Exhibit 10.2
LEASE AGREEMENT
BY AND BETWEEN
REC PARTNERS, L.P.
AND
XXXXXX GROUP, INC.
Control Date: 01/28/00
REC III Master Lease
MDR/03199-238/BMM/LSE001.001e
TABLE OF CONTENTS
ARTICLE I
Definitions..........................................................1
ARTICLE II
Premises.............................................................2
ARTICLE III
Term.................................................................2
ARTICLE IV
Base Rent............................................................3
ARTICLE V
Increases in Real Estate Taxes and Operating- Costs..................4
ARTICLE VI
Use of Premises......................................................6
ARTICLE VII
Assignment and Subletting............................................7
ARTICLE VIII
Maintenance and Repairs..............................................8
ARTICLE IX
Alterations..........................................................9
ARTICLE X
Signs................................................................10
ARTICLE XI
Security Deposit.....................................................10
ARTICLE XII
Holding Over.........................................................10
ARTICLE XIII
Insurance............................................................11
ARTICLE XIV
Services and Utilities...............................................12
ARTICLE XV
Liability of Landlord................................................12
ARTICLE XVI
Rules................................................................14
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ARTICLE XVII
Damage or Destruction................................................14
ARTICLE XVIII
Condemnation.........................................................14
ARTICLE XIX
Default..............................................................15
ARTICLE XX
Bankruptcy...........................................................17
ARTICLE XXI
Subordination........................................................18
ARTICLE XXII
Covenants of Landlord................................................19
ARTICLE XXIII
General Provisions...................................................19
ARTICLE XXIV
Right of First Offer.................................................22
EXHIBIT A -- Plan Showing Premises
EXHIBIT B -- Work Agreement
EXHIBIT C -- Form of Certificate Affirming Lease Commencement Date
EXHIBIT D -- Rules
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LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is dated as of 15th of February, 2000,
by and between REC Partners, L.P., a Delaware limited partnership ("Landlord"),
and Xxxxxx Group, Inc., a Delaware corporation ("Tenant").
ARTICLE I
Definitions
1.1 Building: A six (6) story office building containing approximately One
Hundred Thirty-Seven Thousand Nine Hundred Twenty (137,920) square feet of
rentable area, known as Reston Executive Center, Building III and located on
approximately 4.16031 acres of land at 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx,
Xxxxxxxx.
1.2 Premises: Approximately twelve thousand twenty-seven (12,027) square
feet of rentable area located on the fourth (4th) floor of the Building commonly
known as 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx and outlined on Exhibit A,
attached hereto and incorporated herein by reference.
1.3 Lease Term: Eighty-four (84) months.
1.4 Anticipated Occupancy Date: April 1, 2000.
1.5 Base Rent: Three hundred sixty thousand eight hundred ten and 00/100
dollars ($360,810.00) for the first Lease Year (which amount is based on thirty
and 00/100 dollars ($30.00) per square foot of rentable area).
1.6 Base Rent Annual Escalation Percentage: Three percent (3%).
1.7 Operating Charges Base Year: Calendar year 2000.
1.8 Security Deposit: Thirty thousand sixty-seven dollars and 50/100
Dollars ($30,067.50).
1.9 Broker(s); Centennial Management Corporation and The Staubach Company.
1.10 Tenant Address for Notices: 0000 Xxxxx XxXxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000-0000, until Tenant has commenced beneficial use of the
Premises, and 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000-0000, after Tenant
has commenced beneficial use of the Premises.
1.11 Complex: That complex (of which the Building is a part) known as
Reston Executive Center and located on approximately 13.8 acres of land at
Sunset Hills Road, Reston, Virginia.
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ARTICLE II
Premises
2.1 Tenant leases the Premises from Landlord upon the terms stated herein.
Tenant will have the non-exclusive right to use the common and public areas of
and the surface parking spaces appurtenant to the Building.
ARTICLE III
Term
3.1 The Lease Term shall commence art the Lease Commencement Date specified
in Section 3.2. If the Lease Commencement Date is not the first day of a month,
then the Lease Term shall be the period set forth in Section 1.3 plus the
partial month in which the Lease Commencement Date occurs. The Lease Term shall
also include any renewal or extension of the term of this Lease.
3.2 The Lease Commencement Date shall be the earlier of the date (a) the
work and materials to be provided pursuant to Exhibit B are substantially
completed, or (b) Tenant commences beneficial use of the Premises. Tenant shall
be deemed to have commenced beneficial use of the Premises when Tenant begins to
move furniture, furnishings, inventory, equipment or trade fixtures into the
Premises. Promptly after the Lease Commencement Date is ascertained, Landlord
and Tenant shall execute a certificate (in the form of Exhibit C) confirming the
Lease Commencement Date.
3.3 It is presently anticipated that the Premises will be delivered to
Tenant on or about the Anticipated Occupancy Date. If Landlord does not deliver
possession of the Premises by such date, then Landlord shall not have any
liability whatsoever and this Lease shall not be rendered voidable, on account
thereof.
3.4 Lease Year shall mean a period of twelve (12) consecutive months
commencing on the Lease Commencement Date and each successive twelve (12) month
period thereafter; provided. however, that if the Lease Commencement Date is not
the first day of a month, then the second Lease Year shall commence on the first
day of the month in which the first anniversary of the Lease Commencement Date
occurs.
3.5 Landlord hereby grants to Tenant the right, exercisable at Tenant's
option, to renew the tent of this Lease for one (1) additional five (5) year
term ("Renewal Term") pursuant the following terms and conditions, if exercised,
and if the conditions applicable thereto have been satisfied, the Renewal Term
shall commence immediately following the end of the initial Lease Tent provided
in the Lease. The right of renewal herein granted to Tenant shall be subject to,
and shall be exercised in accordance with, the following terms and conditions:
(a) Tenant shall exercise its right of renewal by giving Landlord
written notice of such election not earlier than twelve (12) months nor
later than nine (9) months prior to the expiration of the initial Lease
Term. The parties shall have thirty (30) days after Landlord's timely
receipt of such notice in which to agree on the base rent, escalation
factor and additional rent which shall be payable during the Renewal Term.
Among the factors to be considered by the parties during such negotiations
shall be the general office rental market in Fairfax County, Virginia, the
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rental rates then being charged by landlords to comparable tenants for
comparable space in the Building, and the rents being charged similar
tenants for similar office space in multi-tenanted, multi-story,
first-class office buildings. In no event, however, shall Landlord be under
any obligation to agree to a base rent, escalation factor or additional
rent for the Renewal Term which is less than the Base Rent, escalation
factor or additional rent in effect under this Lease during the Lease Year
immediately preceding the commencement of the Renewal Term. If during such
thirty (30) day period the parties agree on such base rent, escalation
factor and additional rent payable during each year of the Renewal Term,
then they shall promptly execute an amendment to this Lease stating the
rent so agreed upon. If during such thirty (30) day period the parties are
unable, for any reason whatsoever, to agree on such base rent, escalation
factor and additional rent payable then the option to renew shall lapse.
(b) If Tenant's renewal notice is not given timely, then Tenant's
right of renewal shall lapse and be of no further force or effect.
(c) If Tenant is in default under this Lease on the date Tenant sends
a renewal notice or any time thereafter until a Renewal Term is to
commence, and such default is not cured within the applicable cure period,
then at Landlord's election, such Renewal Term shall not commence and the
Term of this Lease shall expire at the end of the Lease Term then in
effect.
(d) Tenant's right of renewal under this Section may be exercised only
by Tenant and may not be exercised by any other transferee, sublesses or
assignee or Tenant.
(e) If at any time fifty percent (50%) or more of the square feet of
rentable area of the Premises has been terminated pursuant to Section 7.4,
subleased or assigned to any entity other than an entity that is owned by
or affiliated with Tenant, then Tenant's rights pursuant to this Section
snail lapse and be of no further force or effect.
ARTICLE IV
Base Rent
4.1 Tenant shall pay the Base Rent in equal monthly installments in advance
on the first day of each month during a Lease Year. On the first day of the
second and each subsequent Lease Year, the Base Rent in effect shall be
increased by the product of (a) the Base Rent Annual Escalation Percentage,
multiplied by (b) the Base Rent in effect. Concurrently with Tenant's execution
of this Lease, Tenant shall pay an amount equal to one (1) monthly installment
of the Base Rent payable during the first Lease Year, which amount shall be
credited toward the monthly installment of the Base Rent payable for the first
full calendar month of the Lease Term. If the Lease Commencement Date is not the
first day of a month, then the Base Rent from the Lease Commencement Date until
the first day of the following month shall be prorated on a per diem basis at
the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent
payable during the first Lease Year, and Tenant shall pay such prorated
installment on the Lease Commencement Date.
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4.2 All sums payable by Tenant shall be paid to Landlord in legal tender of
the United States, at the address to which notices to Landlord are to be given
or to such other party or such other address as Landlord may designate i-n
writing. Landlord's acceptance of rent after it shall have become due and
payable shall not excuse a delay upon subsequent occasions or constitute a
waiver of rights.
ARTICLE V
Increases in Real Estate Taxes and Operating- Costs
5.1 Tenant shall pay Tenant's proportionate share of the amount by which
Operating Charges (as defined in Section 5.2) during each calendar year falling
entirely or partly within the Lease Tern exceed a base amount (the "Operating
Charges Base Amount") equal to the Operating Charges actually incurred during
the Operating Charges Base Year (as defined in Section 1.7 above). For purposes
of this Section, Tenant's proportionate share shall be that percentage which is
equal to a fraction, the numerator of which is the number of square feet of
rentable area an the Premises, and the denominator of which is the number of
square feet of rentable area in the Building excluding the number of square feet
of rentable area of basement storage space.
5.2 Operating Charges shall mean the following expenses incurred by
Landlord in the ownership and operation of the Building: (a) electricity, water,
sewer and other utility charges; (b) insurance premiums; (c) management fees;
(d) costs of service and maintenance contracts; (e) maintenance and repair
exercises which are deducted by Landlord in computing its federal income tax
liability; (f) depreciation for capital expenditures made by Landlord' to reduce
operating expenses if Landlord reasonably estimates that the annual reduction in
operating expenses shall exceed such depreciation; (g) Real Estate Taxes (as
defined in Section 5.3); (h) charges for janitorial services; (i) assessments
imposed by any association now or hereafter established to maintain common areas
and facilities of the Complex, (j) any business, professional and occupational
License tax payable by Landlord with respect to the Building; (k) reasonable
reserves for replacements, repairs and contingencies; (l) Building engineer
salary and employment expenses; and (m) any other expense reasonably incurred by
Landlord in maintaining, repairing or operating the Building. Operating Charges
shall not include: (1) principal or interest payments on any mortgage, deed of
trust or ground lease; (2) leasing commissions; (3) depreciation of the Building
or other improvements except as specified above; (4) the costs of special
services or utilities separately charged to particular tenants of the Building;
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(5) expenses for painting, redecorating, space planning, construction or other
work which Landlord performs for any tenant premises of the Building; (6) escrow
fees, brokerage fees or commissions, loan fees, points, title charges or other
payments on or arising with regarding to loans to Landlord or indebtedness
secured by the Building, or any costs connected with refinancing of such loans;
(7) advertising and marketing costs, tenant concessions and any other costs
associated with the leasing or sale of the Building, Land or any portion
thereof; (8) Landlord's income taxes; (9) Landlord's costs of any service sold
to any tenant or occupant of the Building for which Landlord is entitled to be
reimbursed as an additional charge or rental over and above the base rent and
escalations payable under the lease or occupancy agreement with that tenant or
other occupant (including, without limitation, after-hours HVAC costs or
over-standard electrical consumption costs incurred by other tenant or
occupants); (10) the initial cost of construction of the Building; (11) salaries
or other compensation of any personnel whose salaries are covered by a
management fee (except that the Building Engineer salary shall be an Operating
Expense and shall not be covered by the management fee); (12) expenses for
repairs or replacements to the extent such expenses are covered by and
reimbursed to Landlord by virtue of warranties from contractors or suppliers;
(13) any amounts paid to any person, firm or corporation related or otherwise
affiliated with Landlord or any general partner, officer or director of Landlord
or any of its general partners, to the extent same exceeds arms-length
competitive prices paid in the Washington, DC metropolitan area for the services
or goods provided; (14) costs relating to maintaining Landlord's existence,
either as a corporation, partnership, or other entity, such as trustee's fees,
annual fees, partnership organization or administration expenses, deed
recordation expenses, legal and accounting fees, other than with respect to
Building operations); (15) costs incurred due to Landlord's violation of any
terms and conditions of this Lease or any other lease relating to the Building;
(16) overhead profit increments paid to Landlord's subsidiaries or affiliates
for management or other services on or to the Building or for supplies or other
materials to the extent that the cost of the services, supplies, or materials
materially exceeds the cost that would have been paid had the services, supplies
or materials been provided by unaffiliated parties on a competitive basis; (17)
rental and other expenses incurred in leasing air conditioning systems,
elevators, or other equipment ordinarily considered to be of a capital nature
(excepting equipment used in providing janitorial services, when such equipment
is not affixed to the Building); (18) the cost of any item of service or repair
to the extent covered by any warranty, guaranty or insurance policy maintained
or held by Landlord; (19) any Operating Charges which are payable by any tenant
directly to the provider of the service or for which Landlord is entitled to be
reimbursed directly by a tenant, or by insurance proceeds; and (20) legal or
accounting fees, costs and disbursements for negotiating leases or enforcing the
lease obligations of other tenants in the Building.
All Operating Charges shall be "net" only and shall be reduced by the
amount of any insurance or other reimbursement, recoupment, payment, discount or
allowance received by Landlord.
5.3 Real Estate Taxes shall mean (a) all real estate taxes, including
general and special assessments, if any, which are imposed upon Landlord or
assessed against the Building and/or the land upon which the Building is located
(the "Land"), (b) any other present or future taxes or governmental charges that
are imposed upon Landlord or assessed against the Building or the Land which are
in the nature of or in substitution for real estate taxes, including any tax
levied on or measured by the rents payable by tenants of the Building, and (c)
expenses (including attorneys' fees) incurred in reviewing or seeking a
reduction of real estate taxes.
5.4 If the average occupancy rate for the Building during any calendar year
including the Operating Charges Base Year is less than ninety-five percent
(95%), or if any tenant is separately paying f or the electricity or janitorial
services furnished to its premises, then Operating charges for such calendar
year shall be deemed to include all additional expenses, as reasonably estimated
by Landlord, which would have been incurred during such calendar year if such
average occupancy rate had been ninety-five percent (95%) and if Landlord paid
for electricity and janitorial services furnished to such premises. For example,
if the average occupancy rate for the Building during a calendar year is eighty
percent (80%), and if the janitorial contractor charges are $1.00 per square
foot of occupied rentable area per year, and if the Building contains one
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hundred thousand (100,000) square feet of rentable area, then it would be
reasonable for Landlord to estimate that if the Building had been ninety-five
percent (95%) occupied during such year, then janitorial charges for such year
would have been ninety-five thousand dollars ($95,000.00)
5.5 At the beginning of the Lease Term and at the beginning of each
calendar year thereafter, Landlord may submit a statement setting forth the
amount by which Operating Charges that Landlord reasonably expects to be
incurred during each calendar year exceed the Operating Charges Base Amount and
Tenant's proportionate share of such excess. Tenant shall pay to Landlord on the
first day of each month after receipt of such statement, until Tenant's receipt
of any succeeding statement, an amount equal to one-twelfth (1/12) of such
share.
5.6 Within approximately one hundred twenty (120) days after the end of
each calendar year, Landlord shall submit a statement showing (a) Tenant's
proportionate share of the amount by which Operating Charges incurred during the
preceding calendar year exceeded the Operating Charges Base Amount, and (b) the
aggregate amount of Tenant's estimated payments during such year. If such
statement indicates that the aggregate amount of such estimated payments exceeds
Tenant's actual liability, then Tenant shall deduct the net overpayment from its
next estimated payment(s) pursuant to this Article, If such statement indicates
that Tenant's actual liability exceeds the aggregate amount of such estimated
payments, then Tenant shall pay the amount of such excess. If Tenant does not
notify Landlord in writing of any objection to such statement within thirty (30)
days after receipt, then Tenant shall be deemed to have waived such objection.
5.7 If the Lease Term commences or expires on a day other than the first
day or the last day of a calendar year, respectively, then Tenant's liability
for Operating Charges incurred during such year shall be proportionately
reduced.
ARTICLE VI
Use of Premises
6.1 Tenant shall use the Premises solely for general office purposes and
for no other use or purpose. Tenant shall not use the Premises for any unlawful
purpose or in any manner that in Landlord's opinion will constitute waste,
nuisance or unreasonable annoyance to Landlord or any tenant of the Building.
Tenant shall comply with all present and future laws, ordinances, regulations
and orders concerning the use, occupancy and condition of the Premises and all
machinery, equipment and furnishings therein. If any such law, ordinance,
regulation or order requires an occupancy or use permit for the Premises, then
Tenant shall obtain and keep current such permit at Tenant's expense and
promptly deliver a copy thereof to Landlord. Use of the Premises is subject to
all covenants, conditions and restrictions of record.
6.2 Tenant shall pay before delinquency any business, rent or other tax or
fee that is now or hereafter assessed or imposed upon Tenant's use or occupancy
of the Premises, the conduct of Tenant's business in the Premises or Tenant's
equipment, fixtures, furnishings, inventory or personal property. If any such
tax or fee is enacted or altered so that such tax or fee is imposed upon
Landlord or so that Landlord is responsible for collection or payment thereof,
then Tenant shall pay the amount of such tax or fee.
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6.3 Tenant shall not generate, use, store or dispose of any Hazardous
Materials in or about the Building. Hazardous Materials shall mean (a)
"hazardous wastes," as defined by the Resource Conservation and Recovery Act of
1976, as amended from time to time, (b) "hazardous substances," as defined by
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, (c) "toxic substances," as defined by the
Toxic Substances Control Act, as amended from time to time, (d) "hazardous
materials," as defined by the Hazardous Materials Transportation Act, as amended
from time to time, (e) oil or other petroleum products, and {f) any substance
whose presence could be detrimental to the Building or hazardous to health or
the environment. Notwithstanding the foregoing, Tenant may store in manufacturer
provided containers for use in the Premises office supplies customarily found in
general offices in such quantities suitable for Tenant's consumption.
ARTICLE VII
Assignment and Subletting
7.1 Tenant shall not assign this Lease or any of Tenant's rights or
obligations hereunder, or sublet or permit anyone to occupy the Premises or any
part thereof, without Landlord's prior written consent, which consent may not be
unreasonably withheld, conditioned or delayed. No assignment or transfer of this
Lease may be effected by operation of law or otherwise without Landlord's prior
written consent. Any assignment, subletting or occupancy, Landlord's consent
thereto or Landlord's collection or acceptance of rent from any assignee,
subtenant or occupant shall not be construed as a waiver or release of Tenant
from liability hereunder. Any assignment, subletting or occupancy, Landlord's
consent thereto or Landlord's collection or acceptance of rent from any
assignee, subtenant or occupant shall not be construed as relieving Tenant or
any assignee, subtenant or occupant from the obligation of obtaining Landlord's
prior written consent to any subsequent assignment, subletting or occupancy.
Upon an event of default, Tenant assigns to Landlord any sum due from any
assignee, subtenant or occupant of Tenant as security for Tenant's performance
of its obligations pursuant to this Lease, and Tenant authorizes each such
assignee, subtenant or occupant to pay such sum directly to Landlord if such
assignee, subtenant or occupant receives written notice from Landlord specifying
that such rent shall be paid directly to Landlord. Landlord's collection of such
rent shall not be construed as an acceptance of such assignee, subtenant or
occupant as tenant. All restrictions and obligations imposed pursuant to this
Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant
of Tenant, and Tenant shall cause such persons to comply with all such
restrictions and obligations. Tenant shall not mortgage this Lease without
Landlord's written consent, which consent may be granted or withheld in
Landlord's sole and absolute discretion. Tenant shall pay the expenses
(including reasonable attorneys' fees) incurred by Landlord in connection with
Tenant's request for Landlord to give its consent to any assignment, subletting,
occupancy or mortgage.
7.2 If Tenant is a partnership, then any dissolution of Tenant or a
withdrawal or change, whether voluntary, involuntary or by operation of law, of
partners owning a controlling interest in Tenant shall be deemed a voluntary
assignment of this Lease. If Tenant is a corporation, then any dissolution,
merger, consolidation or other reorganization of Tenant, or any sale or transfer
of a controlling interest of its capital stock, shall be deemed a voluntary
assignment of this Lease.
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7.3 If Tenant wants to assign, sublet or otherwise transfer all or part of
the Premises or this Lease, then Tenant shall give Landlord written notice
("Tenant's Request Notice") of the identity of the proposed assignee or
subtenant and its business, all terms of the proposed assignment or subletting,
and the commencement date of the proposed assignment or subletting (the
"Proposed Sublease Commencement Date") and the area proposed to be assigned or
sublet (the "Proposed Sublet Space"). Tenant shall also transmit therewith the
most recent financial statement or other evidence of financial responsibility of
such assignee or subtenant and a certification executed by Tenant and such
proposed assignee or subtenant stating whether any premium or other
consideration is being paid for the proposed assignment or sublease.
7.4 Landlord shall have the right in its sole and absolute discretion to
terminate this Lease with respect to the Proposed Sublet Space by sending Tenant
written notice within forty-five (45) days after Landlord's receipt of Tenant's
Request Notice. If the Proposed Sublet Space does not constitute the entire
Premises and Landlord elects to terminate this Lease with respect to the
Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to
Landlord on the Proposed Sublease Commencement Date as if the Proposed Sublease
Commencement Date nad been originally set forth in this Lease as the expiration
date of the Lease Term with respect to the Proposed Sublet Space, and (b) as to
all portions of the Premises other than the Proposed Sublet space, this Lease
shall remain in full force and effect except that the additional rent payable
pursuant to Article V and the Base Rent shall be reduced proportionately. Tenant
shall pay all expenses of construction required to permit the operation of the
Proposed Sublet Space separate from the balance of the Premises. If the Proposed
Sublet Space constitutes the entire Premises and Landlord elects to terminate
this Lease, the (1) Tenant shall tender the Premises to Landlord on the Proposed
Sublease Commencement Date, and (2) the Lease Term shall terminate on the
Proposed Sublease Commencement Date.
7.5 If any sublease, assignment or other transfer (whether by operation of
law or otherwise) provides that subtenant, assignee or other transferee is to
pay any amount in excess of the rent and other charges due under this Lease,
then, whether such excess be in the form of any increased rental, lump sum
payment, payment for the sale or lease of fixtures or other leasehold
improvements or any other form (and if the applicable space does not constitute
the entire Premises, the existence of such excess shall be determined on a pro
rata basis), Tenant shall pay to Landlord one half of any such excess (exclusive
of costs and expenses actually incurred by Tenant associated with effectuating
such sublease or assignment) upon such terms as shall be specified by Landlord
and in no event later than ten (10) days after Tenant's receipt thereof.
Landlord shall have the right to inspect Tenant's books and records relating to
any sublease, assignment or other transfer. Any sublease, assignment or other
transfer shall be effected on forms supplied or approved by Landlord.
ARTICLE VIII
Maintenance and Repairs
8.1 Tenant shall keep and maintain the Premises and all fixtures and
equipment located therein in clean, safe and sanitary condition, shall take good
care thereof and make all repairs thereto, shall suffer no waste or injury
thereto, and at the expiration, or earlier termination of the Lease Term, shall
surrender the Premises in the same order and condition in which they were on the
Lease Commencement Date, ordinary wear and tear and unavoidable damage by the
elements excepted. Except as otherwise provided in Article XVII or as covered by
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Landlord's insurance, all injury, breakage and damage to the Premises and to any
other part of the Building or the Land caused by any act or omission of any
invitee, agent, employee, subtenant, assignee, contractor, client, family
member, licensee, customer or guest of Tenant (collectively "Invitees") or
Tenant, shall be repaired by and at Tenant's expense, except that Landlord shall
have the right at Landlord's option to make any such repair and to charge Tenant
for all costs and expenses reasonably incurred in connection therewith after a
reasonable opportunity to cure (except in case of emergency). Landlord shall
provide and install replacement tubes for building standard fluorescent light
fixtures (subject to reimbursement pursuant to Article V); all other bulbs and
tubes for the Premises shall be provided and installed at Tenant's expense.
ARTICLE IX
Alterations
9.1 The original improvement of the Premises shall be accomplished by
Landlord in accordance with Exhibit B. Landlord is under no obligation to make
any alterations, additions, improvements or other changes (collectively
"Alterations") in or to the Premises except as set forth in Exhibit B or
otherwise expressly provided in this Lease.
9.2 Tenant shall not make or permit anyone to make any Alteration in or to
the Premises or the Building without Landlord's prior written consent, which
consent may be granted or withheld in Landlord's sole and absolute discretion
with respect to structural Alterations and non-structural Alterations which are
visible from the exterior of the Premises, and which consent shall not be
unreasonably withheld, conditioned or delayed with respect to all other
non-structural Alterations. Structural Alterations shall be deemed to include
without limitation any Alteration that will or is likely to necessitate any
changes, replacements or additions to the electrical, mechanical, plumbing,
heating, ventilating or air conditioning systems of the Premises or the
Building. Any Alteration made by Tenant shall be made: (a) in a good,
workmanlike, first-class and prompt mariner; (b) using new materials only; (c)
by a contractor and in accordance with plans and specifications approved in
writing by Landlord; (d) in accordance with legal requirements and requirements
of any insurance company insuring the Building; (e) after obtaining any required
consent of the holder of any Mortgage (as defined in Section 21.1); and (2)
after obtaining a workmen's compensation insurance policy approved in writing by
Landlord. If any lien (or a petition to establish a lien) is filed in connection
with any Alteration, then such lien (or petition) shall be discharged by Tenant
at Tenant's expense within thirty (30) days thereafter by the payment thereof or
filing of a bond acceptable to Landlord. Landlord's consent to the making of an
Alteration shall not be deemed to constitute Landlord's consent to subject its
interest in the Premises or the Building to liens which may be filed in
connection therewith.
9.3 If any Alteration is made without Landlord's prior written consent,
then Landlord shall have the right at Tenant's expense to remove and correct
such Alteration and restore the Premises and the Building to their condition
immediately prior thereto or to require Tenant to do the same. All Alterations
to the Premises or the Building made by either party shall immediately become
Landlord's property and shall remain upon and be surrendered with the Premises
at the expiration or earlier termination of the Lease Term; provided, however,
that if Tenant is not in default under this Lease, then Tenant shall have the
right to remove, prior to the expiration or earlier termination of the Lease
Term, all movable furniture, furnishings and equipment installed in the Premises
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solely at Tenant's expense. and except that Tenant shall be required to remove
all Alterations to the Premises or the Building which Landlord designates at the
time such Alteration was made in writing for removal. Movable furniture,
furnishings and equipment shall be deemed to exclude any item which would
normally be removed from the Premises with the assistance of any tool or
machinery other than a dolly. Landlord shall have the right to repair at
Tenant's expense all damage to the Premises or the building caused by such
removal or to require Tenant to do the same. If any such furniture, furnishing
or equipment is not removed by Tenant prior to the expiration or earlier
termination of the Lease Term, then the same shall become Landlord's property
and shall be surrendered with the Premises as a part thereof; provided, however,
that Landlord shall have the right to remove from the Premises at Tenant's
expense such furniture, furnishing or equipment and any Alteration which
Landlord designates in writing for removal.
ARTICLE X
Signs
10.1 Landlord will list Tenant's name in the Building directory, if any,
and provide building standard signage near one suite entry door. Tenant shall
not paint, affix or otherwise display on any part of the exterior or interior of
the Building any other sign, advertisement or notice. Notwithstanding the
foregoing, Tenant shall have the right to have corporate signage installed by
Landlord within the main suite entry of the Premises, at Tenant's sole cost and
expense and subject to Landlord's reasonable approval. If any such item that has
not been approved by Landlord is so displayed, then Landlord shall have the
right to remove such item at Tenant's expense or to require Tenant to do the
same.
ARTICLE XI
Security Deposit
11.1 Concurrently with Tenant's execution of this Lease, Tenant shall
deposit with Landlord the Security Deposit. Landlord shall not be required to
pay interest on the Security Deposit or to maintain the Security Deposit in a
separate account. Within three (3) days after written notice at Landlord's use
of the Security Deposit, Tenant shall deposit with Landlord cash in an amount
sufficient to restore the Security Deposit to its prior amount, Within
approximately ninety (90) days after the later of (a) the expiration or earlier
termination of the Lease Term, or (b) Tenant's vacating the Premises, Landlord
shall return the Security Deposit less such portion thereof as Landlord may have
used to satisfy Tenant's obligations. If Landlord transfers the Security Deposit
to a transferee of the Building or Landlord's interest therein, then upon notice
to Tenant of such. transfer such transferee (and not Landlord) shall be liable
for its return. The holder of any Mortgage shall not be liable for the return of
the Security Deposit unless such holder actually receives the Security Deposit.
ARTICLE XII
Holding Over
12.1 Tenant acknowledges that it is extremely important that Landlord have
substantial advance notice of the date on which Tenant will vacate the Premises,
because Landlord will (a) require an extensive period to locate a replacement
tenant, and (b) plan its entire leasing and renovation program f or the Building
in reliance on its lease expiration dates. Tenant also acknowledges that if
Tenant fails to surrender the Premises at the expiration or earlier termination
of the Lease Term, then it will be conclusively presumed that the value to
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Tenant of remaining in possession, and the loss that will be suffered by
Landlord as a result thereof, far exceed the Base Rent and additional rent that
would have been payable had the Lease Term continued during such holdover
period. Therefore, if Tenant does not immediately surrender the Premises upon
the expiration or earlier termination of the Lease Term, then the rent shall be
increased to equal the greater of (1) fair market rent far the premises, or (2)
150% for the first month, and 200% for each additional month of the Base Rent,
additional rent and other sums that would have been payable pursuant to the
provisions of this Lease if the Lease Ten had continued during such holdover
period. Such rent shall be computed on a monthly basis and shall be payable on
the first day of such holdover period and the first day of each calendar month
thereafter during such holdover period until the Premises have been vacated.
Landlord's acceptance of such rent shall not in any manner adversely affect
Landlord's other rights and remedies, including Landlord's right to evict Tenant
and to recover damages.
ARTICLE XIII
Insurance
13.1 Landlord shall maintain throughout the Lease Term fire and extended
coverage insurance on the Building in an amount at least equal to ninety-five
percent (95%) of the replacement cost thereof. Landlord shall also maintain
through the Lease Term broad form comprehensive general liability insurance
(written on an occurrence basis and including an endorsement for personal
injury) in an amount of not less than two million dollars ($2,000,000) combined
single limit per occurrence. All such insurance shall contain an endorsement
that such insurance shall remain in full force and effect notwithstanding that
the insured may have waived its claim against any person prior to the occurrence
of a loss, and provide that the insurer waives all right of recovery by way of
subrogation against Tenant, its partners, agents and employees. Tenant shall not
conduct any activity or place any item in or about the Building which may
increase the rate of any insurance on the Building. If any increase in the rate
of such insurance is due to any such activity or item, then (whether or not
Landlord has consented to such activity or item) Tenant shall pay the amount of
such increase. The statement of any insurance company or insurance rating
organization (or other organization exercising similar functions in connection
with the prevention of fires or the correction of hazardous conditions) that
such an increase as due to any such activity or item shall be conclusive
evidence thereof.
13.2 Tenant shall maintain throughout the Lease Term with a company
licensed to do business in the jurisdiction in which the Building is located,
(a) broad form comprehensive general liability insurance (written on an
occurrence basis and including an endorsement for personal injury), and (b)
all-risk property insurance for Tenant's property.. Such liability insurance
shall be in. minimum amounts typically carried by prudent tenants engaged in
similar operations, but in no event shall be an amount less that two million
dollars ($2,000,000) combined single limit per occurrence. Such property
insurance shall be in an amount not less than that required to replace all
Alterations and all other contents of the Premises. All such insurance shall
name Landlord and the holder of any Mortgage as additional named insureds (but
only with respect to and to the extent of the liabilities and indemnities
assumed by Tenant under this Lease), contain an endorsement that such insurance
shall remain in full force and effect notwithstanding that the insured may have
11
waived its claim against any person prior to the occurrence of a loss, provide
that the insurer waives all right of recovery by way of subrogation against
Landlord, its partners, agents and employees (but only with respect to and to
the extent of the liabilities and indemnities assumed by Tenant under this
Lease), and contain an endorsement prohibiting cancellation, failure to renew,
reduction in. amount of insurance or change of coverage (1) as to the interests
of Landlord or the holder of any Mortgage by reason of any act or omission of
Tenant, and (2) without the insurer's giving Landlord thirty (30) days' prior
written notice of such action. Landlord reserves the right from time to time to
require Tenant to obtain higher minimum amounts of insurance. Tenant shall
deliver a certificate of such insurance (and upon Landlord's reasonable request,
such other insurance information reflecting Tenant's compliance with the
provisions of this section) to Landlord on. or before the Lease Commencement
Date and at least annually thereafter.
ARTICLE XIV
Services and Utilities
14.1 Landlord will furnish to the Premises air-conditioning and heating
during the seasons they are required in Landlord's reasonable judgment. Landlord
will provide: janitorial service on Monday through Friday only (excluding legal
public holidays celebrated by the federal government); electricity; water;
elevator service; and exterior window-cleaning service. The normal hours of
operation of the Building will be 8:00 a.m. to 6:00 p.m. on Monday through
Friday (except such holidays) and 8:00 a.m. to 12:00 p.m. on Saturday (except
such holidays) and such other hours, if any, as Landlord determines. If Tenant
requires air-conditioning or heat beyond the normal hours of operation, then
Landlord will furnish the same, provided Tenant gives Landlord sufficient
advance notice of such requirement. Notice shall be provided by Tenant to
Landlord requesting such additional service not less than twenty-four (24) hours
prior to commencement of this service and Tenant shall pay Landlord Seventy-Five
Dollars ($75.00) per hour for each first hour and Thirty-Five Dollars ($35.00)
for each additional hour of such extra service. The hourly rates are subject to
change at Landlord's election to reflect Landlord's actual costs and expenses to
provide such additional service. Except as otherwise specified herein, Landlord
shall not be required to furnish services and utilities during hours other than
the normal hours of operation of the Building. Tenant shall have access to the
Premises twenty-four (24) hours a day every day of the Term. After hours access
to the Building will be controlled by means of an electronic passcard system.
14.2 Landlord may install checkmeters to electrical circuits to verify that
Tenant's electricity consumption is not excessive. If such checkmeters indicate
that such consumption is excessive, then Landlord may install at Tenant's
expense submeters to ascertain Tenant's actual electricity consumption, and
thereafter Tenant shall pay f or such consumption at the then-current price per
kilowatt hour charged Landlord by the utility.
ARTICLE XV
Liability of Landlord
15.1 Landlord, its employees and agents shall not be liable to Tenant, any
Invitee or any other person or entity for any damage (including indirect and,
consequential damage), injury, loss or claim (including claims for the
interruption of or loss to business) based on or arising out of ally cause
whatsoever (except as otherwise provided in this Section), including without
limitation the following: repair to any portion of the Premises or the Building;
interruption in the use of the Premises or any equipment therein; any accident
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or damage resulting from any use or operation (by Landlord, Tenant or any other
person or entity) of elevators or heating, cooling, electrical, sewerage or
plumbing equipment or apparatus; termination of this Lease by reason of damage
to the Premises or the Building; fire, robbery, theft, vandalism, mysterious
disappearance or any other casualty; actions of any other tenant of the Building
or of any other person or entity; failure or inability to furnish any service
specified in this Lease; and leakage in any part of the Premises or the Building
from water, rain, ice or snow that may leak into, or flow from, any part of the
Premises or the Building, or from drains, pipes or plumbing fixtures in the
Premises or the Building. If any condition exists which may be the basis of a
claim of constructive eviction, then Tenant shall give Landlord written notice
thereof and a reasonable opportunity to correct such condition, and in the
interim Tenant shall not claim that it has been constructively evicted or is
entitled to a rent abatement. Any property placed by Tenant or Invitees in or
about the Premises or the Building shall be at the sole risk of Tenant, and
Landlord shall not in any manner be responsible therefor. If any employee of
Landlord receives any package or article delivered for Tenant, then such
employee shall be acting as Tenant's agent for such purpose and not as
Landlord's agent. For the purposes of this Article, the term "Building" shall be
deemed to include the Land. Notwithstanding the foregoing provisions of this
Sections Landlord shall not be released front liability to Tenant for any
physical injury to any natural person caused by Landlord's willful or reckless
misconduct to the extent such injury is not covered by insurance (a) carried by
Tenant or such person, or (b) required by this Lease to be carried by Tenant.
15.2 Tenant shall reimburse Landlord for, and shall indemnify, defend upon
request and hold Landlord, its employees and agents harmless from and against,
all costs, damages, claims, liabilities, expenses (including attorneys' fees),
losses and court costs suffered by or claimed against Landlord, directly or
indirectly, based on or arising out of, in whole or in part, (a) use and
occupancy of the Premises or the business conducted therein, (b) any act or
omission of Tenant or any Invitee, (c) any breach of Tenant's obligations under
this Lease, including failure to surrender the Premises upon the expiration or
earlier termination of the Lease Term, or (d) any entry by Tenant or any Invitee
upon the Land prior to the Lease Commencement Date.
15.3 If any landlord hereunder transfers the Building or such landlord's
interest therein, then such landlord shall not be liable for any obligation or
liability based on or arising out of any event or condition occurring after such
transfer. Within five (5) days after request, Tenant shall attorn to such
transferee and execute, acknowledge and deliver any document submitted to Tenant
confirming such attornment.
15.4 Tenant shall not have the right to offset or deduct the amount
allegedly owed to Tenant pursuant to any claim against Landlord from any rent or
other sum payable to Landlord. Tenant's sole remedy for recovering upon such
claim shall be to institute an independent action against Landlord.
15.5 If Tenant or any invitee is awarded a money judgment against Landlord,
then recourse for satisfaction of such judgment shall be limited to execution
against Landlord's estate and interest in the Building. No other asset of
Landlord shall be available to satisfy or subject to such judgment.
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ARTICLE XVI
Rules
16.1 Tenant and Invitees shall observe the rules specified in Exhibit D.
Tenant and Invitees shall also observe any other rule that Landlord may
promulgate for the operation or maintenance of the Building, provided that
notice thereof is given and such rule is not inconsistent with the provisions of
this Lease. Landlord shall have no duty to enforce such rules or any provision
of any other lease against any other tenant.
ARTICLE XVII
Damage or Destruction
17.1 If the Premises or the Building are totally or partially damaged or
destroyed thereby rendering the Premises totally or partially inaccessible or
unusable, then Landlord shall diligently repair and restore the Premises and the
Building to substantially the same condition they were in prior to such damage
or destruction; provided, however, that if in Landlord's judgment such repair
and restoration cannot be completed within ninety (90) days after occurrence of
such damage or destruction (taking into account the time needed for effecting a
satisfactory settlement with any insurance company involved, removal of debris,
preparation of plans and issuance of all required governmental permits), then
Landlord shall have the right, at its sole option, to terminate this Lease as of
the sixtieth (60th) day after such damage or destruction by giving written
notice of termination within forty-five (45) days after the occurrence of such
damage or destruction. If the Lease is terminated pursuant to this Article, then
rent shall be apportioned (based on the portion of the Premises which is usable
and accessible after such damage or destruction) and paid to the date of
termination. If this Lease is not terminated as a result of such damage or
destruction, then until such repair and restoration of the Premises are
substantially complete, Tenant shall be required to pay the Base Rent and
additional rent only for the portion of the Premises that is usable while such
repair and restoration are being made. If this Lease is not terminated as a
result of such damage or destruction, then Landlord shall bear the expenses of
such repair and restoration of the Premises and the Building; provided, however,
that if such damage or destruction was caused by the act or omission of Tenant
or any Invitee, then Tenant shall pay the amount by which such expenses exceed
the insurance proceeds, if arty, actually received by Landlord on account of
such damage or destruction; and provided further, however, that Landlord shall
not be required to repair or restore any Alteration previously made by Tenant or
any of Tenant's trade fixtures, furnishings, equipment or personal property.
Notwithstanding anything herein to the contrary, Landlord shall have the right
to terminate this Lease if (a) Landlord's insurance as insufficient to pay the
full cost of such repair and restoration, (b) the holder of any Mortgage fails
or refuses to make such insurance proceeds available f or such repair and
restoration, (c) zoning or other applicable laws or regulations do not permit
such repair and restoration, or (d) the damage to the Building exceeds
twenty-five percent (25%) of the replacement value of the Building.
ARTICLE XVIII
Condemnation
18.1 If one-third or more of the Premises or occupancy thereof shall be
taken or condemned by any governmental or quasi-governmental authority for any
public or quasi-public use or purpose or sold under threat of such a taking or
condemnation (collectively, "condemned") then this Lease shall terminate on the
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date title vests such authority and rent shall be apportioned as of such date.
If less than one-third of the Premises or occupancy thereof is condemned, then
this Lease shall continue in full force and effect as to the part of the
Premises not condemned, except that as at the date title vests in such authority
Tenant shall not be required to pay the Base Rent and additional rent with
respect to the part of the Premises condemned. Notwithstanding anything herein
to the contrary, if twenty-five percent (25%) or more of the Land or the
Building is condemned, then Landlord shall have the right to terminate this
Lease as of the date title vests in such authority.
18.2 All awards, damages and other compensation paid by such authority on
account of such condemnation shall belong to Landlord, and Tenant assigns to
Landlord all rights to such awards, damages and compensation, Tenant shall not
make any claim against Landlord or the authority for any portion of such award,
damages or compensation attributable to damage to the Premises, value of the
unexpired portion of the Lease Term, loss of profits or goodwill, leasehold
improvements or severance damages. Nothing contained herein, however, shall
prevent Tenant from pursuing a separate claim against the authority for the
value of furnishings and trade fixtures installed in the Premises at Tenant's
expense and for relocation expenses, provided that such claim shall in no way
diminish the award, damages or compensation payable to Landlord in connection
with such condemnation
ARTICLE XIX
Default
19.1 An Event of Default is: (a) Tenant's failure to make when due any
payment of the Base Rent, additional rent or other sum, which failure continues
for five (5) days; (b) Tenant's failure to perform or observe any other covenant
or condition, which failure continues for ten (10) days; (c) Tenant's failure to
occupy continuously the Premises for more than 90 days; (d) an Event of
Bankruptcy as specified in Article XX; or (e) Tenant's dissolution or
liquidation.
19.2 If there shall be an Event of Default, including an Event of Default
prior to the Lease Commencement Date, then the provisions of this Section shall
apply. Landlord shall have the right, at its sole option, to terminate this
Lease. In addition, with or without terminating this Lease, Landlord may
re-enter, terminate Tenant's right of possession and take possession of the
Premises. The provisions of this Article shall operate as a notice to quit, any
other notice to quit or of Landlord's intention to re-enter the Premises being
expressly waived. If necessary, Landlord may proceed to recover possession of
the Premises under applicable laws, or by such other proceedings, including
re-entry and possession, as may be applicable. If Landlord elects to terminate
this Lease and/or elects to terminate Tenant's right of possession, then
everything in this Lease to be done by Landlord shall cease, without prejudice,
however, to Tenant's liability for all rent and other suns accrued through the
later of termination or Landlord's recovery of possession. Landlord may relet
the Premises or any part thereof, alone or together with other premises, for
such term(s) (which may extend beyond the date on which the Lease Term would
have expired but for Tenant's default) and on such terms and conditions (which
may include concessions or free rent and alterations of the Premises) as
Landlord, in its sole discretion, may determine, but Landlord shall not be
liable for, nor shall Tenant's obligations be diminished by reason of, Landlords
15
failure to relet the Premises or collect any rent due upon such reletting.
whether or not this Lease is terminated, Tenant nevertheless shall remain liable
for the Base Rent, additional rent or damages which may be due or sustained
prior to such default, all. costs, fees and expenses (including without
limitation reasonable attorneys' fees, brokerage fees and expenses incurred in
placing the Premises in first-class rentable condition) incurred by Landlord in
pursuit of its remedies and in renting the Premises to others from time to time.
Tenant shall also be liable for additional damages which at Landlord's election
shall be either: (a) an amount equal to the Ease Rent and additional rent which
would have become due during the remainder of the Lease Term, less the amount of
rental, if any, which Landlord receives during such period from others to whom
the Premises may be rented (other than any additional rent payable as a result
of any failure of such other person to perform any of its obligations), in which
case such damages shall be computed and payable in monthly installments, in
advance, on the first day of each calendar month following Tenant's default and
continuing until the data on which the Lease Term would have expired but f or
Tenant's default. Separate suits may be brought to collect any such damages for
any month(s), and such suits shall not in any manner prejudice Landlord's right
to collect any such damages for any subsequent month(s), or Landlord may defer
any such suit until after the expiration of the Lease Term, in which event such
suit shall be deemed not to have accrued until the expiration of the Lease Term;
or (b) an amount equal to the present value (as of the date of Tenants default)
of the Base Rent and additional rent which would have become due through the
date on which the Lease Term would have expired but for Tenant's default, which
damages shall be payable to Landlord in a lump sum on demand. For purposes of
this Section, present value shall be computed by discounting at a rate equal to
one (1} whole percentage point above the discount rate then in effect at the
Federal Reserve Bank nearest to the Building. Tenant waives any right of
redemption, re-entry or restoration of the operation of this Lease under any
present or future law, including any such right which Tenant would otherwise
have if Tenant shall be dispossessed for any cause. Whether or not this Lease
and/or Tenant's right of possession is terminated, Landlord shall have the right
to terminate any renewal or expansion right contained in this Lease and to grant
or withhold any consent or approval pursuant to this Lease in its sole and
absolute discretion.
19.3 Landlord's rights and remedies set forth in this Lease are cumulative
and in addition to Landlord's other rights and remedies at law or in equity,
including those available as a result of any anticipatory breach of this Lease.
Landlord's exercise of any such right or remedy shall not prevent the concurrent
or subsequent exercise of any other right or remedy. Landlord's delay or failure
to exercise or enforce any of Landlord's rights or remedies or Tenant's
obligations shall not constitute a waiver of any such rights, remedies or
obligations. Landlord shall not be deemed to have waived any default unless such
waiver expressly is set forth in an instrument signed by Landlord. Arty such
waiver shall not be construed as a waiver of any covenant or condition except as
to the specific circumstances described in such waiver. Neither Tenant's payment
of an amount less titan a sum due nor Tenant's endorsement or statement on any
check or letter accompanying such payment shall be deemed an accord and
satisfaction. Notwithstanding any request or designation by Tenant, Landlord may
apply any payment received from tenant to any payment then due. Landlord may
accept the same without prejudice to Landlord's right to recover the balance of
such sum or to pursue other remedies. Re-entry and acceptance of keys shall not
be considered an acceptance of a surrender of this Lease.
19.4 If more than one natural person and/or entity shall constitute Tenant,
then the liability of each such person or entity shall be joint and several. If
16
Tenant is a general partnership or other entity the partners or members of which
are subject to personal liability, then the liability of each such partner or
member shall be joint and several.
19.5 If Tenant fails to make any payment to any third party or to do any
act herein required to be made or done by Tenant, then, after any applicable
cure period, Landlord may, but shall not be required to: make such payment or do
such act. Landlord's taking such action shall not be considered a cure of such
failure by Tenant or prevent Landlord from pursuing any remedy it is otherwise
entitled to in connection with such failure. If Landlord elects to make such
payment or do such act, then all expenses incurred, plus interest thereon at the
Default Rate (as hereinafter defined) from the date incurred to the date of
payment thereof by Tenant, shall constitute additional rent. The Default Rate
shall equal the rate per annum which is the greater of eighteen percent (18%) or
five (5) whole percentage points above the prime rate published from time to
time in the Money Rates section of the Wall Street Journal.
19.6 If Tenant tails to make any payment of the Base Rent, additional rent
or any other sum payable to Landlord on or before the date such payment is due
and payable (without regard to any grace period specified iii Section 19.1),
then Tenant shall pay a late charge of five percent (5%) of the amount of such
payment. In addition, such payment and such late fee shall bear interest at the
Default Rate from the date such payment was due to the date of payment thereof.
ARTICLE XX
Bankruptcy
20.1 An Event of Bankruptcy is: (a) Tenant's, a Guarantor's or any general
partner (a "General Partner") of Tenant's becoming insolvent, as that term is
defined in Title 11 of the United States code (the "Bankruptcy Code"), or under
the insolvency laws of any state (the "Insolvency Laws'); (b) appointment of a
receiver or custodian for any property of Tenant, a Guarantor or a General
Partner, or the institution of a foreclosure or attachment action upon any
property of Tenant, a Guarantor or a General Partner; (c) tiling of a voluntary
petition by Tenant, a Guarantor or a General Partner under the provisions of the
Bankruptcy Code or Insolvency Laws; (d) filing of any involuntary petition
against Tenant, a Guarantor or a General Partner as the subject debtor under the
Bankruptcy Code or Insolvency Laws, which either (1) is not dismissed within
thirty (30) days after filing, or (2) results in the issuance of an order for
relief against the debtor; or (e) Tenant's, a Guarantor's or a General Partner's
making or consenting to an assignment for the benefit of creditors or a
composition of creditors.
20.2 Upon occurrence of an Event of Bankruptcy, Landlord shall have all
rights and remedies available pursuant to Article XIX; provided, however, that
while a case (the "Case") in which Tenant is the subject debtor under the
Bankruptcy Code is pending, Landlord's right to terminate this Lease shall be
subject, to the extent required by the Bankruptcy Code, to any rights of Tenant
or its trustee in bankruptcy (collectively, "Trustee") to assume or assign this
Lease pursuant to the bankruptcy Code, Trustee shall not have the right to
assume or assign this Lease unless Trustee promptly (a) cures all defaults under
this Lease, (b) compensates Landlord for damages actually and reasonably
incurred as a result of such defaults, (c) provides adequate assurance of future
performance on the part of Tenant as debtor in possession or Tenant's assignee,
and (d) complies with all other requirement of the Bankruptcy Code. If Trustee
fails to assume or assign this Lease in accordance with the requirements of the
17
Bankruptcy Code within sixty (60) days after the initiation of the Case, then
Trustee shall be deemed to have rejected this Lease. Adequate assurance of
future performance shall require that the following minimum criteria be met: (1)
Tenant's gross receipts in the ordinary course of business during the thirty
(30) days preceding the Case must be greater than ten (10) times the next
monthly installment of the Base Rent and additional rent; (2) Both the average
and the median of Tenant's monthly gross receipts in the ordinary course of
business during the seven (7) months preceding the Case must be greater than ten
(10) times the next monthly installment of the Base Rent and additional rent;
(3) Trustee must pay its estimated pro rata share of the cost of all services
performed or provided by Landlord (whether directly or through agents or
contractors and whether or not previously included as part of the Base Rent) in
advance of the performance or provision of such services; (4) Trustee must agree
that Tenant's business shall be conducted in a first-class manner, and that no
liquidating sale, auction or other non-first-class business operation shall be
conducted in the Premises; (5) Trustee must agree that the use of the Premises
as stated in this Lease shall remain unchanged and that no prohibited use shall
be permitted; (6) Trustee must agree that the assumption or assignment of this
Lease shall not violate or affect the rights of other tenants in the Building
and the Complex; (7) Trustee must pay at the time the next monthly installment
of the Base Rent is due, in addition to such installment, an amount equal to the
monthly installments of the Base Rent and additional rent due for the next six
(6) months thereafter, such amount to be held as a security deposit; (8) Trustee
must agree to pay, at any time Landlord draws on such security deposit, the
amount necessary to restore such security deposit to its original amount; and
(9) All assurances of future performance specified in the Bankruptcy Code must
be provided.
ARTICLE XXI
Subordination
21.1 This Lease is subject and subordinate to the lien, provisions,
operation and effect of all mortgages, deeds of trust, ground leases or other
security instruments which may now or hereafter encumber the Building or the
Land (collectively, "Mortgages"), to all funds and indebtedness intended to be
secured thereby, and to all renewals, extensions, modifications, recastings or
refinancings thereof. The holder of any Mortgage to which this Lease is
subordinate shall have the right (subject to any required approval of the
holders of any superior Mortgage) at any time to declare this Lease to be
superior to the lien, provisions, operation and effect of such Mortgage and
Tenant shall execute, acknowledge and deliver all confirming documents required
by such holder.
21.2 In continuation of the foregoing subordination, Tenant shall within
ten (10) business days from Landlord's request, execute any requisite or
appropriate document. Tenant appoints Landlord as Tenant's attorney-in-fact to
execute any such document for Tenant. Tenant waives the provisions of any
statute or rule of law now or hereafter in effect which may give or purport to
give Tenant any right to terminate or otherwise adversely affect this Lease or
Tenant's obligations in the event any such foreclosure proceeding is prosecuted
or completed or in the event the Land, the Building or Landlord's interest
therein is sold at a foreclosure sale or by deed in lieu of foreclosure. If this
Lease is not extinguished upon such sale or by the purchaser following such
sale, then, at the request of such purchaser, Tenant shall attorn to such
purchaser and shall recognize such purchaser as the landlord under this Lease.
Upon such attornment such purchaser shall not be (a) bound by any payment of the
Base Rent or additional rent more than one (1) month in advance. (b) bound by
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any amendment of this Lease made without the consent of the holder of each
Mortgage existing as of the date of such amendment, (c) liable for damages for
any breach, act or omission of any prior landlord, or (d) subject to any offsets
or defenses which Tenant might have against any prior landlord. Within five (5)
business days after receipt, Tenant shall execute, acknowledge and deliver any
requisite or appropriate document submitted to Tenant confirming such
attornment.
21.3 If any lender providing financing secured by the Building requires as
a condition of such financing that modifications to this Lease be obtained, and
provided that such modifications (a) are reasonable, (b) do not adversely affect
in a material manner Tenant's use of the Premises as herein permitted, and (c)
do not increase the rent and other sums to be paid by Tenant, then Landlord may
submit to Tenant an amendment to this Lease incorporating such modifications.
Tenant shall execute, acknowledge and deliver such amendment to Landlord within
five (5) business days after receipt.
ARTICLE XXII
Covenants of Landlord
22.1 Landlord covenants that it has the right to enter into tins Lease and
that if Tenant shall perform timely all of its obligations, then, subject to the
provisions of this Lease, Tenant shall during the Lease Term peaceably and
quietly occupy and enjoy possession of the Premises without hindrance by
Landlord or anyone claiming through Landlord.
22.2 Landlord reserves the right to: (a) change the Street address and name
of the Building or Complex; (b) change the arrangement and location of
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
or other public parts of the Building; (c) erect, use and maintain pipes and
conduits in and through the Premises; (d) grant to anyone the exclusive right to
conduct any particular business in the Building or the Complex not inconsistent
with the permitted use of the Premises; (e) use or lease exclusively the roof
areas, the sidewalks and ocher exterior areas; (f) resubdivide the Land or to
combine the Land with other lands; (g) construct improvements (including kiosks)
on the Land and in the public and common areas of the Building; (h) relocate any
parking area designated for Tenant's use; and (i) install and display signs,
advertisements and notices on any part of the exterior or interior of the
Building. Exercise of any such right shall not be considered a constructive
eviction or a disturbance of Tenant's business or occupancy.
ARTICLE XXIII
General Provisions
23.1 Tenant acknowledges that neither Landlord nor any broker, agent or
employee of Landlord has made any representation or promise with respect to the
Premises or the Building except as expressly set forth herein, and no right is
being acquired by Tenant except as expressly set forth herein. This Lease
contains the entire agreement of the parties and supersedes all prior
agreements, negotiations, letters of intent, proposals, representations,
warranties and discussions between the parties. This Lease may be changed in any
manner only by a written instrument signed by both parties.
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23.2 Nothing contained in this Lease shall be construed as creating any
relationship between Landlord and Tenant other than that of landlord and tenant.
23.3 Landlord and Tenant each warrants that in connection with this Lease
it has not employed or dealt with any broker, agent or finder other than the
Broker(s). Tenant shall indemnify and hold Landlord harmless from and against
any claim for brokerage or other commissions asserted by any other broker, agent
or finder employed by Tenant or with whom Tenant has dealt.
23.4 From time to time upon five (5) business days prior written notice,
Tenant and each subtenant, assignee or occupant of Tenant shall execute,
acknowledge and deliver to Landlord and any designee of Landlord a written
statement certifying: (a) that this Lease is in unmodified and in full force and
effect (or that this Lease is in full force and effect as modified and stating
the modifications); (b) the dates to which rent and any other charges have been
paid; (c) that Landlord is not in default in the performance of any obligation
(or specifying the nature of any default); (d) the address to which notices are
to be sent; (e} that this lease is subject and subordinate to all Mortgages; (f)
that Tenant has accepted the Premises and all work thereto has been completed
(or specifying the incomplete work); and (g) such other matters as Landlord may
request. Any such statement may be relied upon by any owner of the Building or
the Land, and any prospective purchaser of the Building or the Land, any holder
or prospective holder of a Mortgage or any other person or entity. Tenant
acknowledges that time is of the essence to the delivery of such statements and
Tenant's failure to deliver timely such statements may cause substantial damages
resulting from, for example, delays in obtaining financing secured by the
Building.
23.5 Landlord, Tenant, Guarantors and General Partners waive trial by jury
in any action, claim or counterclaim brought in connection with any matter
arising out of or in any way connected with this Lease, the landlord-tenant
relationship, Tenant's use or occupancy of the Premises or any claim of injury
or damage. Landlord, Tenant, all Guarantors and all General Partners waive any
objection to the venue of any action filed in any court situated in the
jurisdiction in which the Building is located and waive any right under the
doctrine of forum non conveniens or otherwise to transfer any such action filed
in any such court to any other court.
23.6 All notices or ocher required communications shall be in writing and
shall be deemed duly given when delivered in person (with receipt therefor), or
when sent by certified or registered mail, return receipt requested, postage
prepaid, to the following addresses: (a) if to Landlord, at c/c Centennial,
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000-0000 with a copy to
Xxxxx & Xxxxxx, 0000 Xxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxxxxx 00000-0000,
Attention: Xxxxxx X. Xxxxxx, Esquire; or (b) if to Tenant, at the Tenant Address
for Notices, with copies to 5223. Xxxxx XxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx,
Xxxxx 00000-0000 and to Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxx 00000, Attention: Xxxxx Xxxx. Either party may change its address for the
giving of notices given in accordance with this Section. If Landlord or the
holder of any Mortgage notifies Tenant that a copy of each notice to Landlord
shall be sent to such holder at a specified address, then Tenant shall send (in
the manner specified in this Section and at the same time such notice is sent to
Landlord) a copy of each such notice to such holder, and no such notice shall be
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considered duly sent unless such copy is so sent to such holder. If Tenant
claims that Landlord has breached any obligation, then Tenant shall send such
holder notice specifying the breach and permit such holder a reasonable
opportunity to cure the breach.
23.7 Each provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law, If any provision or its application to any
person or circumstance shall to any extent be invalid or unenforceable, then
such provision shall ?e deemed to be replaced by the valid and enforceable
provision most substantively similar thereto, and the remainder of tins Lease
and the application of such provision to other persons or circumstances shall
not be affected.
23.8 Feminine, masculine or neuter pronouns shall be substituted for those
of another form, and the plural or singular shall be substituted for the other
number, in any place in which the context may require.
23.9 The provisions of this Lease shall be binding upon and inure to the
benefit of the parties and their respective representatives, successors and
assigns, subject to the provisions herein restricting assignment or subletting.
23.10 Upon reasonable verbal notice, except in cases of emergency, Tenant
shall permit Landlord and its designees to enter the Premises, without charge
therefor and without diminution of the rent payable by Tenant, to inspect and
exhibit the Premises and make such alterations and repairs as Landlord may deem
reasonably necessary.
23.11 This Lease shall be governed by the laws of the jurisdiction in which
the Building is located.
23.12 Headings are used for convenience and shall not be considered when
construing this Lease.
23.13 The submission of an unsigned copy of this document to Tenant shall
not constitute an offer or option to lease. This Lease shall become effective
and binding only upon execution and delivery by both Landlord and Tenant.
23.14 Time is of the essence with respect to each obligation of Tenant and
Landlord.
23.15 This Lease may be executed in multiple counterparts, each of which is
deemed an original and all of which constitute one and the same document.
23.16 Neither this Lease nor a memorandum thereof shall be recorded. This
Lease is a deed of lease if the Term exceeds five years.
23.17 Landlord reserves the right to make reasonable changes to the plans
and specifications for the Building without Tenant's consent, provided such
changes do not alter the character of the Building as a first-class office
building.
23.18 The rentable area of the Building and the Premises has been
determined by Landlord's architect in accordance with a modified version of the
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Building Owners and Managers Association international's Standard Method for
Measuring Floor Area in Office Buildings dated July 31, 1980.
23.19 Except as otherwise provided in this Lease, any additional rent or
other sum owed by Tenant to Landlord, and any cost, expense, damage or liability
incurred by Landlord for which Tenant is liable, shall be considered additional
rent payable pursuant to this Lease and paid by Tenant no later than ten (10)
business days after the date Landlord notifies Tenant in writing of the amount
thereof.
23.20 Tenant's liabilities existing as of the expiration or earlier
termination of the Lease Term shall survive such expiration or earlier
termination.
23.21 If Landlord is in any way delayed or prevented from performing any
obligation due to fire, act of God, governmental act or failure to act, labor
dispute, inability to procure materials or any cause beyond Landlord's
reasonable control (whether similar or dissimilar to the foregoing events), then
the time for performance of such obligation shall be excused for the period of
such delay or prevention and extended for a period equal to the period of such
delay or prevention.
23.22 The deletion of any printed, typed or other portion of this Lease
shall not evidence an intention to contradict such deleted portion. Such deleted
portion shall be deemed not to have been inserted in this Lease.
23.23 Each person executing this Lease on each party's behalf warrants that
such person is duly authorized to so act.
23.24 At Landlord's request from time to time, Tenant shall submit annual
financial statements and such additional information regarding Tenant's
financial condition as Landlord may reasonably request. Tenant warrants that all
such statements and information heretofore or hereafter submitted to Landlord
are and shall be correct and complete.
ARTICLE XXIV
Right of First Offer
24.1 Tenant shall have a first right to negotiate a lease for any and all
space contiguous to the Premises on the fourth (4th) floor of the Building
becoming available for leasing (the "Offer Space") during the period commencing
on the date of the full execution of this Lease and ending the last day of the
fifth Lease Year, subject to the following terms and conditions:
(a) Landlord shall give Tenant written notice promptly after Landlord
becomes aware that Offer Space will become available for leasing. The
notice will include the location, approximate square footage of rentable
space, projected date of availability, and the base rent, concessions and
other terms and conditions upon which such space will be offered to the
general public. Tenant shall notify Landlord within fifteen (15) business
days after receipt of said written notice of Tenant's binding agreement to
lease the Offer Space and under the terms and conditions in the notice.
Landlord and Tenant shall promptly execute a lease amendment incorporating
such space under such terms and conditions into the Lease.
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(b) Landlord may lease such space to another tenant if Tenant does not
agree within the fifteen (15) business day period to lease upon the terms
and conditions set forth on the Landlord's notice.
(c) This right shall not apply to space not currently occupied.
(d) Tenant shall have no rights under this Section with respect to any
Offer Space until the lease of the current tenant of the Offer Space
expires or is earlier terminated, including the expiration of a currently
existing right to renew by such tenant.
(e) Tenant's right of first offer shall be subject to all existing
expansion and renewal rights of present tenants of the Building and, in
particular, Tenant's rights under this Article XXIV are expressly
subordinate to any and all renewal or expansion rights of Sprint and the
current tenant of the Offer Space regardless of whether such renewal or
expansions rights are currently existing.
(f) If an Event of Default has occurred and is continuing on the date
written notice is given to Tenant by Landlord of its binding agreement to
lease the Offer Space or at any time thereafter prior to the date the Offer
Space is occupied by Tenant, then, at Landlord's option, Tenant's right to
lease such Offer Space shall lapse and be of no further force or effect.
(g) Tenant's right of first offer shall expire if Tenant assigns or
sublets more than fifty percent (50%) of the Premises (excluding
assignments or sublets to Affiliates of Tenant)
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal
as of the date first above written.
WITNESS/ATTEST: LANDLORD:
REC PARTNERS, L.P.
By: Xxxxxxxxxxxxx Properties, Inc. IV
General Partner
/s/ Witness
_______________________ (SEAL)
By: /s/ Authorized Officer
--------------------------------
Title:
WITNESS/ATTEST: TENANT:
XXXXXX GROUP, INC.
/s/ Witness
_______________________ (SEAL) By: /s/ Xxxxxxx X Xxxxxxxxx
--------------------------------
Title: Vice President
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EXHIBIT B
WORK AGREEMENT
THIS EXHIBIT B is attached to an made a part of a certain Lease Agreement
dated as of the 15th day of February, 2000, by and between REC Partners, L.P.
("Landlord") and Xxxxxx Group, Inc. ("Tenant"). The terms used in this exhibit
that are defined in the Lease shall have the same meaning as provided in the
Lease.
1. Improvement Allowance:
(a) The improvement of the Premises pursuant to this Lease shall be
accomplished by the Landlord in accordance with the plans referenced as Project
Number _______________, prepared by ____________ and attached hereto (the
"Plans").
(b) The improvement of the Premises shall be at Tenant's expense to the
extent such costs exceed an amount (the "Improvement Allowance") equal to
$171,384.75 (which amount is based on fourteen and 25/100 dollars ($14.25) per
square foot of rentable area, of the Premises), inclusive of all construction
costs, design fees, drawings, construction management fees (equal to six percent
(6%) of the Actual Improvement Cost as defined below) and permitting costs.
(c) In the event the improvement of the Premises, inclusive of constriction
costs, design fees, drawings, construction management fees and permitting costs
(the "Actual Improvement Cost"), exceeds the Improvement Allowance, Tenant shall
pay any such excess to Landlord within ten (10) business days of presentation of
an invoice to Tenant.
2. Changes. Tenant shall be responsible for the costs and expenses for all
changes in the Plans requested by Tenant. Such changes in the Plans shall
require consent of Landlord in its reasonable discretion.
3. Substantial Completion.
(a) Except as provided in Paragraph 3(b) hereof, the Premises shall be
deemed to be substantially complete when the improvements to be installed by
Landlord pursuant to this Exhibit have been completed, as certified by
Landlord's architect, except for items of work and adjustment of equipment and
fixtures that can be completed after the Premises are occupied without causing
substantial interference with Tenant's use of the Premises (i.e., the "punch
list" items)
(b) If Landlord shall be delayed in completing the Premises as a result of
(1) Tenant's failure to comply with any conditions specified in this Exhibit,
(2) Tenant's request for modifications to plans or working drawings subsequent
to the date such plans or working drawings are approved by Landlord, (3)
Tenant's failure to pay when due any amount required pursuant to this Exhibit,
(4) Tenant's request for materials, finishes or installations which are long
lead items, or (5) the performance of or failure to timely perform any work by
any person or firm employed or retained by Tenant which interferes with the
substantial completion of Landlord's construction, then the Premises shall be
deemed to have been substantially complete on the date that Landlord's architect
or asset manager determines, in its reasonable judgment, that the improvements
to be installed by Landlord pursuant to this Exhibit would have been
substantially complete if such delay or delays had not occurred.
(c) Landlord shall have reasonable access to the Premises for
improvement of the Premises at all times subsequent to execution of this Lease
until completion of punch list items.
Landlord: DR
--------------------
(initial)
Tenant: LG
----------------------
(initial)
EXHIBIT C
FORM OF CERTIFICATE AFFIRMING THE LEASE COMMENCEMENT DATE
This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of _____________, 2000 (the "Lease"), by and between EEC Partners, L.P.
("Landlord") and Xxxxxx Group, Inc. ("Tenant"). The Certificate to be executed
by Landlord and Tenant pursuant to Section 3.2 of the Lease shall provide as
follows:
"This Certificate is being provided pursuant to the terms and
provisions of that certain Lease Agreement dated as of ___________________
____ (the "Lease"), by and between the undersigned. The parties confirm the
following:
1. The Lease Commencement Date is ____________.
2. The initial Term of the lease shall expire on __________________.
Attached to this Certificate are certificates and evidence of payment of
premiums for all insurance required pursuant to Section 13.2 of the Lease."
EXHIBIT C
FORM OF CERTIFICATE
AFFIRMING THE LEASE COMMENCEMENT DATE
This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of February 15, 2000 (the "Lease"), by and between REC Partners, L.P.
(A "Landlord") and Xxxxxx Group, Inc. ("Tenant"). The Certificate to be executed
by Landlord and Tenant pursuant to Section 3.2 of the Lease shall provide as
follows:
"This Certificate is being provided pursuant to the terms and provisions of
that certain Lease Agreement dated as of the February 15, 2000 (the "Lease"), by
and between the undersigned. The parties confirm the following:
1. The Lease Commencement Date is October 30, 2000.
2.The initial Term of the Lease shall expire on October 30, 2007.
Attached to this Certificate are certificates and evidence of payment of
premiums for all insurance required pursuant to Section 13.2 of the Lease."
LANDLORD:
REC PARTNERS L.P.
By:
--------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
TENANT:
XXXXXX GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Eastern Region
EXHIBIT D
RULES
This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of ___________, 2000 (the "Lease"), by and between REC Partners, L.P.
("Landlord") and Xxxxxx Group, Inc. ("Tenant").
1. Tenant shall not obstruct or encumber or use for any purpose other than
ingress and egress to and from the Premises any sidewalk, entrance, passage,
court, elevator, vestibule, stairway, corridor, hail or other part of the
Building not exclusively occupied by Tenant. Landlord shall have the right to
control and operate the public portions of the Building and the facilities
furnished for common use of the tenants, in such manner as Landlord deems best
for the benefit of the tenants generally. Tenant shall not permit the visit to
the Premises of persons in such numbers or under such conditions as to interfere
with the use and enjoyment of the entrances, corridors, elevators and other
public portions or facilities of the Building by other tenants. Tenant shall
coordinate in advance with Landlord's property management department all
deliveries to the Building so that arrangements can be made to minimize such
interference. Tenant and its employees shall not use any of the parking spaces
designated for use by visitors only or the roof of the Building.
2. Tenant shall not place any showcase, mat or other article in any common
or public area of the Building.
3. Tenant shall not use the water and wash closets and other plumbing
fixtures for any purpose other than those for which they were constructed, and
Tenant shall not place any debris, rubbish, rag or other substance therein.
4. Tenant shall not construct, maintain, use or operate within their
respective premises any electrical device, wiring or apparatus in connection
with a loudspeaker system or other sound system without. Landlord's prior
written consent. Tenant shall not construct, maintain, use or operate any such
loudspeaker or sound system available outside of the Premises.
5. Tenant shall not bring any bicycle, vehicle, animal, bird or pet of any
kind into the Building. Tenant shall not do or permit any cooking on the
Premises, except for microwave cooking and use of coffee machines by Tenant's
employees for their own consumption. Tenant shall not install any microwave oven
or coffee machine in the Premises without Landlord's prior written approval of
such equipment and its location within the Premises. Tenant shall not cause or
permit any unusual or objectionable odor to be produced upon or permeate from
the Premises.
6. Tenant shall not use any space in the Building for the sale of goods to
the public at large or for the sale at auction of goods or property of any kind.
7. Tenant shall not place on any floor a load exceeding the floor load per
square foot which such floor was designed to carry. Landlord shall have the
right to prescribe the weight, position and manner of installation of safes and
other heavy items. Landlord shall have the right to repair at Tenant's expense
any damage caused by Tenant's moving property into or out of the Premises or due
to the same being in or upon the Premises or to require Tenant to do the same.
Tenant shall not receive into the Building or carry in the elevators any
furniture, equipment or bulky item except as approved by Landlord, and any such
furniture, equipment and bulky item shall be delivered only through the
designated delivery entrance of the Building and the designated freight
elevator. Tenant shall remove promptly front sidewalks adjacent to the Building
items delivered for Tenant.
8. Tenant shall not place additional locks or bolts of any kind on any door
or window or make any change in any lock or locking mechanism without Landlord's
prior written approval. Tenant shall keep doors leading to a corridor or main
hail closed during business hours except as such doors may be used for ingress
or egress. Upon the termination of its tenancy, Tenant shall deliver to Landlord
all keys furnished to or procured by Tenant, and if any key so furnished is not
delivered, then Tenant shall pay the replacement cost thereof. Tenant's key
system shall be separate from that for the rest of the Building.
9. Tenant shall not install or operate in the Premises any equipment that
operates on greater than 110 volt power without obtaining Landlord's prior
written consent. Landlord may condition such consent upon Tenant's payment of
additional rent in compensation for the excess consumption of electricity or
other utilities and for the cost of any additional wiring or apparatus that may
be occasioned by the operation of such equipment. Tenant shall not install any
equipment of any type or nature that will or may necessitate any changes,
replacements or additions to, or changes in the use of, the water system,
heating system, plumbing system, air-conditioning system or electrical system of
the Premises or the Building, without obtaining Landlord's prior written
consent, which consent may be granted or withheld in Landlord's sole and
absolute discretion. If any equipment of Tenant causes noise or vibration that
may be transmitted to such a degree as to be objectionable to Landlord or any
tenant in the Building, then Landlord shall have the right to install at
Tenant's expense vibration eliminators or other devices sufficient to reduce
such noise and vibration to a level satisfactory to Landlord or to require
Tenant to do the same.
10. Landlord may exclude from the Building any person who does not properly
identify himself to the Building management or guard on duty. Landlord may
require any person admitted to or leaving the Building to register.
11. Tenant shall not use the Premises for lodging.
12. Before closing and leaving the Premises, Tenant shall turn off all
lights.
13. Tenant shall not request Landlord's employees to do anything outside of
such employees' regular duties without Landlord's prior written consent.
Tenant's special requirements will be attended to only upon application to
Landlord, and any such special requirements shall be billed to Tenant in
accordance with the schedule of charges maintained by Landlord from time to time
or as is agreed upon in writing in advance by Landlord and Tenant, Tenant shall
not employ any employee of Landlord f or any purpose whatsoever without
Landlord's prior written consent.
14. Canvassing, soliciting and peddling in the Building are prohibited.
Tenant shall cooperate to prevent the same.
15. Only hand trucks equipped with rubber tires and side guards may be used
in the Building. Tenant shall be responsible for loss or damage resulting from
any delivery made by or for Tenant.
16. Tenant shall comply with standards prescribed by Landlord for curtains,
drapes, blinds, shades, screens, lights and ceilings, including standards
designed to give the Building a uniform, attractive appearance should Tenant
request to change Landlord supplied blinds.
17. Landlord may, upon request of Tenant, waive Tenant's compliance with
any of the rules, provided that no waiver (a) shall be effective unless signed
by Landlord, (b) shall relieve Tenant from the obligation to comply with such
rule in the future unless otherwise agreed in writing by Landlord, (c) granted
to any tenant shah relieve any other tenant from the obligation of complying
with these rules and regulations, and (d) shall relieve Tenant from any
liability for any loss or damage resulting from Tenant's failure to comply with
any rule.
18. Tenant shall prohibit its employees and Invitees from carrying either
into the Building or upon the grounds upon which the Building is located any
pistol, rifle, shotgun, revolver or other weapon designed or intended to propel
a missile of any kind: The prohibition shall not apply to any police officer,
sheriff, deputy sheriff or game warden appointed pursuant to the laws of the
Commonwealth of Virginia.
19. Tenant shall comply with all present and future laws, orders, and
regulations of all state, federal, municipal, and local governments,
departments, commissions, and boards regarding the collection, sorting,
separation, and recycling of waste products, garbage, refuse, and trash. Tenant
shall sort and separate such waste products, garbage, refuse, and trash into
such categories as provided by law. Each separately sorted category of waste
products, garbage, refuse, and trash shall be place iii separate receptacles
reasonably approved by Landlord. Such separate receptacles may, at Landlord's
option, be removed from the demised premises in accordance with a collection
schedule prescribed by law. Tenant shall not generate hazardous trash or medical
waste at the Premises.
