Tenant through the delay
of Tenant in submitting plans and/or specifications, including, but not limited
to, supplying information, approving plans, specifications, or estimates,
giving authorizations or otherwise or shall be caused in whole or in part by
delay and/or default on the part of the Tenant.
B. Notwithstanding anything else to the contrary contained in
the Lease, as modified by this Agreement, if Tenant takes possession of the
Storage Space or any part thereof and uses all or any portion of the Storage
Space in any way to conduct its business or any aspect thereof prior to the
date when the Storage Space shall otherwise be ready for Tenant's occupancy
within the meaning of this or the immediately preceding Article, the Storage
Space Term Commencement Date shall be deemed to be as of such earlier date.
7. (Intentionally Omitted)
8. Tenant hereby affirms that no security has been heretofore
deposited by Tenant under the Lease and that no additional security is required
to be deposited by reason of this Agreement.
9. Tenant understands and agrees that Landlord will not carry
insurance of any kind on any personal property in the Demised Premises or the
Storage Space (regardless of whether such property shall be owned by Tenant and
including, but not limited to, Tenant's goods, supplies, furnishings,
furniture, fixtures, equipment). In the event that Tenant fails to maintain
insurance on such personal property, then Tenant hereby waives any and all
right of recovery which it might otherwise have against Landlord, any fee owner
or mortgagee and their respective officers, directors, agents, contractors,
servants and employees for loss or damage to such property or any part thereof,
to the same extent that Tenant's insurer's right of subrogation would be waived
if insurance coverage with waiver of subrogation provisions were being
maintained by Tenant upon all of such property. The
4
91
provisions of this Article shall also apply to each permitted assignee, if
any, and each permitted subtenant, if any, at any time occupying the Demised
Premises or any part thereof or the Storage Space or any part thereof.
10. Tenant represents and warrants to Landlord that is has not dealt
with any real estate agent or broker in connection with this Agreement and/or
the Storage Space and/or the Building, other than Xxxxx Xxxxxxx Company, and
that this Agreement was not brought about or procured through the use or
instrumentality of any other agent or broker and that all negotiations with
respect to the terms of this Agreement were conducted between Landlord, Xxxxx
Xxxxxxx Company and Tenant. Tenant covenants and agrees to indemnify and
hold Landlord harmless from and against any and all claims for commissions and
other compensation made by any other agent or agents and/or other broker or
brokers based on any dealing between Tenant and any other agent or agents
and/or other broker or brokers, together with all costs and expenses incurred
by Landlord in resisting such claims (including, without limitation, attorneys'
fees).
11. Except as modified and extended by this Agreement, the Lease and
all the terms, covenants, conditions and agreements thereof are hereby in all
respects ratified, confirmed and approved.
12. This Agreement contains the entire understanding between the
parties with respect to the matters contain herein. No representations,
warranties, covenants or agreements have been made concerning or affecting the
subject matter of this Agreement, except as are contained herein.
13. This Agreement may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change
or modification or discharge is sought.
14. The submission of this Agreement to Tenant shall not be construed
as an offer, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute a copy of this Agreement and deliver the same to
Tenant.
5
92
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the day and year first above written.
ONE CENTRAL PLAZA JOINT VENTURE
By: French Rockville Limited
Partnership, General Partner
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx, General Partner
ICARUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx 6 Apr 94
----------------------------------
Xxxxxxx X. Xxxxxxx, President
6
00
XXX XXXXXX XXXXXXXX
XXXXX XX XXX XXXX ) Notary Public, State of New York
) SS.: Xx. 00-0000000
XXXXXX XX XXX XXXX ) Qualified in New York County
Term Expires 9/22/95
On this 13 day of April, 1994, before me personally came Xxxxx X. Xxxxxx,
to me known, who being by me duly sworn did depose and say that he is a general
partner of the partnership of French Rockville Limited Partnership, which is
the general partner of the partnership of ONE CENTRAL PLAZA JOINT VENTURE, the
firm described in and which executed the foregoing instrument and acknowledged
to me that he executed the foregoing instrument for an in behalf of said
partnerships.
/s/ Joy Xxxxxx Xxxxxxxx
---------------------------
Notary Public
STATE OF MARYLAND )
) SS.:
COUNTY OF XXXXXXXXXX )
On this 6th day of April 1994, before me personally came Xxxxxxx X.
Xxxxxxx, to me known who, being by me duly sworn, did depose and say that he
resides at Maryland, USA; that he is the President of ICARUS CORPORATION, the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order.
/s/ Xxxxxxx X. Xxxxx
----------------------------
Notary Public
Xxxxxxx X. Xxxxx
Notary Public - Maryland
Xxxxxxxxxx County
My Commission Expires 8/1/96
7
94
ADDITIONAL SPACE AGREEMENT
AGREEMENT made as of the 1st day of May, l995, between ONE CENTRAL PLAZA
LIMITED PARTNERSHIP, having an office at c/o Xxxx X. Xxxxxx Investing LLC,
Metro Center - Xxx Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000 (hereinafter referred
to as "Landlord") and ICARUS CORPORATION, a Maryland corporation having its
office at No. 00000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
(hereinafter referred to as "Tenant").
W I T N E S S E T H:
WHEREAS, MACH I RESEARCH ASSOCIATES ("MACH I"), Landlord's
predecessor-in-interest, and Tenant heretofore entered into a certain written
lease dated as of October 15, 1976, wherein and whereby Mach I leased to
Tenant, and Tenant leased from Mach I, a portion of the Sixth (6th) floor, as
shown on the plan annexed to said lease as Exhibit "A", in the building known
as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st day of March,
1982; which lease was modified: (i) by Addendum No. 1 to Lease dated as of
October 25, 1976, between Mach I and Tenant; (ii) by Agreement dated as of
August 24, 1979, between Xxxx X. Xxxxxx of Maryland, as agent ("FFF"), another
of Landlord's predecessor-in-interest, and Tenant; (iii) by letter agreement
dated as of August 31, 1979 between FFF and Tenant; (iv) by those certain
letters of Tenant dated January 23, 1981 and April 30, 1986, wherein and
whereby Tenant exercised its rights to extend the term of the lease; (v) by
Extension and Additional Space Agreement dated as of January 8, 1990, between
One Central Plaza Joint Venture ("OCPJV"), another of Landlord's
predecessors-in-interest, and Tenant, as amended by that certain letter
agreement dated January 30, 1990 between OCPJV and Tenant; (vi) by Additional
Space Agreement dated as of January 20, 1992 (the "601 Additional Space
Agreement"), between OCPJV and Tenant; (vii) by Additional Space Agreement
dated as of February 28, 1992 (the "609 Additional Space Agreement")' between
OCPJV and Tenant; and (viii) by Additional Space Agreement dated sa of January
1, 0000 (xxx "Xxxxxxx Xxxx #00 Additional Space Agreement") between OCPJV and
Tenant; which lease is now scheduled to end on March 31, 1998 (or on such date
as the term shall sooner cease and expire as provided in said lease), at the
rental and additional rental and upon the covenants, conditions, provisions and
agreements contained in such lease, which lease as so modified and as the same
may have been otherwise heretofore may have been modified, is hereinafter
referred to as the "Lease"; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in respects
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. Effective as of June 1, l995 (the "Suite 611 Storage Space Term
Commencement Date") and for the remainder of the term of the Lease, inclusive,
there
95
shall be added to, and included in, the premises heretofore demised by
the Lease (the "Original Space"), the following additional space, to wit:
the portion of the sixth (6th) floor, known as Suite 611, as shown
outlined in red on the plan annexed hereto and made a part hereof
and marked Exhibit "G" (the "Suite 611 Storage Space"),
in the building known as Xxx Xxxxxxx Xxxxx, Xx. 00000 Xxxxxxxxx Pike,
Rockville, Maryland (the "Building"). In order to accomplish such addition and
inclusion of said Suite 611 Storage Space to and in the premises demised by the
Lease, Landlord does hereby lease to Tenant and Tenant does hereby lease from
Landlord said Suite 611 Storage Space for a period to commence on the Suite 611
Storage Space Term Commencement Date and to end on the 31st day of March, 1998,
or on such earlier date upon which said term may expire pursuant to any of the
conditions, covenants, provisions, terms and agreements of the Lease, as
modified by this agreement. It is the intention and agreement of the parties
hereto that, by reason of such addition and inclusion of said Suite 611 Storage
Space to and in the premises demised by the Lease, the demised premises covered
by the Lease, as modified by this agreement, from and after the Suite 611
Storage Space Term Commencement Date, shall be and be deemed to be those
portions of the Sixth (6th) Floor in the Building known as Suites 601, 602,
602A, 604, 605, 609 and 611, and Storage Area #11 (the "Demised Premises).
2. A. Effective as of the Suite 611 Storage Space Term Commencement
Date to and including March 31, 1998, inclusive, the annual rental rate payable
by Tenant for the Suite 611 Storage Space only will be the sum of TWO THOUSAND
FOUR HUNDRED THIRTY-NINE AND 72/100 DOLLARS ($2,439.72) per annum, payable in
equal monthly installments of TWO HUNDRED THREE AND 31/100 DOLLARS ($203.31)
per month, (the "Suite 611 Storage Space Fixed Rent") subject to adjustments by
reason of the operation of the provisions of the Lease, as modified by this
agreement, including, but not limited to, Articles 3 and 4 thereof and
Paragraph 4 hereof.
B. Effective as of the Suite 611 Storage Space Term Commencement
Date and for the remainder of the term of the Lease, the Suite 611 Storage
Space Fixed Rent, as well as the annual rental rate and/or additional rental
reserved in the Lease, as modified by this Agreement, shall be paid by Tenant
to Landlord at the time and in the manner specified in the Lease, as modified
by this Agreement.
3. Tenant hereby covenants and agrees that said Suite 611 Storage
Space shall be used solely for purposes of storage of personal property of
Tenant utilized in connection with its business activities in the Demised
Premises, and for no other purpose, and otherwise in accordance with the terms
of the Lease, as modified by this agreement.
2
96
4. Effective as of the Suite 611 Storage Space Term Commencement Date
to and including March 31, 1998, inclusive:
A. The provisions of Article 3 of the Lease, as modified by this
agreement, shall apply with respect to the Suite 611 Storage Space (and shall
continue to apply with respect to the Original Space as provided in the Lease),
and, for purposes of the application of said Article 3 to said Suite 611
Storage Space, (i) the term "Minimum Annual Rental" therein contained shall be
deemed to be and to mean "Suite 611 Storage Space Fixed Rent"; and (ii) the
words "date of commencement" deemed to be and shall mean "Suite 611 Storage
Space Term Commencement Date". It is agreed that no adjustment under said
Article 3 of the Lease, as modified by this agreement, shall be made or become
effective with respect to the Suite 611 Storage Space Fixed Rent until May 1,
1996.
B. Each and every one of the provisions of Article 4 of the
Lease, as modified by this Agreement, shall apply with respect to the Suite 611
Storage Space separate and apart from their application with respect to the
Original Space (to which they shall continue to apply).
For purposes of applying the provisions of Article 4 with respect only to
the Suite 611 Storage Space, the following shall apply:
(i) the figure "2.9%", which appears in Article 4(a) of the
Lease, which heretofore has been changed (and/or has been sometimes
referred to as having been changed) to "3.1 %", "3.7%", "3.71 %",
"3.88%", and "3.87%" for purposes of application thereof to all portions
of the Original Space except the 601 Additional Space (as defined in
Paragraph 1 of the 601 Additional Space Agreement) and the 609 Additional
Space (as defined in Paragraph 1 of the 609 Additional Space Agreement)
(and which, for the purposes of application thereof to the said 601
Additional Space and the said 609 Additional Space only, heretofore has
been changed to ".51%" and ".38%", respectively) shall be deemed, only
for purposes of the application thereof to the Suite 61 Storage Space, to
be changed to ".087%" in its place and stead in each such instance (but
shall continue to be "3.87%" with respect to all portions the Original
Space (except Storage Area #11, the 601 Additional Space and the 609
Additional Space) and ".51%" with respect to the 601 Additional Space and
".38%" with respect to the 609 Additional Space, without regard to this
Agreement).
(ii) the term "Base Year", which appears in Article 4 and is
defined in Article 4(b) of the Lease, shall be deemed, only for purposes
of the application thereof to the Suite 611 Storage Space (and shall
continue, with respect to the 601 Additional Space and the 609 Additional
Space), to be the fiscal year commencing July 1, 1991 and ending on June
30, 1992, both dates inclusive (but shall continue, with respect to all
portions of the Original Space except the 601 Additional Space,
3
97
the 609 Additional Space and Storage Area #11 to be the "Base Year" as
defined in Article 4(b) of the Lease, without regard to this Agreement).
5. Tenant has examined and inspected said Suite 611 Storage Space and
agrees to accept the same in the "as is" condition in which it exists on the
date of this Agreement. Tenant understands and agrees that no materials
whatsoever are to be furnished by Landlord and no work whatever is to be
performed by Landlord in connection with the Demised Premises or said Suite 611
Storage Space or any part thereof.
6. [Intentionally Omitted]
7. Tenant represents and warrants to Landlord that Tenant has emerged
from Chapter 11 bankruptcy proceedings pursuant to an approved and completed
plan of reorganization and that, as of the date hereof, there are no actions,
voluntary or otherwise, pending or threatened by or against Tenant under the
bankruptcy, reorganization, moratorium or similar laws of the United States or
any state thereof, or any other jurisdiction.
8. Tenant hereby affirms that no security has been heretofore
deposited by Tenant under the Lease and that no additional security is required
to be deposited by reason of this Agreement.
9. Tenant understands and agrees that Landlord will not carry
insurance of any kind on any personal property in the Demised Premises or the
Suite 611 Storage Space (regardless of whether such property shall be owned by
Tenant and including, but not limited to, Tenant's goods, supplies,
furnishings, furniture, fixtures, equipment). In the event that Tenant fails
to maintain insurance on such personal property, then Tenant hereby waives any
and all right of recovery which it might otherwise have against Landlord, any
fee owner or mortgagee and their respective officers, directors, agents,
contractors, servants and employees for loss or damage to such property or any
part thereof, to the same extent that Tenant's insurer's right of subrogation
would be waived if insurance coverage with waiver of subrogation provisions
were being maintained by Tenant upon all of such property. The provisions of
this Article shall also apply to each permitted assignee, if any, and each
permitted subtenant, if any, at any time occupying the Demised Premises or any
part thereof or the Suite 611 Storage Space or any part thereof.
10. Tenant represents and warrants to Landlord that is has not dealt
with any real estate agent or broker in connection with this Agreement and/or
the Suite 611 Storage Space and/or the Building, other than Xxxxx Xxxxxxx
Company, and that this Agreement was not brought about or procured through the
use or instrumentality of any other agent or broker and that all negotiations
with respect to the terms of this Agreement were conducted between Landlord,
Xxxxx Xxxxxxx Company and Tenant. Tenant covenants and agrees to indemnify and
hold Landlord harmless from and against any and all claims for commissions and
other compensation made by any other agent or agents and/or other broker or
brokers
4
98
based on any dealing between Tenant and any other agent or agents
and/or other broker or brokers with respect to the Suite 611 Storage Space,
together with all costs and expenses incurred by Landlord in resisting such
claims (including, without limitation, reasonable attorneys' fees).
11. Except as modified and extended by this Agreement, the Lease and
all the terms, covenants, conditions and agreements thereof are hereby in all
respects ratified, confirmed and approved.
12. This Agreement contains the entire understanding between the
parties with respect to the matters contained herein. No representations,
warranties, covenants or agreements have been made concerning or affecting the
subject matter of this Agreement, except as are contained herein.
13. This Agreement may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change
or modification or discharge is sought.
14. The submission of this Agreement to Tenant shall not be construed
as an offer, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute a copy of this Agreement and deliver the same to
Tenant.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the day and year first above written.
ONE CENTRAL PLAZA LIMITED PARTNERSHIP
By: /s/Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx, General Partner
ICARUS CORPORATION
By: /s/Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx, President
5
99
STATE OF CONNECTICUT )
) SS.:
COUNTY OF FAIRFIELD )
On this 13th day of November 1995, before me personally came XXXXX X.
XXXXXX, to me known, who being by me duly sworn, did depose and say that he is
the general partner of ONE CENTRAL PLAZA LIMITED PARTNERSHIP, the firm
described in and which executed the foregoing instrument, and he acknowledged
to me that he executed the foregoing instrument for and on behalf of said
partnership.
/s/Xxxxx Xxxxx
---------------------------------
XXXXX XXXXX
COMMISSIONER OF DEEDS
STATE OF CONNECTICUT
My Commission Expires: 10/19/99
STATE OF MARYLAND )
) SS.:
COUNTY OF XXXXXXXXXX )
On this 16th day of October 1995, before me personally came Xxxxxxx X. Xxxxxxx,
to me know who, being by me duly sworn, did depose and say that he resides at
Maryland, U.S.A.; that he is the President of ICARUS CORPORATION, the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal thereof was affixed to said
instrument by order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
/s/Xxxxxxx X. Xxxxx
---------------------------------
Notary Public
Xxxxxxx X. Xxxxx
Notary Public - Maryland
Xxxxxxxxxx County
My Commission Expires: 8/1/96
6
100
Exhibit "G"
Floor Plan of Xxxxx 000
0
000
XXX XXXXXXX XXXXX LIMITED PARTNERSHIP
C/O XXXX X. XXXXXX INVESTING LLC
METRO CENTER - XXX XXXXXXX XXXXX
XXXXXXXX, XX 00000-0000
Dated As Of September 1, 1995
Icarus Corporation
Xxx Xxxxxxx Xxxxx - Xxxxx 000
00000 Xxxxxxxxx Pike
Xxxxxxxxx, Xxxxxxxx 00000
Re: Lease Agreement by and between MACH I RESEARCH ASSOCIATES
("MACH I"), one of Landlord's predecessors-in-interest, and
ICARUS CORPORATION ("Tenant") dated as of October 15, 1976,
wherein and whereby Mach I leased to Tenant a portion of the
sixth (6th) floor in the building known as No. 00000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the "Building"), for a
term scheduled to commence on the 1st day of January, 1977,
and to end on the 31st day of March, 1982; which lease was
modified: (i) by Addendum No. 1 to Lease dated as of October
25, 1976, between Mach I and Tenant; (ii) by Agreement dated
as of August 24, 1979, between Xxxx X. Xxxxxx of Maryland, as
agent ("FFF"), another of Landlord's
predecessors-in-interest, and Tenant; (iii) by letter
agreement dated as of August 31, 1979 between FFF and
Tenant; (iv) by those certain letters of Tenant dated January
23, 1981 and April 30, 1986, wherein and whereby Tenant
exercised its rights to extent the term of the lease; (v) by
Extension and Additional Space Agreement dated as of January
8, 1990, between One Central Plaza Joint Venture ("OCPJV"),
another of Landlord's predecessors-in-interest, and Tenant,
as amended by that certain letter agreement dated January 30,
1990 between OCPJV and Tenant; (vi) by Additional Space
Agreement dated as of January 20, 1992 (the "601 Additional
Space Agreement"), between OCPJV and Tenant; (vii) by
Additional Space Agreement dated as of February 28, 1992 (the
"609 Additional Space Agreement") between OCPJV and Tenant;
(viii) by Additional Space Agreement dated as of January 1,
0000 (xxx "Xxxxxxx Xxxx #00 Additional Space Agreement")
between OCPJV and Tenant; and (ix) by Additional Space
Agreement dated as of May 1, 1995 (the "611 Additional Space
Agreement") between One Central Plaza Limited Partnership
("Landlord") and Tenant which lease is now scheduled to end
on March 31, 1998 (or on such date as the term shall sooner
cease and expire as provided in said lease), at the rental
and additional rental and upon the covenants, conditions,
provisions and agreements contained in such lease, which
lease as so modified and as the same otherwise heretofore may
have been modified, is hereinafter referred to as the "Lease"
Gentlemen:
Reference hereby is made to the above-described Lease, and particularly
to the aforescribed "Storage Area #11 Additional Space Agreement" dated as of
January 1, 1994 (the "Agreement").
This letter will confirm our mutual understanding and agreement that,
effective as of NOVEMBER 1, 1995, Storage Area #10 on the mezzanine floor of
the Building ("Storage Area #10") which is adjacent to the "Storage Space"
described in the Agreement (i.e. Storage Area #11) hereby is added to and made
a part of the demised premises on the same terms and conditions as are
contained in the Agreement, except as hereby expressly modified.
102
Icarus Corporation
Dated As Of September 1, 1995 Page 2
Landlord and Tenant hereby agree to the following with respect to said
Storage Space #10:
1. Effective as of NOVEMBER 1, 1995, Storage Area #10 in the
Building, as depicted outlined in red on Exhibit "1" annexed hereto, is hereby
leased to Tenant by Landlord and hired from Landlord by Tenant, for the balance
of the term of aforesaid Lease (i.e., until and including March 31, 1998).
2. Storage Space #10 shall be used by Tenant for purposes only
of storage of personal property utilized by Tenant in connection with the
operation of Tenant's business at the Premises, and otherwise in accordance
with the aforesaid Lease, except as hereby modified.
3. If Tenant has taken occupancy of Storage Space #10 prior to
the execution and delivery of this Agreement, Tenant hereby ratifies and
confirms that the terms of this agreement and of the Lease, except as modified
by this agreement, are applicable to Tenant's occupancy prior to execution of
this agreement.
4. The rent payable by Tenant to Landlord for Storage Space #10
only shall be the annual sum of FOUR HUNDRED NINETY-FOUR AND 40/100 DOLLARS
($494.40) (the "Storage Space #10 Rent"), which shall be payable in equal
monthly installments of FORTY-ONE AND 20/100 DOLLARS ($41.20) per month,
payable in advance on the first day of each month during the term of this
agreement, and payable otherwise in accordance with, and subject to, the terms
of the Lease, except as hereby modified. Beginning January 1, 1996, and each
January 1 of each year thereafter during the term of the Lease, Storage Space
#10 Rent shall be increased by three (3%) per cent per annum more than Storage
Space #10 Rent payable in the immediately preceding calendar year, as
previously adjusted in accordance with this sentence. Such annual increase
shall then be added to and become part of Storage Space #10 Rent for said year.
5. Tenant acknowledges that it is fully familiar with the
existing condition of said Storage Space #10 and agrees to accept same "as is"
and in its condition and state of repair existing on the date hereof; and
Tenant acknowledges and agrees that Landlord will not be required to perform
any work whatsoever to prepare same for Tenant's use and occupancy.
6. Tenant represents and warrants that it has dealt with no
broker in connection with this agreement and Storage Space #10, other than
Xxxxx Xxxxxxx Company; and Tenant agrees to indemnify and hold Landlord
harmless against and from
103
Icarus Corporation
Dated As Of September 1, 1995 Page 3
any loss, damage, cost, expense, obligation or claim incurred by or asserted
against Landlord by reason of said representation and warranty being false or
misleading.
7. It is agreed that (i) Landlord will not be required to
furnish any services with respect to Storage Space #10 only; and (ii) that the
following provisions of the Lease shall not be applicable only with respect to
said Storage Space #10: Articles 3 and 4.
8. Tenant acknowledges that no security has been deposited by it
with Landlord in connection with this agreement or Storage Space #10.
Tenant hereby ratifies and confirms the Lease, as hereby modified,
and represents to Landlord that neither Tenant nor Landlord is in default under
the Lease and that Tenant has no claims against Landlord and no defenses or
offsets to Tenant's obligations under the Lease.
Please confirm Tenant's understanding of and mutual agreement with
the foregoing by executing the enclosed four (4) copies of this letter
agreement beneath the words "Accepted and Agreed"; and then return all four (4)
copies to us. This letter agreement shall not be binding upon Landlord unless
and until Landlord shall have executed same and delivered a fully executed
counterpart to Tenant. Upon such mutual execution and delivery, this letter
agreement shall be considered and deemed to be, and shall constitute, a binding
agreement between us.
Very truly yours,
ONE CENTRAL PLAZA LIMITED PARTNERSHIP
By: /s/Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx, General Partner
Accepted And Agreed:
ICARUS CORPORATION
By: /s/Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx, President
104
EXHIBIT 1
Floor Plan of Storage Area #10
105
ADDITIONAL SPACE AGREEMENT (SUITE 600)
AGREEMENT made as of the 13th day of November, 1996, ONE CENTRAL PLAZA
LIMITED PARTNERSHIP, having an office at c/o Xxxx X. Xxxxxx Investing LLC,
Metro Center - Xxx Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000 (hereinafter
referred to as "Landlord") and ICARUS CORPORATION, a Maryland corporation
having its office at No. 00000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx
00000 (herein referred to as "Tenant").
W I T N E S E T H:
WHEREAS, MACH I RESEARCH ASSOCIATES ("MACH I"), one of Landlord's
predecessors-in-interest, and Tenant heretofore entered into a certain written
lease dated as of October 15, 1976, wherein and whereby Mach I leased to
Tenant, and Tenant hired from Mach I, a portion of the sixth (6th) floor, as
shown on the plan annexed to said lease as Exhibit "A", in the building known
as No. 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st day of March,
1982; which lease was modified: (i) by Addendum No. 1 to Lease dated as of
October 25, 1976, between Mach I and Tenant; (ii) by Agreement dated as of
August 24, 1979, between Xxxx X. Xxxxxx of Maryland, as agent ("FFF"), another
of Landlord's predecessors-in-interest, and Tenant; (iii) by letter agreement
dated as of August 31, 1979 between FFF and Tenant; (iv) by those certain
letters of Tenant dated January 23, 1981 and April 30, 1986, wherein and
whereby Tenant exercised its rights to extend the term of the lease; (v) by
Extension and Additional Space Agreement dated as of January 8, 1990, between
One Central Plaza Joint Venture ("OCPJV"), another of Landlord's
predecessors-in-interest, and Tenant, as amended by that certain letter
agreement dated January 30, 1990 between OCPJV and Tenant; (vi) by Additional
Space Agreement dated as of January 20, 1992 (the "601 Additional Space
Agreement"), between OCPJV and Tenant, as amended by that certain letter
agreement dated February 18, 1992 between OCPJV and Tenant; (vii) by Additional
Space Agreement dated as of February 28, 1992 (the "609 Additional Space
Agreement") between OCPJV and Tenant; (viii) by Additional Space Agreement
dated as of January 1, 0000 (xxx "Xxxxxxx Xxxx # 00 Additional Space
Agreement") between OCPJV and Tenant; (ix) by Additional Space Agreement dated
as of May 1, 1995 (the Suite 611 Additional Space Agreement") between Landlord
and Tenant; and (x) by letter agreement dated as of September 1, 0000 (xxx
"Xxxxxxx Xxxx # 00 Additional Space Agreement") between Landlord and Tenant;
which lease is now scheduled to end on March 31, 1998 (or on such date as the
term shall sooner cease and expire as provided in said lease), at the rental
and additional rental and upon the covenants, conditions, provisions and
agreements contained in such lease, which lease as so modified and as the same
otherwise heretofore may have been modified, is hereinafter referred to as the
"Lease"; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in respects
hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
106
1. Effective as of December 1, 1996 (the "Suite 600 Term Commencement
Date") and for the remainder of the term of the Lease, inclusive, there shall
be added to, and included in, the premises heretofore demised by the Lease (the
"Original Space"), the following additional space, to wit:
the portion of the sixth (6th) floor, known as Suite 600, as shown
outlined in red on the plan annexed hereto and made a part hereof and
marked Exhibit "H" (the "Suite 600 Additional Space"),
in the building known as Xxx Xxxxxxx Xxxxx, Xx. 00000 Xxxxxxxxx Pike,
Rockville, Maryland (the "Building"). In order to accomplish such addition and
inclusion of said Suite 600 Additional Space to and in the premises demised by
the Lease, Landlord does hereby lease to Tenant and Tenant does hereby lease
from Landlord said Suite 600 Additional Space for a period to commence on the
Suite 600 Term Commencement Date and to end on the 31st day of March, 1998, or
on such earlier date upon which said term may expire pursuant to any of the
conditions, covenants, provisions, terms and agreements of the Lease, as
modified by this agreement. It is the intention and agreement of the parties
hereto that, by reason of such addition and inclusion of said Suite 600
Additional Space to and in the premises demised by the Lease, the demised
premises covered by the Lease, as modified by this agreement, from and after
the Suite 600 Term Commencement Date, shall be and be deemed to be those
portions of the Sixth (6th) Floor in the Building known as Suites 600, 601,
602, 602A, 604, 605, 609 and 611 and Storage Areas #10 and #11 (the "Demised
Premises").
2. A. Effective as of the Suite 600 Term Commencement Date to and
including March 31, 1998, inclusive, the annual rental rate payable by Tenant
for the Suite 600 Additional Space only will be the sum of EIGHTY SIX THOUSAND
ONE HUNDRED TWELVE AND 50/100 DOLLARS ($86,112.50) per annum, payable in equal
monthly installments of SEVEN THOUSAND ONE HUNDRED SEVENTY-SIX AND 04/100
DOLLARS ($7,176.04) per month (the "Suite 600 Additional Space Fixed Rent")
subject to adjustments by reason of the operation of the provisions of the
Lease, as modified by this agreement, including, but not limited to, Articles 3
and 4 thereof and Paragraph 4 hereof.
B. Effective as of the Suite 600 Term Commencement Date and for
the remainder of the term of the Lease, the Suite 600 Additional Space Fixed
Rent, as well as the annual rental rate and/or additional rental reserved in
the Lease, as modified by this Agreement, shall be paid by Tenant to Landlord
at the time and in the manner specified in the Lease, as modified by this
Agreement.
3. Tenant hereby covenants and agrees that said Suite 600 Additional
Space shall be used solely for purposes specified in Article 5 of the Lease,
and for no other purpose, and otherwise in accordance with the terms of the
Lease, as modified by this agreement.
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4. Effective as of the Suite 600 Term Commencement Date to and
including March 31, 1998, inclusive:
A. The provisions of Article 3 of the Lease, as modified by this
agreement, shall apply with respect to the Suite 600 Additional Space (and
shall continue to apply with respect to the Original Space as provided in the
Lease), and, for purposes of the application of said Article 3 only to said
Suite 600 Additional Space, (i) the term "Minimum Annual Rental" therein
contained shall be deemed to be and shall mean the "Suite 600 Additional Space
Fixed Rent"; and (ii) the words "date of commencement" shall be deemed to be
and shall mean the "Suite 600 Term Commencement Date". It is agreed that no
adjustment under said Article 3 of the Lease, as modified by this
agreement, shall be made or become effective with respect to the Suite 600
Additional Space Fixed Rent until December 1, 1997.
B. Each and every one of the provisions of Article 4 of the
Lease, as modified by this Agreement, shall apply with respect to the Suite 600
Additional Space separate and apart from their application with respect to the
Original Space (to which they shall continue to apply as provided in the
Lease).
For purposes of applying the provisions of Article 4 with
respect only to the Suite 600 Additional Space, the following shall apply:
(i) the figure "2.9%", which appears in Article 4(a) of the Lease,
which heretofore has been changed (and/or has been sometimes referred to as
having been changed) to "3.1%", "3.7%", "3.71%", "3.88%", and "3.87%" for
purposes of application thereof to those portions of the Original Space
consisting of Suites 602, 602A, 604 and 605 (and which, for purposes of the
application thereof to the 601 Additional Space (as defined in Paragraph 1 of
the 601 Additional Space Agreement), the 609 Additional Space (as defined in
Paragraph 1 of the 609 Additional Space Agreement) and the Suite 611 Storage
Space (as defined in paragraph 1 of the Suite 611 Additional Space Agreement)
only, heretofore has been changed to ".51%", ".38%" and ".087%", respectively)
shall be deemed, only for purposes of the application thereof to the Suite 600
Additional Space, to be changed to "1.58%" in its place and stead in each such
instance (but shall continue to be "3.87%" with respect to Suites 602, 602A,
604 and 605 and ".51%" with respect to the 601 Additional Space and ".38%" with
respect to the 609 Additional Space and ".087%" with respect to the Suite 611
Storage Space, without regard to this Agreement).
(ii) the term "Base Year", which appears in Article 4 and is defined in
Article 4(b) of the Lease, shall be deemed, only for purposes of the
application thereof to the Suite 600 Additional Space, to be the fiscal year
commencing July 1, 1996 and ending on June 30, 1997, both dates inclusive (but
shall continue, with respect to all portions of the Original Space to which
said Article applies, to be the "Base Year" as defined in Article 4(b) of the
Lease, as heretofore modified but without regard to this Agreement).
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5. A. Tenant has examined and inspected said Suite 600 Additional
Space and agrees to accept the same in the condition in which it exists on the
date of this Agreement, subject to the changes, improvements and alterations
required to be provided by Landlord hereunder. Tenant understands and agrees
that no materials whatsoever are to be furnished by Landlord and no work
whatever is to be performed by Landlord in connection with the Demised Premises
or said Suite 600 Additional Space or any part thereof, except as hereinafter
specifically set forth.
B. Landlord agrees, at its expense, to make and complete the
changes, improvements and alterations to the Suite 600 Additional Space (the
"Landlord's Work") which are set forth on the construction documents dated
September 27, 1996, prepared by Arium Architects, (the "Construction
Documents") which have been initialled by Landlord and Tenant.
C. All of such Landlord's Work shall be of a material, design,
capacity, finish and color as applicable, of the standard adopted by Landlord
for the Building, unless indicated otherwise, and shall be performed by a
contractor selected by Landlord. Landlord shall cause the Demised Premises to
be reasonably secured from and against theft, unauthorized entry and
other similar, foreseeable perils during the performance of Landlord's Work
(particularly upon the opening, demolition or removal of any existing demising
walls and/or the installation of any additional entry doors).
D. Landlord's Work shall be done during ordinary business hours
of business days without requirement that Landlord incur any overtime labor
costs.
E. Landlord's Work shall be deemed "substantially completed"
when all Landlord's Work has been performed; other than minor decoration and
minor punch list type adjustments which do not materially interfere with the
Tenant's use and occupancy of the Suite 600 Additional Space, and the
appropriate governmental authority has evidenced final sign-off on the
Landlord's Work having been performed in accordance with the plans filed and/or
permits issued therefor. The issuance of a Certificate of Use & Occupancy
("CUO") by said governmental authority will not be a prerequisite to
substantial completion (unless Tenant is prohibited by law from using and
occupying the Premises prior to the issuance thereof), but Landlord will cause
application for such CUO to be made and same to be obtained. Tenant will
assist Landlord and/or Landlord's contractor, as requested by Landlord and/or
said contractor, in the process of applying for and obtaining said CUO.
F. Except for punch list items delivered to Landlord, Tenant's
acceptance of Landlord's Work in, and/or Tenant's occupancy of, the Suite 600
Additional Space shall relieve Landlord of obligations to compete Landlord's
Work hereunder in accordance with this Agreement, except for latent defects.
G. Tenant shall be entitled to inspect all work as it deems
appropriate provided that Tenant does not interfere with Landlord's Work. All
Landlord's Work shall be
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performed in a good and workmanlike manner, and in accordance with all
building and other applicable codes and ordinances.
6. A. Anything in this Agreement to the contrary notwithstanding,
in the event that Landlord has not substantially completed Landlord's Work
pursuant to the immediately preceding Article hereof by December 1, 1996,
Tenant shall not (except with Landlord's written consent) be entitled to
possession of the Suite 600 Additional Space and the Suite 600 Term
Commencement Date shall not be deemed to have occurred until said Suite 600
Additional Space is ready for Tenant's occupancy (as described in Article 5E
above) and Tenant shall not have any claim against Landlord, and Landlord shall
have no liability to Tenant, by reason of any such postponement of Tenant's
possession of the Suite 600 Additional Space, nor shall the same affect the
validity of the Lease, as hereby modified, or the obligation of Tenant
hereunder, nor shall the same be construed in any wise to extend the term of
the Lease, as hereby modified. In such event, Tenant agrees to accept
occupancy of the Suite 600 Additional Space as soon as the work required to be
performed by Landlord pursuant to the immediately preceding Article hereof is
substantially completed. The 600 Additional Space shall not be deemed to be
unready for Tenant's occupancy or incomplete if only minor or insubstantial
details of construction, decoration or mechanical adjustments remain to be done
in the Suite 600 Additional Space or any part thereof, or if the delay in the
availability of the Suite Additional 600 Space for occupancy shall be due to
special work, changes, alterations, or additions required or made by Tenant in
the layout or finish of the Suite 600 Additional Space or any part thereof or
shall be caused in whole or in part by Tenant through the delay of Tenant in
submitting plans and/or specifications, including, but not limited to,
supplying information, approving plans, specifications, or estimates,
giving authorizations or otherwise or shall be caused in whole or in part by
delay and/or default on the part of the Tenant.
B. Notwithstanding anything else to the contrary contained in
the Lease, as modified by this Agreement, if Tenant takes possession of the
Suite 600 Additional Space or any part thereof and uses all or any portion of
the Suite 600 Additional Space in any way to conduct its business or any aspect
thereof prior to the date when the Suite 600 Additional Space shall otherwise
be ready for Tenant's occupancy within the meaning of this or the immediately
preceding Article, the Suite 600 Term Commencement Date shall be deemed to be
as of such earlier date
7. Effective as of the date of this Agreement, and for the balance of
the Term of the Lease, the following is hereby added to the Lease as Article 31
(former Article 31 thereof having been deleted therefrom by virtue of paragraph
5 of the August 24, 1979 Agreement between FFF and Tenant):
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110
"ARTICLE 31 - ADDITIONAL ASSIGNMENT/
SUBLETTING PROVISIONS
Section 31.01 Supplementing the provisions of Article 20 hereof, any
transfer, by operation of law or otherwise (including, without limitation, the
merger or consolidation of Tenant into or with any other business entity), of
Tenant's interest in this Lease or of any interest greater than forty-nine
(49%) percent in Tenant or, where applicable, in any majority shareholder,
partner or member of Tenant (whether stock, partnership interest or otherwise),
in a single transaction or a related series of transactions, which results in
majority ownership and operating control of either Tenant or any such majority
shareholder, partner or member of Tenant being owned or held, directly or
indirectly, by other than those persons or entities who/which have majority
ownership and operating control of Tenant and/or of any such majority
shareholders, partners or members of Tenant immediately prior to such
transaction(s), shall be deemed an assignment of this Lease within the meaning
of Article 20 hereof. Tenant will provide prior written notice to Landlord of
any and all changes in ownership of Tenant or, where applicable, in any
majority shareholder, partner or member of Tenant, and Tenant, upon request of
landlord, will provide Landlord promptly with a statement certifying the
persons or entities who or which, at the time of such request, are the
shareholders, partners or members of said Tenant (and/or of any such majority
shareholder, partner or member of Tenant) (and the percentage of ownership of
each). Annexed hereto as Exhibit "I" is a list of the names, addresses and
percentages of ownership of those persons or entities who or which, as of the
date of this agreement, are the shareholders, partners or members of Tenant
and/or of any such majority shareholder, partner or member of Tenant. In the
event that, at any time hereafter, Tenant's stock (or any class thereof) shall
become listed on a reputable, nationally recognized stock exchange, then, at
any time after such stock is so listed, (a) any public sale or other transfer
of such publicly traded stock (regardless of the number of shares and/or the
percentage of ownership in the Tenant which it represents) shall not (i) be
deemed to be an assignment of this Lease and (ii) require any consent or
approval of Landlord (or any other party who, by reason of its relationship to
or with Landlord, might otherwise have rights of consent or approval pursuant
to the terms of this Lease); and (b) Tenant no longer shall be required to
provide Landlord with the aforesaid statement(s) certifying the persons or
entities owning interests in Tenant.
Section 31.02 No subletting or assignment, in whatever manner accomplished,
shall be deemed in any way to relieve Tenant, or any other person or entity
having liability under this Lease, of any of the obligations under this Lease,
or to modify any of the terms and conditions of this Lease, except where
expressly agreed to or consented to in writing by Landlord. No such subletting
or assignment, or Landlord's consent to any of same, shall be deemed to permit
any further or other or future subletting or assignment, all of which shall be
subject to all of the terms of this Lease and Article 20.
Section 31.03 The liability of Tenant and the due performance of the
obligations of this Lease on Tenant's part to be performed or observed shall
not in any way be discharged, released or impaired by any (a) agreement which
modifies any of the rights or obligations of the parties under this Lease, (b)
stipulation which extends the time within which an obligation under this
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Lease is to be performed, (c) waiver of the performance of an obligation
required under this Lease, or (d) failure to enforce any of the obligations set
forth in this Lease."
8. Tenant represents and warrants to Landlord that Tenant has emerged
from Chapter 11 bankruptcy proceedings pursuant to an approved and completed
plan of reorganization and that, as of the date hereof, there are no
actions, voluntary or otherwise, pending or threatened by or against Tenant
under the bankruptcy, reorganization, moratorium or similar laws of the United
States or any state thereof, or any other jurisdiction.
9. Tenant hereby affirms that no security has been heretofore
deposited by Tenant under the Lease and that no additional security is required
to be deposited by reason of this Agreement.
10. Tenant understands and agrees that Landlord will not carry
insurance of any kind on any personal property in the Demised Premises or the
Suite 600 Additional Space (regardless of whether such property shall be owned
by Tenant and including, but not limited to, Tenant's goods, supplies,
furnishings, furniture, fixtures, equipment). In the event that Tenant fails
to maintain insurance on such personal property, then Tenant hereby waives any
and all right of recovery which it might otherwise have against Landlord, any
fee owner or mortgagee and their respective officers, directors, agents,
contractors, servants and employees for loss or damage to such property or any
part thereof, to the same extent that Tenant's insurer's right of subrogation
would be waived if insurance coverage with waiver of subrogation provisions
were being maintained by Tenant upon all of such property. The provisions of
this Article shall also apply to each permitted assignee, if any, and each
permitted subtenant, if any, at any time occupying the Demised Premises or any
part thereof or the Suite 600 Additional Space or any part thereof.
11. Tenant represents and warrants to Landlord that is has not dealt
with any real estate agent or broker in connection with this Agreement and/or
the Suite 600 Additional Space and/or the Building, other than Xxxxx Xxxxxxx
Company, and that this Agreement was not brought about or procured through the
use or instrumentality of any other agent or broker and that all negotiations
with respect to the terms of this Agreement were conducted between Landlord,
Xxxxx Xxxxxxx Company and Tenant. Tenant covenants and agrees to indemnify and
hold Landlord harmless from and against any and all claims for commissions and
other compensation made by any other agent or agents and/or other broker or
brokers based on any dealing between Tenant and any other agent or agents
and/or other broker or brokers with respect to the Suite 600 Additional Space,
together with all costs and expenses incurred by Landlord in resisting such
claims (including, without limitation, reasonable attorneys' fees).
12. Except as modified and extended by this Agreement, the Lease and
all the terms, covenants, conditions and agreements thereof are hereby in all
respects ratified, confirmed and approved. Tenant hereby affirms that, on the
date hereof, no breach or default by either party has occurred and that the
Lease, and all of its terms, covenants, conditions, provisions and
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112
agreements, except as hereby expressly modified, are in full force and
effect with no defenses or offsets thereto.
13. This Agreement contains the entire understanding between the
parties with respect to the matters contained herein. No representations,
warranties, covenants or agreements have been made concerning or affecting the
subject matter of this Agreement, except as are contained herein.
14. This Agreement may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change
or modification or discharge is sought.
15. The submission of this Agreement to Tenant shall not be construed
as an offer, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute a copy of this Agreement and deliver the same to
Tenant.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the day and year first above written.
ONE CENTRAL PLAZA LIMITED PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, General Partner
ICARUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx 8 Nov. 96
---------------------------------
Xxxxxxx X. Xxxxxxx, President
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113
ACKNOWLEDGEMENTS
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 13th day of November, 1996, before me personally came XXXXX X.
XXXXXX, to me known, who being by me duly sworn, did depose and say that he is
the general partner of ONE CENTRAL PLAZA LIMITED PARTNERSHIP, the firm
described in and which executed the foregoing instrument, and he acknowledged
to me that he executed the foregoing instrument for and on behalf of said
partnership.
/s/ Xxxxx Xxxxx
----------------------
XXXXX XXXXX
COMMISSIONER OF DEEDS
STATE OF CONNECTICUT
My Commission Expires: October 19, 0000
XXXXX XX XXXXXXXX )
) ss.: Rockville
COUNTY OF XXXXXXXXXX )
On this 8th day of November 1996, before me personally came Xxxxxxx X.
Xxxxxxx, to me known who, being by me duly sworn, did depose and say that he is
the President of ICARUS CORPORATION, the corporation described in and which
executed the foregoing instrument; and he acknowledged to me that he executed
the foregoing instrument for and on behalf of said corporation, and that he
signed his name thereto, by order of the Board of Directors of said
corporation.
/s/ Xxxxxxx X. Xxxxx
--------------------------
Notary Public
Xxxxxxx X. Xxxxx
Notary Public - Maryland
Xxxxxxxxxx County
My Commission Expires 8/1/00
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114
EXHIBIT "H"
Floor Plan of Suite 600
115
EXHIBIT I
NAMES, ADDRESSES AND OWNERSHIP
PERCENTAGES OF SHAREHOLDERS OF TENANTS
Name of Shareholder Address % of Ownership
------------------- ------- --------------
Xxxxxxx X. Xxxxxxx 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 N97
Xxxxxx X. Xxxxxxx 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 N3
116
ONE CENTRAL PLACE LIMITED PARTNERSHIP
C/O XXXX X. XXXXXX INVESTING LLC
METRO CENTER - XXX XXXXXXX XXXXX
XXXXXXXX, XX 00000-0000
DATED AS OF: January 21, 1998
Icarus Corporation
Xxx Xxxxxxx Xxxxx - Xxxxx 000
00000 Xxxxxxxxx Pike
Xxxxxxxxx, Xxxxxxxx 00000
Re: Lease Agreement by and between MACH I RESEARCH ASSOCIATES ("MACH
I"), one of Landlord's predecessors-in-interest, and ICARUS
CORPORATION ("Tenant") dated as of October 15, 1976, wherein and
whereby Mach I leased to Tenant a portion of the sixth (6th) floor
in the building at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the
"Building"), for a term scheduled to commence on the 1st day of
January, 1977, and to end on the 31st day of March 1982, which
lease was modified: (i) by Addendum No. 1 to Lease dated as of
October 25, 1976, between Mach I and Tenant; (ii) by Agreement
dated as of August 24, 1979, between Xxxx X. Xxxxxx of Maryland, as
agent ("FFF"), another of Landlord's predecessors-in-interest, and
Tenant; (iii) by letter agreement dated as of August 31, 1979
between FFF and Tenant; (iv) by those certain letters of Tenant
dated January 23, 1981 and April 30, 1986, wherein and whereby
Tenant exercised its rights to extend the term of the lease; (v) by
Extension and Additional Space Agreement dated as of January 8,
1990, between One Central Plaza Joint Venture ("OCPJV"), another of
Landlord's predecessors-in-interest, and Tenant, as amended by that
certain letter agreement dated January 30, 1990 between OCPJV and
Tenant; (vi) by Additional Space Agreement, dated as of January 20,
1992 (the "601 Additional Space Agreement"), between OCPJV and
Tenant, (vii) by Additional Space Agreement dated as of February
28, 1992 (the "609 Additional Space Agreement") between OCPJV and
Tenant; (viii) by Additional Space Agreement dated as of January 1,
0000 (xxx "Xxxxxxx Xxxx #00 Additional Space Agreement") between
OCPJV and Tenant; (ix) by Additional Space Agreement dated as of
May 1, 1995 (the "611 Additional Space Agreement") between One
Central Plaza Limited Partnership ("Landlord") and Tenant; (x) by
letter agreement dated as of September 1, 0000 (xxx "Xxxxxxx Xxxx
#00 Additional Space Agreement") between Landlord and Tenant; and
(xi) by Additional Space Agreement dated as of November 13, 1996
(the Suite 600 Additional Space Agreement") between Landlord and
Tenant; which lease is scheduled to end on March 31, 1998 (which
lease as so modified and as same otherwise heretofore may have been
modified is hereinafter referred to as the "Lease".
117
Icarus Corporation
Dated As Of January 21, 1998
Gentlemen:
Reference hereby is made to the above-described Lease, the term of which
presently is scheduled to expire on March 31, 1998. Capitalized terms used but
not defined in this agreement, if any, shall have the same meanings as are
ascribed to them in the Lease.
Tenant has requested that Landlord agree to extend the term of the Lease
for a period on one (1) month beyond the present expiration date thereof, in
order to facilitate the orderly removal by Tenant from the Building, and the
relocation by Tenant to new premises, upon the expiration of the term of the
Lease.
This letter will confirm our mutual understanding and agreement that,
effective as of January 21, 1998, the term of the Lease, for all of the
premisses demised thereby (the "Premises"), hereby is extended for a further
period of one (1) month beyond the presently scheduled expiration date of the
term (the "Extended Term"), commencing on April 1, 1998 and ending on April 30,
1998 (the "New Expiration Date").
Tenant's occupancy of the Premises during the Extended Term shall be upon
and subject to all of the same terms, covenants, conditions, provisions and
agreements contained in the Lease, except that, from and after January 21,
1998, Tenant shall have no right or privilege whatsoever to assign the Tenant's
interest in the Lease, or to sublet all or any portion of the Premises, or to
make any alterations to the Premises, in each case without the prior written
consent of the Landlord, which Landlord may grant or withhold in its sole
discretion.
Tenant hereby acknowledges and agrees that Landlord will perform no work
in and will make no improvements to the Premises in connection with Tenant's
use and occupancy thereof during the Extended Term; and Tenant accepts the
Premises in their condition and state of repair existing on the date hereof.
Tenant hereby represents and warrants to Landlord, and covenants with Landlord,
that:
(i) Tenant has dealt with no broker in connection with this agreement
other than Xxxxx Xxxxxxx Company and Tenant agrees to indemnify and
hold Landlord harmless against and from any loss, damage, cost.
expense, obligation or claim incurred by or asserted against
Landlord by reason of said representation and warranty being false
or misleading;
(ii) Tenant heretofore has not deposited any sums with Landlord as
security for the Lease and no further security is being deposited
in connection with this agreement;
118
Icarus Corporation
Dated As Of January 21, 1998
(iii) neither Tenant nor Landlord is in default under the Lease in any
respect and Tenant has no defenses to or offsets against the
performance of Tenant's obligations under the Lease, which, as
hereby modified, is ratified and confirmed by Tenant;
(iv) Tenant acknowledges that time is of the essence with respect to
Landlord's need to obtain possession of the Premises immediately
after the New Expiration Date and, accordingly, Tenant agrees that
if Tenant holds over in possession after the expiration or sooner
termination of the Extended Term of the Lease, such holding over
shall not be deemed to extend the Term or renew the Lease, but such
holding over thereafter shall continue upon the terms, covenants,
conditions, provisions and agreements set forth in the Lease,
except that the charge for use and occupancy of such holding over
for each calendar month or part thereof (even if such part shall be
a small fraction of a calendar month) shall be two (2) times the
sum of the fixed rent and the additional rent and other sums which
had been due and payable during the last full calendar month of the
end of the Extended Term, which total sum Tenant agrees to pay
Landlord promptly upon demand, in full, without set-off or
deduction. Notwithstanding the provisions of paragraph 26 of the
Lease, neither the billing nor the collection of use and occupancy
in the above amount shall be deemed a waiver of any right of
Landlord to reenter and take possession of the Premises in the
event of Tenant's holding over, nor shall same be deemed a waiver
of any right of Landlord to collect damages for Tenant's failure to
vacate the Premises after the expiration or sooner termination of
the Extended Term of the Lease; and
(v) Notwithstanding the provisions of paragraph 14 of the Lease, Tenant
agrees that, after the date hereof, Landlord, at all times, shall
be entitled to enter the Premises to show the Premises or any part
thereof to any parties contemplating subsequent leasing of all or a
portion of the Premises or to any prospective purchaser or
mortgagee of the Building.
119
Icarus Corporation
Dated As Of January 21, 1998
Please confirm Tenant's understanding of and mutual agreement with the
foregoing by executing the enclosed four (4) copies of this letter agreement
beneath the words "Accepted and Agreed"; and then return all four (4) copies to
us. This letter agreement shall not be binding upon Landlord unless and until
Landlord shall have executed same and delivered a fully executed counterpart to
Tenant. Upon such mutual execution and delivery, this letter agreement shall
be considered and deemed to be, and shall constitute, a binding agreement
between us.
Very truly yours,
ONE CENTRAL PLAZA LIMITED PARTNERSHIP
By:/s/
------------------------------------------
Xxxxx X. Xxxxxx, General Partner
Accepted And Agreed:
ICARUS CORPORATION
By:/s/Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx, President
