EXHIBIT 10.26
000 XXXXXXXX XXXXXXXX XXXXXXX
NATIONAL BUSINESS PARK
THIS AGREEMENT OF LEASE, made this 30th day of September, 1991, by and
between THE KMS GROUP, INC., a Maryland corporation, Agent for Owner
(hereinafter referred to as "Landlord") and X. X. XXX XXXX & ASSOCIATES, INC., a
Maryland corporation (hereinafter referred to as "Tenant"), witnesseth that the
parties hereby agree as follows:
1. PREMISES. Landlord is the owner of that certain building situate within
the National Business Park and having an address of 000 Xxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the
"Building").
Landlord does hereby lease unto Tenant, and Tenant does hereby rent from
Landlord, that portion of the Building on the second floor designated as Suite
210 containing the agreed upon equivalent of 17,786 square feet of rentable area
(hereinafter referred to as the "Premises" or "Leased Premises") described on
the schedule attached hereto as Exhibit "A" and made a part hereof. In addition
thereto, Tenant shall have the right to use, on a non-exclusive basis, and in
common with the other tenants of the Building the Common Areas of the Building
(as that term is defined in Section 5.2.6 hereof).
2. TERM/RENEWAL TERM.
2.1 COMMENCEMENT DATE AND TERM. This Lease shall commence on the
"Commencement Date" (as herein defined) and shall be for a term (hereinafter the
"Term" or the "Lease Term") of five (5) years, plus the portion of a calendar
month, if any, from the Commencement Date to the last day of the calendar month
in which such Commencement Date occurs. As used in this Lease, the term
"Commencement Date", as advanced or postponed pursuant to the terms hereof,
shall be defined as the earlier to occur of (a) Tenant's occupancy of the
Premises, or (b) the date which is fifteen (15) days following that date which
is the first on which all of the following events have occurred, namely (i) the
Premises are "substantially completed", as defined in Section 2.2 following,
(ii) Landlord has given Tenant written notice that the Premises are
"substantially completed", and (iii) the "Target Date" as defined in Section 2.2
following has arrived.
2.2 SUBSTANTIAL COMPLETION. Landlord shall use its best efforts to
"substantially complete" the Premises by December 14, 1991 ("Target Date").
"Substantially complete" means that: (i) the construction of the Tenant
Improvements (as defined in Section 34) have been completed so that Tenant can
use the Premises for their intended purposes without material interference to
Tenant conducting its ordinary business activities, (ii) the Premises have been
approved for occupancy by governmental authorities having jurisdiction, (iii)
the Tenant has ready access to the Building and Premises through the lobby,
hallways and elevators, and (iv) the Premises are ready for installation of any
equipment, furniture, fixtures or decoration that Tenant will install. Landlord
shall keep Tenant advised as to its progress with regard to "substantially
completing" the Premises by the Target Date.
2.3. RENEWAL TERM. Provided Tenant is not in default of any term,
covenant or condition of this Lease beyond any applicable cure periods, Tenant
shall have the option to extend the Term of this Lease for one (1) additional
period of five (5) years (the "Renewal Term") to commence immediately upon the
expiration of the initial Term referenced in Section 2.1 hereof, upon the same
terms, covenants and conditions as contained in this Lease except that Tenant
shall pay to Landlord during such Renewal Term as Base Rent that amount equal to
ninety-five percent (95%) of the "Prevailing Market Rate," as hereinafter
defined.
For the purposes of this Section 2.3, the term "Prevailing Market Rate"
shall mean the average annual rental including all market concessions, expressed
in dollars per square foot, for space in the Building then being obtained by
Landlord for leasing under leases of not less than three (3) years covering an
area in the Building of not less than 10,000 square feet. If no such area is
then being offered for leasing in the Building, the Prevailing Market Rate shall
be equal to the average annual rental including all market concessions,
expressed in dollars per square foot, for areas in comparable office buildings
located within the Columbia, Maryland market place area taking into
consideration the age of the building and the size of the tenant.
In order to exercise the option granted herein, Tenant shall so notify
Landlord in writing not less than two hundred and seventy (270) days prior to
the expiration of the initial Term referenced in Section 2.1 hereof. If Tenant
exercises the foregoing option, Landlord and Tenant shall execute a writing
acknowledging such renewal and setting forth the Base Rent with respect to said
Renewal Term.
The option, however, shall be void if Tenant is in default beyond any
applicable cure periods under any of the terms of this Lease at that time, or if
Tenant does not deliver the requisite notice thereof within the time period
specified above. The option granted herein shall not be severed from this Lease,
or separately sold, assigned or transferred.
3. SECURITY DEPOSIT. Tenant shall upon execution of this Lease pay to
Landlord the sum of Twenty-Two Thousand Nine Hundred Seventy-Three Dollars and
Fifty-Eight Cents ($22,973.58) to be held by Landlord as security for the
performance by Tenant of all obligations imposed on Tenant hereunder. If Tenant
shall perform all such obligations, said sum shall be refunded to Tenant,
without interest, at the end of the Lease Term. If Tenant shall default in any
such obligation, Landlord shall be entitled to apply such sum, pro tanto, toward
Landlord's damages. Notwithstanding the above Tenant shall have the right to
replace the cash earlier delivered to Landlord or to initially substitute for
same by delivery to Landlord of an unconditional and irrevocable Letter of
Credit from an area banking institution approved by Landlord in the amount of
Twenty-Two Thousand Nine Hundred Seventy-Three Dollars and Fifty-Eight Cents
($22,973.58) to be held by Landlord as a guaranty for the performance by Tenant
of all those covenants and obligations of Tenant as set forth in the Lease. Said
Letter of Credit shall contain terms whereby it can be drawn on by Landlord at
sight on any date during the Term of the Lease on which issuer shall receive
from Landlord a certification signed by Landlord stating that Tenant is in
material default under the terms of the Lease. Landlord shall after five (5)
days written notice first given to Tenant have the right to make such
certification upon any material breach of any provision of this Lease by Tenant
and to apply said sum against all amounts then due and owing by Tenant hereunder
and/or against sums required to be and actually expended by Landlord hereunder
to correct existing defaults by Tenant. Any balance left of the sum received
from drawing on the Letter of Credit, after the correction of defaults by Tenant
and/or the payment of amounts due by Tenant, shall be credited against the next
Rent payment due to Landlord. In the event Landlord shall draw on any Letter of
Credit as provided by Tenant, all as set forth herein, Tenant shall replace same
no later than thirty (30) days after the date of such drawing, and if same is
not replaced it shall constitute a default under the terms of the Lease and
Landlord shall have the benefit of all remedies permitted pursuant to the terms
of the Lease and the laws of the State of Maryland.
2
Tenant acknowledges and agrees that it shall keep the Letter of Credit
in full force and effect throughout the Term of this Lease and any extension or
renewal thereof. In the event the term of the Letter of Credit is not
coterminous with the Term of this Lease, then not more than forty-five (45) days
prior to any expiration date of the Letter of Credit, Tenant shall provide
Landlord with the appropriate documentation that said Letter of Credit has been
extended and provide Landlord with the new expiration date of same. Should
Tenant fail to provide Landlord with such documentation on or before the
expiration date of the Letter of Credit, Landlord shall have the right to draw
on the entire amount of said Letter of Credit and hold it, without interest, for
the benefit of Landlord as security for the faithful performance of the Lease
until the Letter of Credit is reinstated or the Term of the Lease expires. If
the Letter of Credit is not reinstated, the amount drawn by Landlord shall be
returned to Tenant, less all costs incurred by Landlord in correcting or
satisfying any default of the Lease, within a reasonable time after the
execution or earlier termination of the Lease.
4. USE. Tenant expressly agrees that the Leased Premises shall be used and
occupied solely for general office purposes in accordance with applicable zoning
regulations, including the conduct of "classified work", operation of a raised
floor computer room and operation of a "SCIF" facility and for no other purpose.
Landlord represents and warrants that as of the date hereof this use is allowed
and permitted under applicable zoning and subdivision rules and regulations.
5. RENT.
5.1 BASE RENT. As rent for the Premises during each year of the Term,
Tenant shall pay to Landlord an annual base rent of Two Hundred Seventy-Five
Thousand Six Hundred Eighty-Two Dollars and Ninety-Six Cents ($275,682.96)
(herein "Base Rent") in equal monthly installments of Twenty-Two Thousand, Nine
Hundred Seventy-Three Dollars and Fifty-Eight Cents ($22,973.58) each, in
advance on the first day of each calendar month during the Term, and without
deduction, setoff or demand. In addition to the Base Rent, if the Term should
commence on a day other than the first day of a calendar month, Tenant shall pay
to Landlord upon the Commencement Date, a sum equaling that percentage of the
monthly rent installment which equals the percentage of such calendar month
falling within the Term.
Notwithstanding the foregoing and anything contained in this Lease to the
contrary, Base Rent hereunder shall be abated and not payable by Tenant for that
period of the Term commencing with the Commencement Date and continuing through
the one hundred eighty-third calendar day of the Term. This period of Base Rent
equals One Hundred Thirty-Seven Thousand Eight Hundred Forty-One Dollars and
Forty-Eight Cents ($137,841.48) which for the purposes of this Lease shall be
the "Rent Abatement". In consideration of the Rent Abatement, if Tenant for any
reason materially defaults under this Lease during the initial five-year Term
set forth in Section 2.1 hereof, or if Tenant shall fail to complete the initial
five-year Term of this Lease, then in addition to paying all rents and other
sums to which Landlord shall have a claim against Tenant as a result of said
default, Tenant shall owe and be indebted to Landlord in that amount derived by
multiplying the Rent Abatement by a fraction, the numerator of which shall be
the number of unexpired months remaining within the initial Term as of the date
of such a material default by Tenant hereunder, and the denominator
3
of which shall equal the total number of months within the initial Term, which
amount Tenant covenants and agrees to pay over to Landlord on the date of such a
material default hereunder.
5.2 DEFINITIONS. For the purposes hereof, the following definitions
shall apply:
5.2.1 "Property" shall mean the Building, the land upon which same is
situated and all fixtures and equipment thereon or therein, all commonly owned
or shared appurtenances, including but not limited to, parking areas, walkways,
landscaping and utilities, whether located on the land upon which the Building
is situated or elsewhere.
5.2.2 "Building Expenses" shall be all those expenses paid or incurred
by Landlord in connection with the owning, maintaining, operating and repairing
of the Property or any part thereof, in a manner deemed reasonable and
appropriate by Landlord and usual and customary to similar first class office
buildings in the market area in which the Building is located, and shall
include, without limitation, the following:
1. All costs and expenses of operating, repairing, cleaning, and
insuring (including liability for personal injury, death and property damage and
workers' compensation insurance covering personnel) the Property or any part
thereof, as well as all costs incurred in removing snow, ice and debris
therefrom and of policing and regulating traffic with respect thereto, and
depreciation of all machinery and equipment used therein or thereon, replacing
or repairing of pavement, parking areas, curbs, walkways, drainage, lighting
facilities, landscaping (including replanting and replacing flowers and other
planting);
2. Electricity, steam and fuel used in lighting, heating,
ventilating and air conditioning only the Common Areas;
3. Maintenance of mechanical and electrical equipment including
heating, ventilating and air conditioning equipment subject to the terms of
Section 22 hereof;
4. Window cleaning and janitor service, including equipment,
uniforms, and supplies and sundries;
5. Maintenance of elevators, stairways, rest rooms, lobbies,
hallways and other Common Areas (but excluding costs of repair or replacement
caused directly by defects in construction or installation of such Common Area
facilities);
6. Repainting and redecoration of all Common Areas;
7. Sales or use taxes on supplies or services;
8. Management fees, wages, salaries and compensation of all
persons directly engaged in the maintenance, operation or repair of the Property
(including Landlord's share of all payroll taxes);
9. Legal, accounting and engineering fees and expenses, except
for those related to disputes with tenants or which are a result of and/or are
based on Landlord's negligence or other tortious conduct; and
10. All other expenses which under generally accepted accounting
principles would be considered as an expense of owning, maintaining, operating,
or repairing the Property; excluding,
4
however, those expenses which would be considered capital in nature under
generally accepted accounting principles.
5.2.3 "Taxes" shall mean all real property taxes including currently
due installments of assessments, sewer rents, ad valorem charges, water rates,
rents and charges, front foot benefit charges, and all other governmental
impositions in the nature of any of the foregoing. Excluded from Taxes are (i)
federal, state or local income taxes, (ii) franchise, gift, transfer, excise,
capital stock, estate or inheritance taxes, and (iii) penalties or interest
charged for late payment of Taxes. If at any time during the Lease Term the
method of taxation prevailing at the commencement of the Term shall be altered
so as to cause the whole or any part of the items listed in the first sentence
of this subparagraph 5.2.3 to be levied, assessed or imposed, wholly or partly
as a capital levy, or otherwise, on the rents received from the Building, wholly
or partly in lieu of imposition of or in addition to the increase of taxes in
the nature of real estate taxes issued against the Property, then the charge to
the Landlord resulting from such altered additional method of taxation shall be
deemed to be within the definition of "Taxes."
5.2.4 "Base Year Building Expenses" shall mean $ 2.25 per rentable
square foot, which amount represents Landlord's estimate of the cost to the
Landlord for providing to or for the Premises all of the services or other items
included in Building Expenses for a one (1) year period.
5.2.5 "Base Year Taxes" shall mean $0.94 per rentable square foot
incurred by Landlord during the tax year commencing July 1, 1991 and expiring
June 30, 1992, as computed on a per rentable square foot basis, except that if
Landlord's current appeal results in a decrease of said sum Landlord will notify
Tenant to that effect with documentation of the new amount and said new figure
shall be substituted for the above set forth amount.
5.2.6 "Common Areas" shall mean those areas and facilities which may be
from time to time furnished to the Building by Landlord for the non-exclusive
general common use of tenants and other occupants of the Building, their
officers, employees, and invitees, including (without limitation) the hallways,
stairs, parking facilities, washrooms, smoking rooms and elevators.
5.3 RENT ADJUSTMENTS FOR TAXES.
5.3.1 At or after the time that Taxes are due and payable, Landlord
shall total the Taxes and shall allocate such Taxes to the rentable area within
the Building in the following manner: Taxes shall be totaled and such total
shall be divided by the total rentable square feet in the Building thereby
deriving the "Cost of Taxes Per Square Foot" of rentable area.
5.3.2 In the event that the Cost of Taxes Per Square Foot assessed for
any tax year which is wholly or partly within the Lease Term are greater than
the Base Year Taxes, Tenant shall pay to Landlord, as additional rent at the
time such Taxes are due and payable, the amount of such excess times the number
of rentable square feet in the Leased Premises. Any additional rent due Landlord
under this Section 5.3 shall be due and payable within thirty (30) days after
Landlord shall have submitted a written statement to Tenant showing the amount
due. For Tenant's obligation for such additional rent at the beginning or end of
the Lease, see Section 5.6. Landlord may, in its discretion, make a reasonable
estimate of such additional rent with respect to Taxes, and require Tenant to
pay each month during such year 1/12 of such amount, at the time of payment of
monthly installments of Base
5
Rent. In such event, Tenant shall pay, or Landlord shall refund or credit to
Tenant's account, any underpayment or overpayment of such additional rent within
thirty (30) days of Landlord's annual written statement of Taxes due. Tenant
shall have the right to examine, at Tenant's sole expense, Landlord's records
with respect to any such increases in rent; provided, however, that unless
Tenant shall have given Landlord written notice of exception to any such
statement within sixty (60) days after delivery thereof, the same shall be
conclusive and binding on Tenant. No credit shall be given to Tenant if the cost
of Taxes Per Square Foot are less than the Base Year Taxes.
As of the date of this Lease, the tax year is a fiscal year commencing
July 1. If the appropriate authorities shall hereafter change the tax year to a
calendar year, or to a fiscal year commencing on a date other than July 1,
appropriate adjustments shall be made in the computation of any additional rent
due hereunder.
All reasonable expenses incurred by Landlord (including attorneys',
appraisers' and consultants' fees, and other costs) in contesting any increase
in Taxes or any increase in the assessment of the Property shall be included as
an item of Taxes for the purpose of computing additional rent due hereunder.
5.4 RENT ADJUSTMENTS FOR BUILDING EXPENSES.
5.4.1 After the end of each calendar year, Landlord shall compute the
Building Expenses for such year and shall allocate such costs to the rentable
area within the Building in the following manner: Building Expenses shall be
totaled and such total shall be divided by the total rentable square feet in the
Office Building thereby deriving the "Cost of Building Expenses Per Square Foot"
of rentable area.
5.4.2 In the event that the cost of Building Expenses Per Square Foot
of rentable area for any year which is wholly or partly within the Term are
greater than the Base Year Building Expenses, Tenant shall pay to Landlord, as
additional rent, the amount of such excess times the number of rentable square
feet in the Leased Premises, as set forth in Section 1 above. If occupancy of
the Building during any calendar year is less than ninety percent (90%), then
Building Expenses for that calendar year shall be "grossed up" to that amount of
Building Expenses that, using reasonable and customary projections, would
normally be expected to be incurred during the calendar year in question if the
Building was ninety percent (90%) occupied during the applicable calendar year
period, as determined under generally accepted accounting principles; it being
understood that the written statement submitted to Tenant shall provide a
reasonably detailed description of how the Building Expenses were grossed up and
that only those component expenses, such as, but not limited to, utilities,
janitorial and trash removal, that are affected by variations in occupancy
levels shall be grossed up. Such additional rent shall be computed on a
year-to-year basis. Any such additional rent shall be due within thirty (30)
days after the Landlord has submitted a written statement to Tenant showing the
amount due. Landlord may, in its discretion, make a reasonable estimate of such
additional rent with respect to any calendar year, and require Tenant to pay
each month during such year 1/12 of such amount, at the time of payment of
monthly installments of Base Rent. In such event, Tenant shall pay, or Landlord
shall refund or credit to Tenant's account, any underpayment or overpayment of
such additional rent within thirty (30) days of Landlord's written statement of
actual Building Expenses for the Calendar year. Tenant shall have the right to
examine, at Tenant's sole expense,
6
Landlord's records with respect to any such increases in rent; provided,
however, that unless Tenant shall have given Landlord written notice of
exception to any such statement within sixty (60) days after delivery thereof,
the same shall be conclusive and binding on Tenant. No credit shall be given to
the Tenant if the cost of Building Expenses Per Square Foot are less than the
Base Year Building Expenses. Notwithstanding anything to the contrary contained
herein Landlord shall use diligent efforts to keep Building Expenses at
reasonable amounts, while maintaining the Building as a first class office
building.
Notwithstanding the foregoing and anything contained in this Lease to the
contrary, Tenant's obligation to pay any rent adjustment for Building Expenses
as set forth above which shall be attributable to or incurred by Landlord that
for that period of the Term which is one (1) year from and after the
Commencement Date shall be abated and not payable by Tenant; and, further, in no
event shall Tenant's obligation to pay rent adjustments for Building Expenses
(exclusive of Common Area electricity charges and snow removal) for any calendar
year during the Term and any extension or renewal thereof exceed that amount
equal to one hundred and seven (107%) percent of the amount of adjustments for
Building Expenses (exclusive of Common Area electricity charges and snow
removal) payable by Tenant for the immediately preceding calendar year (provided
that in the event Tenant shall exercise its option for additional rentable space
under Section 46 hereof, such amounts shall be computed on a per rentable square
foot basis.)
5.5 RENT ADJUSTMENTS FOR CONSUMER PRICE INDEX.
5.5.1 The Base Rent specified in Section 5.1 shall be subject to an
upward but not downward adjustment, based on the Consumer Price Index, one year
after the Commencement Date of this Lease and at the end of each subsequent year
during the term of this Lease, in accordance with the following procedure:
5.5.2 The index to be used for this adjustment shall be the Consumer
Price Index (U.S., All Urban Consumers, All Items, 1982-84 equaling a base of
100, from the U.S. Department of Labor, Bureau of Labor Statistics, Washington,
D.C.).
5.5.3 The Consumer Price Index of 136.2 for the month of July, 1991, or
its equivalent, shall be the "Base Period Consumer Price Index" for the purposes
of all rental adjustments.
5.5.4 The Consumer Price Index for the month of July of each succeeding
year shall be determined from the published figures and shall be the "Adjustment
Period Consumer Price Index."
5.5.5 The Base Period Consumer Price Index shall be subtracted from the
Adjustment Period Consumer Price Index; the difference shall be divided by the
Base Period Consumer Price Index. This quotient shall then be multiplied by the
Base Rent, and thirty-five percent (35%) of the result shall then be added to
the Base Rent. This arithmetical sum shall then be the Adjusted Base Rent for
the immediately succeeding leasehold year which shall be paid in monthly
payments.
5.5.6 If the Consumer Price Index is, at any time during the term of
this Lease, discontinued by the government, then the most nearly comparable
index of inflation published by the government shall be substituted for the
purpose of this calculation.
5.5.7. Notwithstanding any other provision of this Section 5.5, the Base
Rent during the initial Term of this Lease shall not be increased in any one
year more than an average cumulative three
7
percent (3%) over the Term because of adjustments due to changes in the Consumer
Price Index.
5.6 ADDITIONAL RENT PAYMENTS. Tenant's obligation to pay any additional
rent accruing during the Lease Term pursuant to Sections 5.3 and 5.4 hereof
shall apply pro rata to the proportionate part of a tax year as to Taxes, and
calendar year, as to Building Expenses, in which this Lease begins or ends, for
the portion of each such year during which this Lease is in effect. Such
obligation to make payments of such additional rent shall survive the expiration
or sooner termination of the Lease Term, whether or not this Lease is superseded
by a subsequent lease of the Leased Premises or of any other space or Tenant
leaves the Building; any such superseding lease shall not serve to supersede
Tenant's obligation for any such additional rent unless it makes express
reference thereto and recites that such additional rent is abated in
consideration of the superseding lease. Landlord shall give Tenant notice of any
such additional rent accruals within sixty (60) days of the termination of this
Lease.
5.7 PAYMENTS. All payments or installments of any rent hereunder and all
sums whatsoever due under this Lease (including but not limited to court costs
and reasonable attorneys fees) shall be deemed rent, shall be paid to Landlord
at the address designated by Landlord, and if not paid within ten (10) days from
the date of Landlord's written notice to Tenant that the same was not paid when
due, shall bear interest at the rate of 15% per annum (but not more than the
maximum allowable legal rate applicable to Tenant) until paid. Where legal
proceedings are instituted by either party against the other, the prevailing
party in such action shall be entitled to recover from the other party its
reasonable attorney's fees, and if such prevailing party shall be Landlord, then
Landlord's reasonable attorney's fees shall be paid by Tenant as additional rent
hereunder. Time is of the essence in this Lease.
6. REQUIREMENTS OF APPLICABLE LAW. Landlord warrants that on the
Commencement Date, the Premises will comply with all applicable laws,
ordinances, rules and regulations of governmental authorities having
jurisdiction over the Property ("Applicable Laws"). Tenant, at its sole cost and
expense, shall thereafter comply promptly with all Applicable Laws applicable to
Tenant's use of the Leased Premises, for the correction, prevention and
abatement of nuisances or violations in, upon or connected with the Leased
Premises during the Lease Term and for the prevention of fires; provided,
however, that Landlord and not Tenant shall make at Landlord's sole cost and
expense all structural changes and correct all structural defects in the
Building necessary to comply with Applicable Laws, and make all repairs, changes
or alterations necessary because the Building was not constructed in compliance
with any of said Applicable Laws.
Likewise, Landlord shall at all times and at its sole cost and expense
comply promptly with all Applicable Laws as the same pertain to Landlord's
rights, duties and obligations under this Lease.
7. CERTIFICATE OF OCCUPANCY. Tenant will not use or occupy the Leased
Premises in violation of any certificate of occupancy, permit, or other
governmental consent issued for the Building. If any governmental authority,
after the commencement of the Lease Term, shall contend or declare that the
Leased Premises are being used for a purpose which is in violation of such
certificate of occupancy, permit, or consent, then Tenant shall, upon five (5)
days' notice from Landlord, immediately discontinue such use of the Leased
Premises. If thereafter the governmental authority asserting such violation
threatens, commences or continues criminal or civil proceedings against Landlord
for Tenant's failure to discontinue such use, in addition to any and all rights,
privileges
8
and remedies given to Landlord under this Lease for default therein, Landlord
shall have the right to terminate this Lease forthwith. Tenant shall indemnify
and hold Landlord harmless of and from any and all liability for any such
violation or violations. Landlord represents and warrants that Tenant's
permitted use and occupancy of the Premises in accordance with the terms of
Section 4 hereof during the Term of this Lease, as the same may be extended or
renewed, will not violate any certificate of occupancy issued for the Premises.
8. CONTEST-STATUTE, ORDINANCE, etc. Tenant may, after notice to Landlord,
by appropriate proceedings conducted promptly at Tenant's own expense in
Tenant's name and whenever necessary in Landlord's name, contest in good faith
the validity or enforcement of any such statute, ordinance, law, order,
regulation or requirement and may similarly contest any assertion of violation
of any certificate of occupancy, permit, or any consent issued for the Building.
Tenant may, pending such contest, defer compliance therewith if, in the opinion
of counsel for Landlord, such deferral will not subject either the Landlord or
the Leased Premises or the Property (or any part thereof) to any penalty, fine
or forfeiture, and if Tenant shall post a bond with corporate surety approved by
Landlord sufficient, in Landlord's opinion, fully to indemnify Landlord from
loss.
9. TENANT'S IMPROVEMENTS. Except to the extent that Landlord is
responsible for making improvements to the Leased Premises pursuant to
Section 34 of this Lease, Tenant agrees that it will make such improvements to
the Leased Premises as it may deem necessary at its sole cost and expense.
However, Tenant shall not make any alterations, decorations, installations,
additions or improvements to the Leased Premises (excluding cosmetic changes,
the estimated cost of shall be less than $2,000), including but not limited to,
the installation of any fixtures, amenities, equipment, appliances, or other
apparatus (except moveable office furniture and ordinary moveable business
machines and equipment), without Landlord's prior written consent, and then only
by contractors or mechanics employed or approved by Landlord, such approval not
to be unreasonably withheld, conditioned or delayed. All such work, alterations,
decorations, installations, additions or improvements shall be done at Tenant's
sole expense and at such times and in such manner as Landlord may from time to
time reasonably designate. All alterations, decorations, installations,
additions or improvements made by either of the parties hereto upon the Leased
Premises, except movable office furniture and moveable office equipment put in
at the expense of Tenant and other items as mutually agreed upon in writing,
shall be the property of Landlord and shall remain upon and be surrendered with
the Leased Premises at the termination of this Lease without molestation or
injury. Notwithstanding the foregoing, Tenant shall on termination of this Lease
at its cost and expense remove the modular Tempest enclosure, and Landlord will
with its approval of any alterations notify Tenant as to whether or not Tenant
will be required to remove such alterations from the Premises on termination of
this Lease. Said items that are to be removed from the Premises by Tenant shall
be removed at Tenant's sole cost and expense, and all damage to the Building and
Premises caused by the installation and removal of said items shall be repaired,
replaced and/or restored by Tenant at Tenant's sole cost and expense.
10. REPAIRS AND MAINTENANCE.
10.1 TENANT'S CARE OF THE PREMISES AND BUILDING. During the Lease Term
Tenant shall:
9
(i) keep the Premises and the fixtures, appurtenances and
improvements therein in good order and condition;
(ii) make repairs and replacements to the Premises required because of
Tenant's misuse or primary negligence, except to the extent that the repairs or
replacements are covered by Landlord's insurance as required hereunder;
(iii) maintain, repair and replace special equipment or decorative
treatments installed by or at Tenant's request and that serve the Premises only
(including but not limited to any supplemental heating, ventilating and
air-conditioning equipment pursuant to the terms of Section 23 hereof), except
to the extent the repairs or replacements are needed because of Landlord's
misuse or primary negligence, and are not covered by Tenant's insurance as
required hereunder;
(iv) pay for all damage to the Building, its fixtures and
appurtenances, as well as all damages sustained by Tenant or occupants of the
Building due to any waste, misuse or neglect of the Leased Premises, its
fixtures and appurtenances by Tenant, except to the extent that the repair of
such damage is covered by Landlord's insurance as required hereunder; and
(v) not commit waste.
In addition Tenant shall not place a load upon any floor of the Leased
Premises exceeding the floor load per square foot area which such floor was
designed to carry and which may be allowed under Applicable Laws. Landlord
reserves the right to prescribe the weight and position of all heavy equipment
brought onto the Premises and prescribe any reinforcing required under the
circumstances, all such reinforcing to be at Tenant's expense.
10.2 LANDLORD'S REPAIRS. Except for the repairs and replacements that
Tenant is required to make pursuant to Section 10.1 above, Landlord shall pay
for and make all other repairs and replacements to the Premises, Common Areas
and Building (including Building fixtures and equipment) as shall be reasonably
deemed necessary to maintain the Building in a condition comparable to other
first class suburban office buildings in the Baltimore-Washington corridor area.
This maintenance shall include the roof, foundation, exterior walls, interior
structural walls, all structural components, and all systems such as mechanical,
electrical, HVAC (exclusive of Tenant's supplemental HVAC referenced in Section
10.1 above), and plumbing. There shall be no allowance to Tenant for a
diminution of rental value, no abatement of rent, and no liability on the part
of Landlord by reason of inconvenience, annoyance or injury to business arising
from Landlord, Tenant or others making any repairs or performing maintenance as
provided for herein; provided, however, Landlord shall use reasonable diligence
to prevent and mitigate such inconvenience, annoyance or injury to Tenant's
business.
10.3 TIME FOR REPAIRS. Repairs or replacements required pursuant to
Section 10.l and 10.2 above shall be made within a reasonable time (depending on
the nature of the repair or replacement needed - generally no more than fifteen
(15) days) after receiving notice or having actual knowledge of the need for a
repair or replacement.
10.4 SURRENDER OF THE PREMISES. Upon the termination of this Lease,
Tenant shall surrender the Premises to Landlord in the same broom clean
condition that the Premises were in on the Commencement Date except for:
(i) ordinary wear and tear;
10
(ii) damage by the elements, fire, and other casualty unless Tenant
would be required to repair under the provisions of this Lease.
(iii) damage arising from any cause not required to be repaired or
replaced by Tenant; and
(iv) alterations as permitted by this Lease unless consent was
conditioned on their removal.
On surrender Tenant shall remove from the Premises its personal property,
trade fixtures and any alterations required to be removed pursuant to the terms
of this Lease and repair any damage to the Premises caused by this removal. Any
items not removed by Tenant as required above shall be considered abandoned.
Landlord may dispose of abandoned items as Landlord chooses and xxxx Tenant for
the cost of their disposal.
11. CONDUCT ON PREMISES. Landlord represents as of the date of execution of
this Lease that Tenant's permitted use of the Premises pursuant to the terms of
Section 4 hereof will not increase the rate of fire insurance on the Building,
fixtures or on property kept therein. Tenant shall not do, or permit anything to
be done in the Leased Premises, or bring or keep anything therein which will, in
any way, increase the rate of fire insurance on the Building, or invalidate or
conflict with the fire insurance policies on the Building, fixtures or on
property kept therein, or obstruct or interfere with the rights of the Landlord
or of other tenants, or in any other way injure or annoy Landlord or the other
tenants, or subject Landlord to any liability for injury to persons or damage to
property, or interfere with the good order of the Building, or conflict with
Applicable Laws, or the Maryland Fire Underwriters Rating Bureau. Similarly,
Tenant covenants and agrees that it will not use or allow the Premises to be
used for the storage, use, treatment or disposal of any "hazardous substance,"
as defined under either the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (42 USC 9601 et seq.), or Section 7-218 et
seq. of the Maryland Health and Environmental Code, annotated, as amended.
Tenant agrees that any increase of fire insurance premiums on the Building or
contents caused by the occupancy of Tenant and any expense or cost incurred in
consequence of negligence or carelessness or the willful action of Tenant,
Tenant's employees, agents, servants, or invitees shall, as they accrue be added
to the rent heretofore reserved and be paid as a part thereof; and Landlord
shall have all the rights and remedies for the collection of same as are
conferred upon the Landlord for the collection of rent provided to be paid
pursuant to the terms of this Lease.
12. INSURANCE.
12.1 TENANT'S INSURANCE. Tenant will keep in force at its own expense, so
long as this Lease remains in effect, (a) public liability insurance, including
insurance against assumed or contractual liability under this Lease, with
respect to the Premises, to afford protection with limits, per person and for
each occurrence, of not less than One Million Dollars ($1,000,000), combined
single limit, with respect to personal injury and death and property damage,
such insurance to provide for only a reasonable deductible, (b) all-risk
property and casualty insurance, including theft, written at replacement cost
value and with replacement cost endorsement, covering all of Tenant's personal
property in the Premises and all of Tenant's Improvements as defined in Section
34 and installed in the Premises by or on behalf of Tenant, such insurance to
provide for only a reasonable deductible, and (c) if, and to the extent,
required by law,
11
workmen's compensation or similar insurance offering statutory coverage and
containing statutory limits. Such policies will be maintained in companies and
in form reasonably acceptable to Landlord and will be written as primary policy
coverage and not contributing with, or in excess of, any coverage which Landlord
shall carry. Tenant will deposit the policy or policies of such required
insurance or certificates thereof with Landlord prior to the Commencement Date,
which policies shall name Landlord or its designee and, at the request of
Landlord, its mortgages, as additional named insured and shall also contain a
provision stating that such policy or policies shall not be canceled except
after thirty (30) day's written notice to Landlord or its designees. All such
policies of insurance shall be effective as of the date Tenant occupies the
Premises and shall be maintained in force at all times during the Term of this
Lease and all other times during which Tenant shall occupy the Premises. In
addition to the foregoing insurance coverage, Tenant shall require any
contractor retained by it to perform work on the Premises to carry and maintain,
at no expense to Landlord, during such times as contractor is working in the
Premises, a (i) comprehensive general liability insurance policy, including, but
not limited to, contractor's liability coverage, contractual liability coverage,
completed operations coverage, broad form property damage endorsement and
contractor's protective liability coverage, to afford protection with limits per
person and for each occurrence, of not less than Two Hundred Thousand Dollars
($200,000.00), combined single limit, with respect to personal injury and death
and property damage, such insurance to provide for no deductible, and (ii)
workmen's compensation insurance or similar insurance in form and amounts as
required by law. In the event of damage to or destruction of the Premises and
the termination of this Lease by Landlord pursuant to Section 17 herein, Tenant
agrees that it will pay Landlord all of its insurance proceeds relating to
improvements made in the Premises by or on behalf of Tenant. If Tenant fails to
comply with its covenants made in this Section, if such insurance would
terminate or if Landlord has reason to believe such insurance is about to be
terminated, Landlord may at its option cause such insurance as it in its sole
judgment deems necessary to be issued, and in such event Tenant agrees to pay
promptly upon Landlord's demand, as Additional Rent the premiums for such
insurance.
12.2 LANDLORD'S INSURANCE. Landlord will keep in force at its own expense
(a) contractual and comprehensive general liability insurance, including public
liability and property damage, with a minimum combined single limit of liability
of Two Million Dollars ($2,000,000.00) for personal injuries or death of persons
occurring in or about the Building and Premises, and (b) all-risk property and
casualty insurance written at replacement cost value covering the Building and
all of Landlord's improvements in and about same.
12.3 WAIVER OF SUBROGATION. Each party hereto waives claims arising in
any manner in its favor and against the other party and agrees that neither
party hereto shall be liable to the other party or to any insurance company (by
way of subrogation or otherwise) insuring the other party for any loss or damage
to the Building, the Premises or other tangible property, or any resulting loss
of income, or losses under worker's compensation laws and benefits, or against
liability on or about the Building, even though such loss or damage might have
been occasioned by the negligence of such party, its agents or employees if any
such loss or damage is covered by insurance benefiting the party suffering such
loss or damage as was required to be covered by insurance carried pursuant to
this Lease. Landlord shall cause each insurance policy carried by it insuring
against liability on or about the Building or insuring the Premises and the
Building or income resulting therefrom against loss by fire or any of the
casualties covered by
12
the all-risk insurance carried by it hereunder to be written in such a manner as
to provide that the insurer waives all right of recovery by way of subrogation
against Tenant in connection with any loss or damage covered by such policies.
Tenant will cause each insurance policy carried by it insuring against liability
or insuring the Premises (including the contents thereof and Tenant's
improvements installed therein by Tenant or on its behalf) against loss by fire
or any of the casualties covered by the all-risk insurance required hereunder to
be written in such a manner as to provide that the insurer waives all right of
recovery by way of subrogation against Landlord in connection with any loss or
damage covered by such policies.
13. RULES AND REGULATIONS. Tenant agrees to be bound by the rules and
regulations set forth on the schedule attached hereto as Exhibit "B" and made a
part hereof. Landlord shall have the right, from time to time, to issue
reasonable additional or reasonable amended rules and regulations regarding the
use of the Building, so long as said rules shall be reasonable and
non-discriminatory between tenants. When so issued and when Landlord shall
provide Tenant written notice of same, such reasonable additional or reasonable
amended rules and regulations shall be considered a part of this Lease and
Tenant covenants that the same shall likewise be faithfully observed by Tenant,
the employees of Tenant and all persons invited by Tenant into the Building,
provided, that said additional or amended rules are made applicable to all
office tenants similarly situated as Tenant. Landlord shall not be liable to
Tenant for the violation of any of the said rules and regulations, or the breach
of any covenant or condition in any lease, by any other tenant in the Building.
14. MECHANICS' LIENS. Tenant shall not do or suffer to be done any act,
matter or thing whereby Tenant's interest in the Leased Premises, or any part
thereof, may be encumbered by any mechanics' lien. Tenant shall discharge,
within thirty (30) days after the date of filing, any mechanics' liens filed
against Tenant's interest in the Leased Premises, or any part thereof,
purporting to be for labor or material furnished or to be furnished to Tenant.
Landlord shall not be liable for any labor or materials furnished or to be
furnished to Tenant upon credit, and no mechanics' or other lien for labor or
materials shall attach to or affect the reversionary or other estate or interest
of Landlord in and to the Leased Premises, or the Property.
15. TENANT'S FAILURE TO REPAIR. In the event that Tenant fails after
reasonable prior written notice from Landlord, to keep the Leased Premises in a
good state of condition and repair pursuant to Section 10 above, or to do any
act or make any payment required under this Lease or otherwise fails to comply
herewith, Landlord may, at its option (but without being obliged to do so)
immediately, or at any time thereafter and without notice, perform the same for
the account of Tenant, including the right to enter upon the Leased Premises at
all reasonable hours to make such repairs, or do any act or make any payment or
compliance which Tenant has failed to do, and upon demand, Tenant shall
reimburse Landlord for any such expense incurred by Landlord including but not
limited to any reasonable costs, damages and reasonable attorney's fees. Any
moneys expended by Landlord, as aforesaid, shall be deemed additional rent,
collectible as such by Landlord. All rights given to Landlord in this section
shall be in addition to any other right or remedy of Landlord herein contained.
16. PROPERTY -- LOSS, DAMAGE. Landlord, its agents and employees shall not
be liable for any damage to property in the possession of Tenant placed in the
custody of its employees, nor for the loss of any such property by theft or
otherwise. Landlord
13
shall be liable for damage or injury to person or property only if such damage
or injury is due to Landlord's negligence; Landlord or its agents shall not be
liable for interference with the light, air, or other incorporeal hereditaments.
Tenant shall reimburse Landlord as additional rent for all expenses, all damages
awarded Landlord as a result of legal proceedings, and/or all fines incurred or
suffered by Landlord by reason of any breach, violation or nonperformance by
Tenant, or Tenant's employees, agents or visitors, of any covenant or provision
of this Lease, or by reason of damage or injury to persons or property caused by
moving property of or for Tenant in and/or out of the Building, or by the
installation or removal of furniture or other property of or for Tenant, or by
reason of or arising out of the occupancy or use by Tenant of the Leased
Premises or of the Property, or any part of either thereof, or from any other
cause due to the carelessness, negligence or improper conduct of Tenant or
Tenant's contractors, servants, employees, agents or invitees. Tenant shall not
move any safe, heavy machines, heavy equipment, freight, bulky matter or
fixtures requiring special handling. Tenant agrees to employ only persons
holding a proper license to do said work, and that all work in connection
therewith shall comply with any applicable Federal, State, County or other
governing laws, rules or regulations. Notwithstanding said consent of Landlord,
Tenant shall indemnify Landlord for and hold Landlord harmless and free from
damages or injuries sustained by person or property and for any damages or
moneys paid out by Landlord in settlement of any claims or judgments, as well as
for all reasonable expenses and reasonable attorney's fees, incurred in
connection therewith and all reasonable costs incurred in repairing any damage
to the Building or appurtenances caused by Tenant's moving activities.
17. DESTRUCTION -- FIRE OR OTHER CASUALTY. In case of partial damage to the
Leased Premises by fire or other casualty insured against by Landlord, Tenant
shall give immediate notice thereof to Landlord, who shall thereupon cause
damage to all property owned by it to be repaired with reasonable speed at the
sole expense of Landlord, due allowance being made for reasonable delay which
may arise by reason of adjustment of loss under insurance policies on the part
of Landlord and/or Tenant, and for reasonable delay on account of "labor
troubles" or any other cause beyond Landlord's control, and to the extent that
the Leased Premises are rendered untenantable the rent shall proportionately
xxxxx from the date of such casualty, provided the damage above mentioned
occurred without the fault or neglect of Tenant, Tenant's servants, employees,
agents or visitors. If such partial damage is due to the fault or neglect of
Tenant, or Tenant's servants, employees, agents, or invitees, the damage shall
be repaired by Landlord to the extent of Landlord's insurance coverage, but
there shall be no apportionment or abatement of rent. In the event the damage
shall be so extensive to the whole Building as to render it uneconomical, in
Landlord's opinion, to restore for its present uses and Landlord shall decide
not to repair or rebuild the Building, this Lease, at the option of Landlord,
shall be terminated upon written notice to Tenant and the rent shall, in such
event, be paid to or adjusted as of the date of such damage, and the terms of
this Lease shall expire by lapse of time and conditional limitation upon the
third day after such notice is mailed, and Tenant shall thereupon vacate the
Leased Premises and surrender the same to Landlord, but no such termination
shall release Tenant from any liability to Landlord arising from such damage or
from any breach of the obligations imposed on Tenant hereunder, or from any
obligations accrued hereunder prior to such termination.
Notwithstanding anything contained in this Section 17 to the contrary, if
any damage causes the Premises to be untenable and if
14
Landlord or Tenant determines, in good faith that the repair or restoration work
cannot be completed within one hundred and twenty (120) days of the date of
occurrence causing such damage, then Landlord, or Tenant provided Tenant shall
not otherwise be in default hereunder, shall have the option, exercisable by
fifteen (15) days advance written notice thereof to the other given no later
than thirty (30) days following such determination, to cancel and terminate this
Lease as of the date of such loss, whereupon all rent due hereunder shall be
adjusted as of the date of such damage and Tenant shall thereupon vacate the
Premises and surrender the same to Landlord, but no such termination shall
release Tenant from any liability to Landlord arising from any obligations
accrued hereunder prior to such termination.
18. EMINENT DOMAIN. If (1) the whole or more than twenty percent (20%) of
the floor area of the Leased Premises shall be taken or condemned by Eminent
Domain for any public or quasi-public use or purpose, and either party shall
elect, by giving written notice to the other, or (2) more than twenty-five
percent (25%) of the floor area of the Building shall be so taken, and Landlord
shall elect, in its sole discretion, by giving written notice to the Tenant, any
said written notice to be given not more than sixty (60) days after the date on
which title shall vest in such condemnation proceeding, to terminate this Lease,
then, in either such event, the term of this Lease shall cease and terminate as
of the date of title vesting. In case of any taking or condemnation, whether or
not the term of this Lease shall cease and terminate, the entire award shall be
the property of Landlord, and Tenant hereby assigns to Landlord all its right,
title and interest in and to any such award, except that Tenant shall be
entitled to claim, prove and receive in the proceedings such awards as may be
allowed for moving expenses, loss of profit and fixtures and other equipment
installed by it which shall not, under the terms of this Lease, be or become the
property of Landlord at the termination hereof, but only if such awards shall be
made by the condemnation, court or other authority in addition to, and be stated
separately from, the award made by it for the Property or part thereof so taken.
19. ASSIGNMENT. So long as Tenant is not in default beyond any applicable
cure periods of any of the terms and conditions hereof, and further provided
that Tenant has fully and faithfully performed all of the terms and conditions
of this Lease, Landlord will not unreasonably withhold its consent to an
assignment of this Lease or sublease of the Premises for any of the then
remaining portion of the unexpired Term provided: (i) the net assets of the
assignee shall not be less than the net assets of Tenant at the time of the
signing of this Lease; (ii) in the event of an assignment, such assignee shall
assume in writing all of Tenant's obligations under this Lease; (iii) in the
event of a sublease, such sublease shall in all respects be subject to and in
conformance with the terms of this Lease with exception to rent; and (iv) in all
events Tenant continues to remain liable on this Lease for the performance of
all terms, including but not limited to, payment of all rent due hereunder.
Landlord and Tenant acknowledge and agree that it shall not be unreasonable for
Landlord to withhold its consent to an assignment if in Landlord's sole and
reasonable business judgment, the assignee lacks sufficient business experience
or net worth to successfully operate its business within the Premises in
accordance with the terms, covenants and conditions of this Lease. If this Lease
be assigned, or if the Premises or any part thereof be underlet or occupied by
anybody other than Tenant, Landlord may, after default by Tenant, collect rent
from the assignee, undertenant or occupant and apply the net amount collected to
the rent herein reserved, but no such collection shall be deemed a waiver of
this covenant, or the
15
acceptance of the assignee, undertenant or occupant as tenant, or a release of
Tenant from the further observance and performance by Tenant of the covenants
herein contained. For purposes of the foregoing, a transfer by operation of law
or transfer of a controlling interest in Tenant as same exists as of the date
hereof, shall be deemed to be an assignment of this Lease. No assignment or
sublease, regardless of whether Landlord's consent has been granted or withheld,
shall be deemed to release Tenant from any of its obligations nor shall the same
be deemed to release any person guaranteeing the obligations of Tenant hereunder
from their obligations as guarantor.
20. DEFAULT; REMEDIES; BANKRUPTCY OF TENANT. Any one or more of the
following events shall constitute an "Event of Default" hereunder, at Landlord's
election: (a) the sale of Tenant's interest in the Premises under attachment,
execution or similar legal process or, the adjudication of Tenant as a bankrupt
or insolvent, unless such adjudication is vacated within thirty (30) days; (b)
the filing of a voluntary petition proposing the adjudication of Tenant (or any
guarantor of Tenant's obligations hereunder) as a bankrupt or insolvent, or the
reorganization of Tenant (or any such guarantor), or an arrangement by Tenant
(or any such guarantor) with its creditors, whether pursuant to the Federal
Bankruptcy Code or any similar federal or state proceeding, unless such petition
is filed by a party other than Tenant (or any such guarantor) and is withdrawn
or dismissed within thirty (30) days after the date of its filing; (c) the
admission, in writing, by Tenant (or any such guarantor) of its inability to pay
its debts when due; (d) the appointment of a receiver or trustee for the
business or property of Tenant (or any such guarantor), unless such appointment
is vacated within thirty (30) days of its entry; (e) the making by Tenant (or
any such guarantor) of an assignment for the benefit of its creditors, or if, in
any other manner, Tenant's interest in this Lease shall pass to another by
operation of law; (f) the failure of Tenant to pay any rent, additional rent or
other sum of money when due and such failure continues for a period of ten (10)
days after receipt of written notice that the same is past due hereunder; (g)
the Tenant shall fail to move into or take possession of the Leased Premises
within ninety (90) days after commencement of the Lease Term or having taken
possession shall thereafter abandon and/or vacate the Premises, and (h) the
default by Tenant in the performance or observance of any covenant or agreement
of this Lease (other than a default involving the payment of money), which
default is not cured within thirty (30) days after the giving of notice thereof
by Landlord, unless such default is of such nature that it cannot be cured
within such thirty (30) day period, in which case no Event of Default shall
occur so long as Tenant shall commence the curing of the default within such
thirty (30) day period and shall thereafter diligently prosecute the curing of
same.
Upon the occurrence and continuance of an Event of Default, Landlord upon
giving five (5) days prior written notice to Tenant may do any one or more of
the following: (a) sell, at public or private sale, all or any part of the
goods, chattels, fixtures and other personal property belonging to Tenant (but
excluding any such personal property which is not owned by Tenant, or Tenant's
confidential materials) which are or may be put into the Premises during the
Lease Term, whether or not exempt from sale under execution or attachment (it
being agreed that said property shall at all times be bound with a lien in favor
of Landlord and shall be chargeable for all rent and for the fulfillment of the
other covenants and agreements herein contained), and apply the proceeds of such
sale, first, to the payment of all costs and expenses of conducting the sale or
caring for or storing said property; second, toward the payment of any
indebtedness, including, without
16
limitation, indebtedness for rent, which may be or may become due from Tenant to
Landlord; and third, to pay the Tenant, on demand in writing, any surplus
remaining after all indebtedness of Tenant to Landlord has been fully paid; (b)
perform, on behalf and at the expense of Tenant, any obligation of Tenant under
this Lease which Tenant has failed to perform and of which Landlord shall have
given Tenant notice, the cost of which performance by Landlord, together, with
interest thereon at the rate of eighteen percent (18%) per annum, from the date
of such expenditure, shall be deemed additional rent and shall be payable by
Tenant to Landlord upon demand; (c) elect to terminate this Lease and the
tenancy created hereby by giving notice of such election to Tenant, and reenter
the Premises, by summary proceedings or otherwise, and remove Tenant and all
other persons and property from the Premises, and store such property in a
public warehouse or elsewhere at the cost and for the account of Tenant, without
resort to legal process and without Landlord being deemed guilty of trespass or
becoming liable for any loss or damage occasioned thereby; and also the
obligation to make a good faith effort to re-let the Leased Premises for any
unexpired balance of the Lease Term, and collect the rent therefor. In the event
of such re-letting by Landlord, the reletting shall be on such terms, conditions
and rental as are appropriate to the real estate market (of which the Building
is a part) at the time of such re-letting, and the proceeds that may be
collected from the same, less the expense of re-letting (including reasonable
leasing fees and commissions and reasonable costs of renovating the Leased
Premises), shall be applied upon the Tenant's rental obligation as set forth in
this Lease for the unexpired portion of the Lease Term. Tenant shall be liable
for any balance that may be due under this Lease, although Tenant shall have no
further right of possession of the Leased Premises; and (d) exercise any other
legal or equitable right or remedy which it may have at law or in equity.
Notwithstanding the provisions of clause (b) above and regardless of whether an
Event of Default shall have occurred, Landlord may exercise the remedy described
in clause (b) without any notice to Tenant if Landlord, in its good faith
judgment, believes it would be materially injured by the failure to take rapid
action, or if the unperformed obligation of Tenant constitutes an emergency.
To the extent permitted by law, Tenant hereby expressly waives any and all
rights of redemption, granted by or under any present or future laws in the
event of Tenant's being evicted or dispossessed for any cause, or in the event
of Landlord's obtaining possession of the Leased Premises, by reason of the
violation by Tenant of any of the covenants and conditions of this Lease, or
otherwise. Landlord and Tenant hereby expressly waive trial by jury in any
action or proceeding or counterclaim brought by either party hereto against the
other party on any and every matter, directly or indirectly arising out of or
with respect to this Lease, including, without limitation, the relationship of
Landlord and Tenant, the use and occupancy by Tenant of the Premises, any
statutory remedy and/or claim of injury or damage regarding this Lease.
Any costs and expenses incurred by Landlord (including, without limitation,
reasonable attorneys' fees) in enforcing any of its rights or remedies under
this Lease shall be deemed to be additional rent and shall be repaid to Landlord
by Tenant upon demand.
Notwithstanding any of the other provisions of this Lease, in the event
Tenant shall voluntarily or involuntarily come under the jurisdiction of the
Federal Bankruptcy Code and thereafter Tenant or its trustee in bankruptcy,
under the authority of and pursuant to applicable provisions thereof, shall have
the power and so using same determine to assign this Lease, Tenant agrees that
(i) Tenant or its trustee will provide to Landlord sufficient information
17
enabling it to independently determine whether Landlord will incur actual and
substantial detriment by reason of such assignment and (ii) "adequate assurance
of future performance" under this Lease, as that term is generally defined under
the Federal Bankruptcy Code, will be provided to Landlord by Tenant and its
assignee as a condition of said assignment.
21. DAMAGES. If this Lease is terminated by Landlord pursuant to
Section 20, Tenant shall, nevertheless, remain liable for all rent and damages
which may be due or sustained prior to such termination, and all reasonable
costs, fees and expenses including, but not limited to, reasonable attorneys'
fees, costs and expenses incurred by Landlord in pursuit of its remedies
hereunder, or in renting the Premises to others from time to time and additional
damages (the "Liquidated Damages"), which shall be an amount equal to the total
rent which, but for termination of this Lease, would have become due during the
remainder of the Term, less the amount of rent, if any, which Landlord shall
receive during such period from others to whom the Premises may be rented (other
than any additional rent received by Landlord as a result of any failure of such
other person to perform any of its obligations to Landlord), in which case such
Liquidated Damages shall be computed and payable in monthly installments, in
advance on the first day of each calendar month following termination of the
Lease and continuing until the date on which the Lease Term would have expired
but for such termination, and any suit or action brought to collect any such
Liquidated Damages for any month shall not in any manner prejudice the right of
Landlord to collect any Liquidated Damages for any subsequent month by a similar
proceeding.
If this Lease is terminated pursuant to Section 20, Landlord may relet the
Premises or any part thereof, alone or together with other premises, for such
term(s) which may be greater or less than the period which otherwise would have
constituted the balance of the Term and on such terms and conditions (which may
include concessions, free rent and/or alterations of the Premises) as are
appropriate to the real estate market (of which the Building is a part) at the
time of such re-letting, but Landlord shall not be liable for, nor shall
Tenant's obligations hereunder be diminished by reason of, any failure by
Landlord to relet the Premises or any failure by Landlord to collect any rent
due upon such reletting, unless Landlord fails to use reasonable efforts to
re-let the Premises.
22. SERVICES AND UTILITIES. Landlord shall provide the following listed
services and utilities, namely:
(a) automatic passenger elevators providing adequate service leading to the
floor on which the Premises are located;
(b) freight elevators providing service to the floor on which the Premises
are located as reasonable scheduling permits;
(c) evening janitorial services to the Premises including removal of trash;
(d) hot and cold water sufficient for drinking, lavatory toilet and
ordinary cleaning purposes from fixtures either within the Premises (if provided
pursuant to this Lease) or on the floor on which the Premises are located;
(e) replacement of lighting tubes, lamp ballasts and bulbs;
(f) extermination and pest control when and if necessary; and
18
(g) maintenance of Common Areas in a manner comparable to other first class
suburban office buildings in the Baltimore-Washington corridor.
Notwithstanding the foregoing, if at any time during the Term and any
extension or renewal thereof, Landlord shall, after reasonable investigation
determine that trash and similar waste generated by Tenant and/or emanating from
the Premises is in excess of that of other standard office tenants within the
Building leasing a premises of the same or similar size to that of the Premises,
Landlord shall xxxx Tenant and Tenant shall pay to Landlord as additional rent
hereunder within thirty (30) days of the date of Landlord's invoice for the
same, those costs and expenses of trash removal which are reasonably
attributable to such excess trash and similar waste generated by Tenant and/or
emanating from the Premises. "Normal Business Hours" as used herein is defined
from 8:00 a.m. to 6:00 p.m. on business days and from 8:00 a.m. to 1:00 p.m. on
Saturdays. Unless otherwise specifically provided in this Section 22, Landlord
shall have no responsibility to provide any services or utilities under this
Section 22 except during Normal Business Hours unless arrangements for
after-hours services have been made pursuant to terms and conditions acceptable
to Landlord and embodied in a separate written agreement between Landlord and
Tenant. Landlord reserves the right to stop service of the HVAC, elevator,
plumbing and electric systems, when necessary, by reason of accident, or
emergency, or for repairs, alterations, replacements, or improvements, which in
the judgment of Landlord are desirable or necessary to be made, until said
repairs, alterations, replacements, or improvements shall have been completed,
provided that in such instances, Landlord shall use reasonable efforts to stop
service to the HVAC, elevator, plumbing and electric systems after Normal
Business Hours. Landlord shall have no responsibility or liability for failure
by Landlord or any other entity to supply HVAC, elevator, plumbing, cleaning,
and electric service, during said period or when prevented from so doing by
laws, orders, or regulations of any Federal, State, County or Municipal
authority or by strikes, accidents or by any other cause whatsoever beyond
Landlord's control. Landlord's obligations to supply services and utilities are
subject to applicable laws and regulations as to energy conservation and other
such restrictions. Any additional air conditioning system, fire protection
system or security system installed by or at the request of Tenant which is not
part of Landlord's base standard tenant improvements for other tenants within
the Building shall be the responsibility of Tenant, and Tenant shall directly
pay all costs of maintenance, repair and operation of the same (including but
not limited to Landlord's costs of operation of its cooling tower or of
Landlord's other mechanical facilities required for Tenant to operate such
additional systems). In the event Tenant shall require any supplemental heat or
air conditioning service for the Premises or any part thereof, Landlord's costs
for the operation of Landlord's cooling tower or of Landlord's other mechanical
facilities required for such supplemental services shall be paid by Tenant to
Landlord as Additional Rent hereunder within thirty (30) days of Landlord's
invoice(s) to Tenant for such costs.
All of Landlord's costs related to Tenant's use or occupancy of the
Premises after Normal Business Hours, including but not limited to Landlord's
costs for (i) services required to maintain any Common Areas resulting from
Tenant's use or occupancy of the Premises after Normal Business Hours, and (ii)
particular services as may be requested by Tenant shall be charged to Tenant at
reasonable rates to be determined by Landlord in accordance with the terms of a
separate letter agreement between Landlord and Tenant to be entered into at such
time hereafter as Landlord has determined such costs based upon expenses of
Tenant's operations
19
within the Building. Tenant shall pay for such services as additional rent
hereunder in accordance with the terms of the aforesaid letter agreement between
Landlord and Tenant. Landlord's obligations to supply services after Normal
Business Hours are subject to applicable laws and regulations as to energy
conservation and other such restrictions.
23. ELECTRIC SERVICE AND HEATING, VENTILATION AND AIR CONDITIONING.
23.1 ELECTRIC SERVICE TO THE PREMISES. As a part of Landlord's completion
of improvements to the Premises described in Section 34 hereof, Landlord shall
cause the Premises to be separately metered for electricity. Tenant shall pay
directly to the utility company or public authority providing such electric
service as and when the same shall be due and payable, all charges, including
adjustment, for electrical services supplied exclusively to the Premises by such
utility company or public authority.
23.2 HEATING, VENTILATING AND AIR CONDITIONING. As a part of Landlord's
improvements to the Premises described in Section 34, Landlord shall install
facilities for heating, ventilating and air conditioning of the Premises
("HVAC"). At all times during the Term of this Lease, Tenant shall be
responsible for and promptly pay, as and when the same become due and payable,
all charges for electrical energy used to operate said HVAC and related
electrical equipment serving the Premises, directly to the utility company or
public authority providing such electrical energy pursuant to the terms of the
preceding Section 23.1.
24. SEVERAL LIABILITY. If the Tenant shall become one or more individuals,
corporations or other entities, whether or not operating as a partnership or
joint venture, then each such individual, corporation, entity, joint venturer or
partner shall be deemed to be both jointly and severally liable for the payment
of the entire rent and other payments specified herein.
25. ACCEPTANCE OF LEASED PREMISES. Tenant shall have reasonable
opportunity, provided it does not thereby interfere with Landlord's work, to
examine the Leased Premises to determine the condition thereof. Upon taking
possession of the Leased Premises, Tenant shall be deemed to have accepted same
as being satisfactory and in the condition called for hereunder, except for
latent defects and punch list items. Tenant shall give Landlord prompt written
notice of such punch list items and Landlord shall use its best efforts to
complete such punch list items within thirty (30) days of the date of such
notice.
26. INABILITY TO PERFORM. This Lease and the obligation of Tenant to pay
rent hereunder and perform all of the other covenants and agreements hereunder
on the part of Tenant to be performed shall in no way be affected, impaired or
excused because Landlord is unable to fulfill any of its obligations under this
Lease or to supply, or is delayed in supplying, any service to be supplied by it
under the terms of this Lease or is unable to make, or is delayed in making any
repairs, additions, alterations, or decorations or is unable to supply, or is
delayed in supplying, any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of strikes or labor troubles or any outside
cause whatsoever including, but not limited to, governmental preemption in
connection with a National Emergency, or by reason of any rule, order or
regulation of any department or subdivision of any government agency or by
reason of the conditions of supply and demand which have been or are affected by
war or other emergency. Similarly, Landlord shall not be liable for any
interference with any services supplied to Tenant by others if such interference
is
20
caused by any of the reasons listed in this Section 26. Nothing contained in
this Section 26 shall be deemed to impose any obligation on Landlord not
expressly imposed by other sections of this Lease; provided, however, that
Landlord shall be liable to Tenant for all reasonable costs incurred by Tenant
in the event Landlord fails to use due diligence or fails to minimize or
mitigate performance under Landlord's control.
27. NO WAIVERS. The failure of Landlord to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Lease, or
to exercise any option herein contained, shall not be construed as a waiver, or
a relinquishment for the future, of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by Landlord of rent,
with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach, and no waiver by Landlord of any provision hereof shall
be deemed to have been made unless expressed in writing and signed by Landlord.
28. ACCESS TO PREMISES AND CHANGE IN SERVICES. Upon advance notice to
Tenant (except in case of accident or emergency as reasonably determined by
Landlord, and except in case of Landlord's janitorial services provided to the
Premises pursuant to the terms of Section 22 hereof) Landlord shall have the
right, without abatement of rent, to enter the Leased Premises at any hour to
examine the same, or to make such repairs and alterations as Landlord shall deem
necessary for the safety and preservation of the Building, and also to exhibit
the Leased Premises to be let. Landlord shall also have the right at any time,
without the same constituting an actual or constructive eviction and without
incurring and liability to Tenant therefor, to change the arrangement and/or
location of entrances or passageways, doors and doorways, and corridors, stairs,
toilets, elevators, or other public parts of the Building, and to change the
name by which the Building is commonly known and/or its mailing address.
29. ESTOPPEL CERTIFICATES. Tenant agrees at any time and from time to time
upon not less than fifteen (15) days' prior notice by Landlord to execute,
acknowledge and deliver to Landlord a statement in writing certifying that this
Lease is unmodified and in full force (or if there have been modifications, that
the same is in full force and effect as modified and stating the modifications)
and the dates to which the rent and other charges have been paid in advance, if
any, and stating whether or not to the best knowledge of the signer of such
certificate Landlord is in default in performance of any covenant, agreement or
condition contained in this Lease and, if so, specifying each such default of
which the signer may have knowledge, it being intended that any such statement
delivered hereunder may be relied upon by third parties not a party to this
Lease.
Tenant agrees to execute the Estoppel Certificate in the form attached
hereto as Exhibit "D" upon acceptance of the Premises.
30. SUBORDINATION. Tenant accepts this Lease, and the tenancy created
hereunder, subject and subordinate to any mortgages, overleases, leasehold
mortgages or other security interests now or hereafter a lien upon or affecting
the Building or the Property or any part thereof. Tenant shall, at any time
hereafter, on request, execute any instruments or leases or other documents that
may be required by any mortgage or mortgagor or overlandlord for the purpose of
subjecting or subordinating this Lease and the tenancy created hereunder to the
lien of any such mortgage or mortgages or underlying lease, and the failure of
Tenant to execute any such instruments, releases or documents shall constitute a
default hereunder.
21
31. ATTORNMENT. Tenant agrees that upon any termination of Landlord's
interest in the Leased Premises, Tenant will, upon request, attorn to the person
or organization then holding title to the reversion of the Leased Premises (the
"Successor") and to all subsequent Successors, and will pay to the Successor all
of the rents and other monies required to be paid by the Tenant hereunder and
perform all of the other terms, covenants, conditions and obligations in this
Lease contained; provided, however, that if in connection with such attornment
Tenant shall so request from such Successor in writing, such Successor will
execute and deliver to Tenant an instrument wherein such Successor agrees that
as long as Tenant performs all of the terms, covenants and conditions of this
Lease, on Tenant's part to be performed, Tenant's possession under the
provisions of this Lease shall not be disturbed by such Successor.
32. NOTICES. All notices, demands and requests required under this Lease
shall be in writing. All such notices, demands and requests shall be deemed to
have been properly given if either sent by United States registered or certified
mail, or overnight by any nationally recognized overnight delivery service,
postage prepaid, addressed (i) if to the Landlord at 0000 Xxxxxx Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxxx 00000, with copies sent to Xxxx Xxxxxx Xxxxxx, Esquire, 0000
Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 or (ii) if to Tenant at the Leased
Premises.
Any party may designate a change of address by written notice to the above
parties, given at least ten (10) days before such change of address is to become
effective.
33. RELOCATION. Intentionally Deleted.
34. TENANT'S SPACE. Attached hereto as Exhibit "C" is a copy of a final
floor plan of the Premises and specifications for improvements to the Premises
as agreed upon by Landlord and Tenant (hereinafter the "Final Plans and
Specifications") specifying the manner in which, at Landlord's expense, Landlord
shall finish the Premises. Landlord will cause all work necessary to renovate
the Premises in accordance with the Final Plans and Specifications to be
commenced promptly upon execution of this Lease and thereafter duly completed.
The improvements to be constructed or installed within the Premises by Landlord
pursuant to this Section 34 and the Final Plans and Specifications are
hereinafter referred to as the "Tenant Improvements".
All alterations, modifications and/or deviations to the Final Plans and
Specifications requested by Tenant shall be made in the form of written change
orders prepared at Tenant's cost and submitted by Tenant to Landlord in writing
for Landlord's prior approval, which approval by Landlord shall not be
unreasonably withheld. All costs incurred for work and material described in
those written change orders requested by Tenant and approved by Landlord shall
be paid by Tenant as additional rent hereunder within thirty (30) days of the
date of Landlord's invoice(s) to Tenant for the same, and the costs of such work
as described in the aforesaid written change orders shall include all costs of
labor and materials incurred by Landlord in the performance of such work, plus
ten (10%) percent for overhead and ten (10%) percent for profit. At Tenant's
request, Landlord shall fully cooperate with Tenant to establish such costs or
estimates thereof in advance of performing the work.
35. QUIET ENJOYMENT. Tenant, upon the payment of rent and the performance
of all the terms of this Lease, shall at all times during the Lease Term and
during any extension or renewal term peaceably and quietly enjoy the Premises
without any disturbance
22
from the Landlord or any other person claiming through the Landlord.
36. VACATION OF PREMISES. Tenant shall vacate the Premises at the end of
the Term of this Lease or any extension or renewal thereof. If Tenant fails to
vacate at such time there shall be payable to Landlord an amount equal to (i)
one hundred and fifty percent (150%) of the monthly Base Rent in effect
immediately prior to the expiration of the Term (as renewed or extended) for the
first thirty (30) days or any part thereof that Tenant holds over, and (ii)
thereafter double the Base Rent in effect immediately prior to the expiration of
the Term (as renewed or extended) for each month or part of a month that Tenant
holds over, plus all other payments provided for herein, and the payment and
acceptance of such payments shall not constitute an extension or renewal of this
Lease. In event of any such holdover, Landlord shall also be entitled to all
remedies provided by law for the speedy eviction of tenants, and to the payment
of all attorneys' fees and expenses incurred in connection therewith.
37. PARTNERS' LIABILITY. It is understood that the Owner of the Building is
a Maryland Limited Partnership. All obligations of said Owner hereunder are
limited to the net assets of the Owner from time to time. No General or Limited
Partner of Owner, or of any successor partnership, whether now or hereafter a
partner, shall have any personal responsibility or liability for the obligations
of Owner hereunder.
38. SEPARABILITY. If any term or provision of this Lease or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease or the application of such term or
provision of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
39. INDEMNIFICATION. To the maximum extent permitted by law and subject to
the waiver and insurance provisions of Section 12.3 herein, each party hereto
agrees that it will indemnify, defend and hold harmless the other party from
claims from personal injury, death or property damage related to incidents
occurring in or about the Premises or the Building which are caused by the
negligence or willful misconduct of that party, its agents, employees or
invitees. When the claim is caused by the joint negligence or willful misconduct
of both Tenant and Landlord, each party's duty to defend, indemnify, and hold
harmless the other party shall be in proportion to that party's allocable share
of the joint negligence or willful misconduct.
40. CAPTIONS. All headings anywhere contained in this Lease are intended
for convenience or reference only and are not to be deemed or taken as a summary
of the provisions to which they pertain or as a construction thereof.
41. BROKERS. Tenant represents that Tenant has dealt directly with, only
with, Smithy Braedon, and Xxxxxxxxx & Xxxx Colliers as brokers in connection
with this Lease, and Tenant warrants that no other broker negotiated this Lease
or is entitled to any commissions in connection with this Lease.
42. RECORDATION. Tenant covenants that it will not, without Landlord's
prior written consent, record this Lease or any memorandum of this Lease or
offer this Lease or any memorandum of this Lease for recordation. If at any time
Landlord or any mortgagee of Landlord's interest in the Leased Premises shall
23
require the recordation of this Lease or any memorandum of this Lease, such
recordation shall be at Landlord's expense. If at any time Tenant shall require
the recordation of this Lease or any memorandum of this Lease, such recordation
shall be at Tenant's expense. If the recordation of this Lease or any
memorandum of this Lease shall be required by any valid governmental order, or
if any government authority having jurisdiction in the matter shall assess and
be entitled to collect transfer taxes or documentary stamp taxes, or both
transfer taxes and documentary stamp taxes on this Lease or any memorandum of
this Lease, Tenant will execute such acknowledgments as may be necessary to
effect such recordations and pay, upon request of Landlord, one half of all
recording fees, transfer taxes and documentary stamp taxes payable on, or in
connection with this Lease or any memorandum of this Lease or such recordation.
43. SUCCESSORS AND ASSIGNS. The covenants, conditions and agreements
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant, and their respective heirs, personal representatives, successors and
assigns (subject, however, to the terms of Article 19 hereof).
44. MODIFICATION. It is understood and agreed that the terms of this Lease
shall be modified, if so required, for the purpose of complying with or
fulfilling the requirements of any party secured under any mortgage or deed of
trust or ground lease now or hereafter of record with respect to the property
provided that such modification shall not be in substantial derogation or
diminution of any of the rights of the Tenant hereto, nor substantially increase
any of the obligations or liabilities of the Tenant.
Failure of Tenant to execute any such modification within fifteen (15) days
after written request will constitute a material default hereunder.
45. INTEGRATION OF AGREEMENTS. This writing is intended by the Parties as a
final expression of their agreement and is a complete and exclusive statement of
its terms, and all negotiations, considerations and representations between the
Parties are incorporated. No course of prior dealings between the Parties or
their affiliates shall be relevant or admissible to supplement, explain, or vary
any of the terms of this Lease. Acceptance of, or acquiescence to, a course of
performance rendered under this Lease or any prior agreement between the Parties
or their affiliates shall not be relevant or admissible to determine the meaning
of any of the terms or covenants of this Lease. Other than as specifically set
forth in this Lease, no representations, understandings, or agreements have been
made or relied upon in the making of this Lease.
46. TENANT'S RIGHT-OF-FIRST REFUSAL. Provided Tenant is not in default of
any of the terms, covenants and conditions of this Lease, Tenant shall have a
continuing right-of-first refusal to lease from Landlord all or any portion of
that certain area containing 5,061 rentable square feet in the aggregate as
shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the
"Expansion Suite"). At any time during the Term, as the same may be renewed or
extended, as Landlord shall enter into good faith meaningful negotiations with a
third party to lease the Expansion Suite, Landlord shall so notify Tenant.
Tenant shall exercise the foregoing right-of-first refusal by delivering written
notice thereof to Landlord within five (5) days of Tenant's receipt of
Landlord's notice. If such right is exercised by Tenant at any time during the
first nine (9) full calendar months of the Term hereof, such Expansion Suite
shall be leased for a term running concurrent with the Term hereof, as the same
may be renewed or
24
extended, at the same Base Rent, and otherwise on substantially the same terms
and conditions (as computed on a per rentable square foot basis) as herein set
forth for the Premises, including those conditions pertaining to leasehold
improvements. If such right-of-first refusal is exercised after the expiration
of the ninth (9th) full calendar month of the Term, the leasing of such
Expansion Suite shall be on those commercially standard terms and conditions as
are mutually acceptable to Landlord and Tenant.
In the event that Tenant exercises the right-of-first refusal granted
herein, Landlord and Tenant shall enter into either an amendment to this Lease
or a new lease agreement for the Expansion Suite within thirty (30) calendar
days of receipt by Landlord of Tenant's notice exercising said right-of-first
refusal. In the event Tenant (i) declines to exercise its right as
above-provided, (ii) Tenant fails to deliver notice thereof within the five (5)
day calendar period, (iii) Tenant fails to execute a lease agreement or an
amendment to this Lease for the Expansion Suite within said thirty (30) day
period, or (iv) an Event of Default has occurred and shall be continuing
hereunder at such time as Tenant shall exercise its right-of-first refusal, then
in any of such events, Landlord may lease the Expansion Suite to such third
party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall
lapse until said space shall again for whatever reason become available for
lease.
47. TENANT'S MOVING ALLOWANCE. Landlord agrees to reimburse Tenant those
reasonable moving and telecommunication change costs and expenses paid or
incurred by Tenant in moving to the Premises in any amount up to but not
exceeding Thirty-Five Thousand Five Hundred and Seventy-Two Dollars ($35,572.00)
(the "Tenant Moving Allowance"). The Tenant Moving Allowance shall be paid by
Landlord to Tenant within thirty (30) days of the date of Tenant's invoice(s) to
Landlord for the costs and expenses paid or incurred by Tenant in moving to the
Premises (which invoice shall be submitted by Tenant to Landlord within fifteen
(15) days of the Commencement Date and shall include reasonable supporting
documentation). In the event Tenant's actual moving costs as shown on its
invoice to Landlord shall be less than the Tenant Moving Allowance, then
Landlord shall apply the difference between Tenant's actual moving costs and
expenses and the Tenant Moving Allowance as a partial credit against Base Rent
first due and payable under Section 5.1.
IN WITNESS WHEREOF, Landlord and Tenant have respectively affixed their
hands and seals to this Lease as of the day and year first above written.
WITNESS OR ATTEST: LANDLORD:
THE KMS GROUP, INC.,
Agent for Owner
/s/ By: /s/ J. Xxxxxxx Xxxxx (SEAL)
------------------------------- -----------------------------
Vice President
WITNESS OR ATTEST: TENANT:
X. X. XXX XXXX & ASSOCIATES, INC.,
a Maryland corporation
/s/ By: /s/ J. Xxxx X. Xxx Xxxx (SEAL)
------------------------------- -----------------------------
Title: President
---------------------------
00
XXXXX XX XXXXXXXX, XXXXXX XX Xxxxxx, TO WIT:
I HEREBY CERTIFY, that on this 30th day of September, 1991, before me, the
undersigned Notary Public of said State, personally appeared J. XXXXXXX
XXXXX, who acknowledged himself to be Vice President of THE KMS GROUP,
INC., Agent for Owner, a Maryland corporation, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained as the
duly authorized Agent by signing the name of the corporation by himself as
Agent.
WITNESS my hand and Notarial Seal.
/s/
--------------------------------
Notary Public
My Commission Expires: 05/01/94
STATE OF Maryland, CITY/COUNTY OF Xxxxxxxxx, TO WIT:
I HEREBY CERTIFY, that on this 27th day of September, 1991, before me, the
undersigned Notary Public of said State, personally appeared J. Xxxx X. Xxx
Xxxx, who acknowledged himself/herself to be a President of X. X. XXX XXXX &
ASSOCIATES, INC., a Maryland corporation, known to me (or satisfactorily proven)
to be the person whose name is subscribed to the within instrument, and
acknowledged that he/she executed the same for the purposes therein contained as
the duly authorized President of said corporation by signing the name of the
corporation by himself/herself as President.
WITNESS my hand and Notarial Seal.
/s/ Xxxxxx Xxxxxxxx
--------------------------------
Notary Public
My Commission Expires: February 1, 1992
26
FIRST AMENDMENT AND EXTENSION TO AGREEMENT OF LEASE
THIS FIRST AMENDMENT AND EXTENSION TO AGREEMENT OF LEASE (this
"Amendment"), made this 30th day of December, 1996, by and between CONSTELLATION
REAL ESTATE, INC., Maryland corporation and Agent for Owner ("Landlord"), and
X.X XXX XXXX & ASSOCIATES, INC., a Maryland corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord, as successor to The KMS Group, Inc., and Tenant have
heretofore entered into that certain Agreement of Lease dated September 30, 1991
(the "Lease"), by the terms of which Landlord leases to Tenant and Tenant rents
from Landlord that premises containing the agreed upon equivalent of 17,786
rentable square feet (the "Premises") more particularly described in the Lease
and situate on the second floor of Landlord's building known as 000 Xxxxxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx 00000 (the "Building") for an
initial term which will expire on December 31, 1996; and
WHEREAS, Landlord and Tenant mutually desire to renew the Term of the Lease
for an additional five (5) year term and to amend the Lease as more particularly
set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend
the Lease as follows:
1. EXTENSION OF TERM. The Term of the Lease is hereby extended for an
additional period of five (5) years, commencing on January 1, 1997 and expiring
on December 31, 2001 (the "First Renewal Term"). As used in the Lease, the word
"Term" shall refer to the initial term described in the Lease, the First Renewal
Term and the Second Renewal Term, if any.
2. AMENDMENT OF SECTION 2.3. The first and second paragraphs of SECTION 2.3
are hereby deleted in its entirety and the following paragraphs are inserted in
lieu thereof:
Provided that Tenant is not in default of any
term, covenant or condition of this Lease beyond any
applicable cure periods, Tenant shall have the option
to extend the Term of this Lease for one (1)
additional period of five (5) years (the "Second
Renewal Term"), to commence on January 1, 2002, upon
the same terms, covenants and conditions as contained
in this Lease, except that Tenant shall pay to
Landlord during the Second Renewal Term, as Base Rent
that amount equal to the "Prevailing Market Rate," as
hereinafter defined.
For the purposes of this Section 2.3, the
term "Prevailing Market Rate" shall mean the average
annual rental including all market concessions,
expressed in dollars per square foot, for space in
the Building then being obtained by Landlord for the
renewal of leases of not less than three (3) years,
covering an area in the Building of not less than
10,000 square feet. If no such area is then being
offered for leasing in the Building, the Prevailing
Market Rate shall be equal to the average annual
rental including all market concessions, expressed in
dollars per square foot, for renewal leases in
comparable office buildings located within the
Columbia, Maryland market place area taking into
consideration the age of the building and the size of
the tenant.
3. BASE RENT DURING FIRST RENEWAL TERM.
3.1 Section 5.1 is hereby amended to include the following amounts of
Annual Base Rent to be payable during the First Renewal Term:
Monthly Installment
Renewal Term Rent p.s.f. Annual Base Rent of Annual Base Rent
------------ ----------- ---------------- ----------------------
1/01/97-12/31/97 $ 15.35 $ 273,015.12 $ 22,751.26
1/01/98-12/31/98 $ 15.79 $ 280,840.92 $ 23,403.41
1/01/99-12/31/99 $ 16.24 $ 288,844.68 $ 24,070.39
1/01/00-12/31/00 $ 16.70 $ 297,026.16 $ 24,752.18
1/01/01-12/31/01 $ 17.18 $ 305,563.44 $ 25,463.62
3.2 Commencing on the first day of the Renewal Term, Section 5.5 shall
be deleted in its entirety.
4. AMENDMENT OF "BASE YEAR BUILDING EXPENSES". Section 5.2.4 is hereby amended
by adding the following sentence at the end thereof:
Commencing on the first day of the First Renewal Term
and continuing thereafter, "Base Year Building
Expenses" shall mean the actual Building Expenses
which Landlord incurs in calendar year 1997.
5. AMENDMENT OF "BASE YEAR TAXES". Section 5.2.5 is hereby amended by adding
the following sentence at the end thereof:
Commencing on the first day of the First Renewal Term
and continuing thereafter, "Base Year Taxes" shall
mean the actual Taxes which Landlord incurs during
the tax year commencing on July 1, 1996 and expiring
on June 30, 1997.
6. TENANT IMPROVEMENT ALLOWANCE. Landlord agrees to reimburse Tenant for the
costs and expenses paid or incurred by Tenant in making certain improvements to
the Premises in an amount up to but not exceeding One Hundred Twenty-Four
Thousand Five Hundred Two Dollars ($124,502.00) (the "Allowance"). In the event
Tenant's actual improvement costs shall be less than the Allowance, then
Landlord shall apply the difference between Tenant's actual improvement costs
and expenses and the Allowance as a partial credit against the amount of Base
Rent then due and payable under Section 5.1. All improvements shall be made in
accordance with Section 9 of the Lease.
7. AMENDMENT OF SECTION 3--RELEASE OF LETTER OF CREDIT. The following sentence
shall be added to the end of SECTION 3:
Notwithstanding anything in this Section 3 to the
contrary, Landlord shall return to Tenant the Letter
of Credit on or before January 1, 1997, and provided
that Tenant is not in default under the terms of this
Lease after the giving of all required notices and
the expiration of all cure periods, Tenant shall not
be required to deposit with Landlord any funds as a
security deposit during the Renewal Term.
8. RATIFICATION OF LEASE. All other terms, covenants and conditions of the
Lease shall remain the same and continue in full force and effect, and shall be
deemed unchanged, except as such terms, covenants and conditions of the Lease
have been amended or modified by this Amendment, and this Amendment shall, by
this reference, constitute a part of the Lease.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
their respective seals as of the day and year first-above written.
WITNESS/ATTEST: LANDLORD:
CONSTELLATION REAL ESTATE, INC.,
Agent for Owner
/s/ BY: /s/ J. Xxxxxxx Xxxxx (SEAL)
----------------------------------- -----------------------------
J. Xxxxxxx Xxxxx,
Senior Vice President
WITNESS/ATTEST: TENANT:
X.X. XXX XXXX & ASSOCIATES, INC.
/s/ BY: /s/ J. Xxxx X. Xxx Xxxx (SEAL)
----------------------------------- -----------------------------
Name: J. XXXX X. XXX XXXX
--------------------------------
Title: President
-------------------------------
STATE OF MARYLAND, COUNTY OF [ILLEGIBLE], to wit:
I HEREBY CERTIFY, that on this 30th day of December, 1996, before me, the
subscriber, a Notary Public of the State of Maryland, personally appeared
J. XXXXXXX XXXXX known to me or satisfactorily proven to be the Senior Vice
President of CONSTELLATION REAL ESTATE, INC., a Maryland corporation, Agent for
Owner, and acknowledged that he executed the foregoing instrument for the
purposes therein contained by signing the name of the Corporation by himself as
such Senior Vice President.
WITNESS my hand and Notarial Seal.
/s/
-------------------------------------
Notary Public
My Commission Expires: 0-0-00
XXXXX XX XXXXXXXX, XXXXXX XX Xxxxxxxxx, to wit:
I HEREBY CERTIFY, that on this 16th day of December, 1996, before me, the
subscriber, a Notary Public of the State of Maryland, personally appeared
J. Xxxx X. Xxx Xxxx, known to me or satisfactorily proven to be the President of
X. X. XXX XXXX & ASSOCIATES, INC., a Maryland corporation, and acknowledged that
he/she executed the foregoing instrument for the purposes therein contained by
signing the name of the Corporation by himself/herself as President.
WITNESS my hand and Notarial Seal.
/s/
-------------------------------------
Notary Public
My Commission Expires: 10/1/99
3
SECOND AMENDMENT AND EXTENSION TO AGREEMENT OF LEASE
THIS SECOND AMENDMENT AND EXTENSION TO AGREEMENT OF LEASE (this
"Amendment"), made this 8th day of May, 2001, by and between NBP 000-000-000,
LLC ("Landlord"), and GETRONICS GOVERNMENT SOLUTIONS, L.L.C., formerly known as
Wang Government Services, Inc. ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord, as successor to The KMS Group, Inc., and X.X. Xxx Xxxx &
Associates, Inc. (the "Original Tenant") have heretofore entered into that
certain Agreement of Lease dated September 30, 1991 and that certain First
Amendment and Extension to Agreement of Lease dated December 30, 1996
(collectively, the "Lease"), by the terms of which Landlord leases to Tenant and
Tenant rents from Landlord that premises containing the agreed upon equivalent
of 17,786 rentable square feet (the "Premises") more particularly described in
the Lease and situate on the second floor of Landlord's building known as 000
Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx 00000 (the "Building")
for a renewal term which will expire on December 31, 2001; and
WHEREAS, pursuant to that certain Assignment and Assumption of Lease dated
January 12, 2000, Original Tenant assigned all of its right, title and interest
under the Lease to Tenant; and
WHEREAS, Landlord and Tenant mutually desire to renew the Term of the Lease
for an additional five (5) year term and to amend the Lease as more particularly
set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend
the Lease as follows:
1. EXTENSION OF TERM. The Term of the Lease is hereby extended for an
additional period of five (5) years, commencing on January 1, 2002 and expiring
on December 31, 2006 (the "Second Renewal Term"). As used in the Lease, the word
"Term" shall refer to the initial term described in the Lease, the First Renewal
Term and the Second Renewal Term.
2. FURTHER RENEWAL RIGHTS. Provided that Tenant is not in default of any term,
covenant or condition of this Lease beyond any applicable cure periods, Tenant
shall have the option to extend the Term of this Lease for one (1) additional
period of five (5) years (the "Third Renewal Term"), to commence on January 1,
2007, upon the same terms, covenants and conditions as contained in this Lease,
except that Tenant shall pay to Landlord during the Third Renewal Term, as Base
Rent that amount equal to the "Prevailing Market Rate," as hereinafter defined.
For the purposes of this SECTION 2, the term "Prevailing Market Rate" shall
mean the average annual rental including all market concessions, expressed in
dollars per square foot, for space in the Building then being obtained by
Landlord for the renewal of leases of not less than three (3) years, covering an
area in the Building of not less than 10,000 square feet. If no such area is
then being offered for leasing in the Building, the Prevailing Market Rate shall
be equal to the average annual rental including all market concessions,
expressed in dollars per square foot, for renewal leases in comparable office
buildings located within the Columbia, Maryland market place area taking into
consideration the age of the building and the size of the tenant.
3. BASE RENT DURING SECOND RENEWAL TERM. SECTION 5.1 is hereby amended to
include the following amounts of Annual Base Rent to be payable during the
Second Renewal Term:
Monthly Installment
Renewal Term Rent p.s.f. Annual Base Rent of Annual Base Rent
------------ ----------- ---------------- -------------------
1/01/02-12/31/02 $ 20.25 $ 360,166.56 $ 30,013.88
1/01/03-12/31/03 $ 20.86 $ 370,971.56 $ 30,914.30
1/01/04-12/31/04 $ 21.48 $ 382,100.70 $ 31,841.73
1/01/05-12/31/05 $ 22.13 $ 393,563.72 $ 32,796.98
1/01/06-12/31/06 $ 22.79 $ 405,370.64 $ 33,780.89
4. AMENDMENT OF "BASE YEAR BUILDING EXPENSES". Section 5.2.4 is hereby amended
by adding the following sentence at the end thereof:
Commencing on the first day of the Second Renewal
Term and continuing thereafter, "Base Year Building
Expenses" shall mean the actual Building Expenses
which Landlord incurs in calendar year 2001.
5. AMENDMENT OF "BASE YEAR TAXES". Section 5.2.5 is hereby amended by adding
the following sentence at the end thereof:
Commencing on the first day of the First Renewal Term
and continuing thereafter, "Base Year Taxes" shall
mean the actual Taxes which Landlord incurs during
the tax year commencing on July 1, 2001 and expiring
on June 30, 2002.
6. TENANT IMPROVEMENT ALLOWANCE. Landlord agrees to reimburse Tenant for the
costs and expenses paid or incurred by Tenant in making certain improvements to
the Premises in an amount up to but not exceeding Eighty-Eight Thousand Nine
Hundred Thirty Dollars ($88,930.00) (the "Allowance"). In the event Tenant's
actual improvement costs shall be less than the Allowance, then Landlord shall
apply the difference between Tenant's actual improvement costs and expenses and
the Allowance as a partial credit against the amount of Base Rent then due and
payable under Section 5.1. All improvements shall be made in accordance with
SECTION 9 of the Lease. Tenant shall have the right to engage its internal
personnel to make the improvements to the Premises which are non-structural in
nature and do not affect any of the mechanical, electrical, or plumbing systems
serving the Premises. The Allowance will be disbursed in accordance with the
following provisions:
(a) Fifty percent (50%) of the Allowance shall be paid by Landlord to
Tenant upon completion of fifty percent (50%) of Tenant's Work, to reimburse
Tenant for amounts actually paid by Tenant in connection therewith to Tenant's
vendors, suppliers or contractors, provided that Landlord shall have received
(i) a certificate signed by Tenant and Tenant's architect setting forth (a) that
the sum then requested was paid by Tenant to contractors, subcontractors,
materialmen, engineers and other persons who have rendered services or furnished
materials in connection with work on the Tenant Work, (b) a complete description
of such services and materials and the amounts paid or to be paid to each of
such persons in respect thereof, and (c) that the work described in the
certificate has been completed substantially in accordance with the Approved
Plans and Specifications and (ii) paid receipts or such other proof of payment
as Landlord shall reasonably require for all such work completed. Landlord shall
reimburse Tenant within thirty (30) days after Landlord's receipt of a written
request for reimbursement from Tenant and shall debit the Allowance therefor.
(b) The portion of Allowance not advanced pursuant to subsection (a)
above shall be paid by Landlord to Tenant upon completion of the Tenant's Work,
to reimburse Tenant for amounts actually paid by Tenant in connection therewith
to Tenant's vendors, suppliers or contractors,
2
provided that Landlord shall have received (i) a certificate in accordance
with the requirements of subsection (a) above, accompanied by lien waivers
satisfactory to Landlord executed by any contractors or subcontractors for
whose labor or material Tenant has previously been reimbursed pursuant to
subsection (a) above, (ii) paid receipts or such other proof of payment as
Landlord shall reasonably require evidencing that final payment has been made
for all materials and labor furnished in connection with the Tenant Work, and
(iii) a copy of a final unconditional certificate of occupancy evidencing
that Tenant may commence occupancy of the Premises for all purposes set forth
in this Lease.
7. TENANT'S TERMINATION RIGHT. Tenant shall have the one time right to
terminate this Lease at the expiration of the fourth Lease Year of the Second
Renewal Term, provided that (i) Tenant gives Landlord at least one (1) year
prior written notice of its intent to terminate the Lease, (ii) there is no
outstanding Event of Default at the time that Tenant notifies Landlord of its
intent to terminate the Lease or as of the date of termination, and (iii)
simultaneously with the delivery of its termination notice, Tenant pays to
Landlord a termination fee in the amount equal to the unamortized amount of
the Allowance paid by Landlord to Tenant in accordance with the provisions of
SECTION 6 applying an interest rate of ten percent (10%) per annum. If Tenant
fails to exercise its termination rights strictly in accordance with the
foregoing provision, this Lease shall remain in full force and effect and
Tenant shall have no further right to terminate this Lease.
8. RATIFICATION OF LEASE. All other terms, covenants and conditions of the
Lease shall remain the same and continue in full force and effect, and shall
be deemed unchanged, except as such terms, covenants and conditions of the
Lease have been amended or modified by this Amendment, and this Amendment
shall, by this reference, constitute a part of the Lease.
9. BROKER. Tenant represents that Tenant has not dealt directly with any
broker in connection with this Amendment and Tenant warrants that no broker
negotiated this Amendment or is entitled to any commissions in connection
with this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under their respective seals as of the day and year first-above written.
WITNESS/ATTEST: LANDLORD:
NBP 000-000-000, LLC
/s/ BY: /s/ Xxxxx X. Xxxxxxx, Xx. (SEAL)
------------------------ ------------------------------
Xxxxx X. Xxxxxxx, Xx.
Senior Vice President
WITNESS/ATTEST: TENANT:
GETRONICS GOVERNMENT SOLUTIONS, L.L.C.
/s/ Xxxxx Xxxxx BY: /s/ Xxxxxx Xxxxxx (SEAL)
------------------------ ------------------------------
Name: Xxxxxx Xxxxxx
Title: Director, Facilities & Real Estate Services
3
STATE OF Maryland COUNTY OF Xxxxxx, TO WIT:
I HEREBY CERTIFY, that on this 8th day of May, 2001, before me, undersigned
Notary Public of said State, personally appeared Xxxxx X. Xxxxxxx, Xx., known to
me or satisfactorily proven to be the person whose name is subscribed to the
within instrument, who acknowledged himself to be the Senior Vice President of
NBP 000-000-000, LLC, a Maryland limited liability company, and acknowledged
that he executed the same for the purposes therein contained as the duly
authorized Senior Vice President of said limited liability company by signing
the name of the limited liability company by himself as Senior Vice President.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year
first above written.
[SEAL] /s/ Xxxxx Xxxxx
-------------------------------------
Notary Public
My commission expires: November 25, 0000
XXXXX XX Xxxxxxxx, XXXXXX XX Xxxxxxx, to wit:
I HEREBY CERTIFY, that on this 4th day of May, 2001, before me, the
subscriber, a Notary Public of the State of Virginia, personally appeared Xxxxxx
Xxxxxx, known to me or satisfactorily proven to be a Director of GETRONICS
GOVERNMENT SOLUTIONS, L.L.C., a Delaware limited liability company, and
acknowledged that he/she executed the foregoing instrument for the purposes
therein contained by signing the name of the limited liability company by
himself/herself as Director.
WITNESS my hand and Notarial Seal.
/s/ Xxxxx X. Xxxx
----------------------------
Notary Public
My Commission Expires: Sept. 30, 2002
4
THIRD AMENDMENT TO AGREEMENT OF LEASE
THIS THIRD AMENDMENT TO AGREEMENT OF LEASE (this "Amendment"), made this
27th day of September, 2001, and is effective as of May 8, 2001, by and between
NBP 000-000-000, LLC ("Landlord"), and GETRONICS GOVERNMENT SOLUTIONS, L.L.C.,
formerly known as Wang Government Services, Inc. ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord, as successor to The KMS Group, Inc., and X.X. Xxx Xxxx &
Associates, Inc. (the "Original Tenant") have heretofore entered into that
certain Agreement of Lease dated September 30, 1991 and that certain First
Amendment and Extension to Agreement of Lease dated December 30, 1996 and that
certain Second Amendment and Extension to Agreement of Lease dated May 8, 2001
(collectively, the "Lease"), by the terms of which Landlord leases to Tenant and
Tenant rents from Landlord that premises containing the agreed upon equivalent
of 17,786 rentable square feet (the "Premises") more particularly described in
the Lease and situate on the second floor of Landlord's building known as 000
Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx 00000 (the "Building");
and
WHEREAS, pursuant to that certain Assignment and Assumption of Lease dated
January 12, 2000, Original Tenant assigned all of its right, title and interest
under the Lease to Tenant; and
WHEREAS, Landlord and Tenant mutually desire to make certain modifications
to the terms of the Second Amendment, as more particularly set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend
the Lease as follows:
1. EFFECTIVE DATE. The Effective Date of this Amendment is May 8, 2001.
2. AMENDMENT TO SECTION 2 OF THE SECOND AMENDMENT (FURTHER RENEWAL RIGHTS).
The following provision is added to the end of SECTION 2 of the Second
Amendment:
In order to exercise its option granted herein, Tenant shall notify
Landlord in writing of its intent to renew not less than two hundred
seventy (270) days prior to the expiration of the Second Renewal Term.
3. AMENDMENT TO SECTION 5 OF THE SECOND AMENDMENT (AMENDMENT OF "BASE YEAR
TAXES") SECTION 5 of the Second Amendment is deleted and the following is
inserted in lieu thereof:
Commencing on the first day of the Second Renewal Term and continuing
thereafter, "Base Year Taxes" shall mean the actual Taxes which Landlord
incurs during the tax year commencing on July 1, 2001 and expiring on June
30, 2002.
4. RATIFICATION OF LEASE. All other terms, covenants and conditions of the
Lease shall remain the same and continue in full force and effect, and
shall be deemed unchanged, except as such terms, covenants and conditions
of the Lease have been amended or modified by this Amendment, and this
Amendment shall, by this reference, constitute a part of the Lease.
5. BROKER. Tenant represents that Tenant has not dealt directly with any
broker in connection with this Amendment and Tenant warrants that no broker
negotiated this Amendment or is entitled to any commissions in connection
with this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under their respective seals as of the day and year first-above written.
WITNESS/ATTEST: LANDLORD:
NBP 000-000-000, LLC
/s/ BY: /s/ Xxxxx X. Xxxxxxx, Xx. (SEAL)
------------------------ ----------------------------
Xxxxx X. Xxxxxxx, Xx.
Senior Vice President
WITNESS/ATTEST: TENANT:
GETRONICS GOVERNMENT SOLUTIONS, L.L.C.
/s/ Xxxxx Xxxxx BY: /s/ Xxxxxx Xxxxxx (SEAL)
------------------------ ----------------------------
Name: Xxxxxx Xxxxxx
Title: Director, Facilities & Real
Estate Services
STATE OF MD COUNTY OF XXXXXX , TO WIT:
----------- -------------
I HEREBY CERTIFY, that on this 27th day of Sept., 2001, before me,
undersigned Notary Public of said State, personally appeared Xxxxx X. Xxxxxxx,
Xx., known to me or satisfactorily proven to be the person whose name is
subscribed to the within instrument, who acknowledged himself to be the Senior
Vice President of AIRPORT SQUARE XIV, LLC, a Maryland limited liability company,
and acknowledged that he executed the same for the purposes therein contained as
the duly authorized Senior Vice President of said limited liability company by
signing the name of the limited liability company by himself as Senior Vice
President.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and
year first above written.
[SEAL] /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Notary Public
My commission expires: 0/0/00
XXXXX XX XXXXXXXX, XXXXXX XX XXXXXXX, to wit:
I HEREBY CERTIFY, that on this 25th day of September, 2001, before me,
the subscriber, a Notary Public of the State of Maryland, personally appeared
Xxxxxx Xxxxxx, known to me or satisfactorily proven to be the Dir. of Facilities
of GETRONICS GOVERNMENT SOLUTIONS, L.L.C., a Delaware limited liability company,
and acknowledged that he/she executed the foregoing instrument for the purposes
therein contained by signing the name of the limited liability company by
himself/herself as Director.
WITNESS my hand and Notarial Seal.
/s/ Xxxxx X. Xxxxx
--------------------------------------
Notary Public
My Commission Expires: Sept. 30, 2002
2
ASSIGNMENT AND ASSUMPTION OF LEASE
AND
CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TO ASSIGNMENT (this
"Assignment") is made and entered into this 12th day of January, 2000 by and
among X.X. Xxx Xxxx & Associates, Inc. a Maryland corporation ("Assignor"), Wang
Government Services, Inc., a Delaware corporation ("Assignee") and NBP
000-000-000, LLC a Maryland Limited Liability Company ("Landlord").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are acknowledged, the parties agree as follows,
1. DEFINITIONS. As used in this Assignment, each of the following terms
shall have the indicated meaning:
1.1 "Lease" means the
Lease Agreement, dated December 30th, 1996
between Landlord and Assignor covering the Premises.
1.2 "Premises" means the premises located at Suite 200 (17,786
rentable square feet), 000 Xxxxxxxx Xxxxxxxx Xxxx located at
000 Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx.
2. ASSIGNMENT AND ASSUMPTION. Effective as of January 15, 2000,
Assignor hereby assigns, transfers, conveys and sets over to
Assignee, its successors and permitted assigns, all of Assignor's
right, title and interest in and to, and all of Assignor's
obligations under the Lease. Assignee hereby accepts this Assignment
and assumes and agrees to be bound by, and to perform all of the
terms, covenants and conditions to be performed by the tenant under
the Lease. Such assignment and assumption are subject to all of the
provisions of this Assignment and the Lease, and to the conditions
set forth in the Consent to Assignment of Landlord.
3. CONSENT TO ASSIGNMENT of Landlord, Subject to the following
conditions, Landlord hereby consents to the assignment of the Lease
by Assignor to Assignee:
3.1 Assignor shall not be relieved of any obligation to be paid
or per-formed by the tenant under the Lease, whether occurring
before, on or after the date of this Assignment, but rather Assignor
and Assignee shall be jointly and severally primarily liable for
such payment and performance;
3.2 This consent shall not be deemed or construed to modify,
amend or affect the provisions of the Lease or the tenant's
obligations under the Lease, which shall continue to apply to the
Premises and the occupants of the Premises as if the Assignment had
not been made;
3.3 Assignee may not further assign the Lease or sublet the
Premises without the prior written consent of Landlord in each
instance, which consent shall not be unreasonably withheld,
conditioned or delayed, except as expressly provided otherwise in
the Lease; and
3.4 Unless agreed otherwise in writing by the Assignor, Assignor
shall be fully released of any and all obligations under the Lease
at the expiration date of the original term of the Lease- or the
current term, as the case may be.
4. GENERAL PROVISIONS. A modification of or amendment to any provision
contained in this Assignment shall be effective only if the
modification or amendment is in writing and signed by the parties to
this Assignment. This Assignment shall inure to the benefit of, and
be binding on, the parties and their respective successors and
permitted assigns. This Assignment shall be governed by, and
construed and interpreted in accordance with, the laws (excluding
the choice of laws, rules) of the State of Maryland, This Assignment
may be executed in any number of duplicate originals or
counterparts, each of which when so executed shall constitute in the
aggregate but one and the same document.
IN WITNESS WHEREOF, Assignor, Assignee and Landlord have executed this
Assignment on the date set forth below.
ASSIGNOR:
X.X. Xxx Xxxx & Associates, Inc.
By /s/ Xxxx Xxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxx
Its Executive Vice President
Date 1/12/00
----------------------------------
ASSIGNEE:
Wang Government Services, Inc.
By /s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
Its President and CEO
Date 1/12/00
----------------------------------
LANDLORD:
NBP 000-000-000, LLC
A Maryland Limited Liability Company
By /s/ Xxxxx X. Xxxxxxx, Xx.
-----------------------------------
Print or Type Name of Signatory:
Xxxxx X. Xxxxxxx, Xx.
Its Senior Vice President
----------------------------------
Date 2/18/00
----------------------------------
