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EXHIBIT 10.8
LEASE
THIS LEASE ("Lease") is made as of the 31 day of May, 1996, by and
between Health Science Properties, Inc., a Maryland corporation (hereinafter
called "HSP") and Corixa Corporation, a Delaware corporation (hereinafter called
"Corixa"). HSP and Corixa are sometime hereinafter referred to as the Parties.
RECITALS
A. HSP has entered into an agreement to purchase that certain real
property and improvements located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx
known as the Eklind Building ("Building").
B. Upon HSP acquiring title to the Building, Corixa desires to lease
from HSP a portion of the Building all in accordance with the terms and
conditions of this Lease.
NOW THEREFORE, on the basis of the foregoing facts and in consideration
of the mutual covenants, representations and provisions contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. Lease of Premises
1.1 HSP hereby leases to Corixa and Corixa hereby leases from
HSP, those certain premises (hereinafter called the "Demised Premises") within
the Building. The Demised Premises are crosshatched on the floor plan attached
hereto as Exhibit "A-1", and are situated on the floor and suite of this
Building as set forth in Section 2.1.2. The real property upon which the
Building is located, and all landscaping, and other improvements and
appurtenances related thereto, are hereinafter collectively referred to as the
"Project", the site plan and legal description for which is attached hereto as
Exhibit "A". All portions of the Project which are for the non-exclusive use of
Corixa in the Building, including without limitation driveways, sidewalks,
parking areas, landscaped areas, service corridors, stairways, elevators, public
restrooms and Building lobbies, are hereinafter referred to as "Common Area".
Notwithstanding any other provision of this Lease, this Lease shall only become
effective upon the closing of the purchase of the Building by HSP.
2. Basic Lease Provisions
2.1 For convenience of the Parties, certain basic provisions
of this Lease are set forth herein. The provisions set forth herein are subject
to the remaining terms and conditions of this Lease and are to be interpreted in
light of such remaining terms and conditions.
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2.1.1 Address of the Building:
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx, 00000
2.1.2 Designation of Corixa's Suite:
Suite: 470
Floor: Fourth
2.1.3 (a) Rentable Area of Demised Premises:
Xxxxx 000 1,232 s.f.
(b) Rentable Area of Building/Project:
46,303 sq. ft.
2.1.4 Monthly Rental Installments of:
1,232 s.f. x $1.42 per s.f. = $1,750.00
2.1.5 Corixa's Pro Rata Share:
2.66% of the Building
2.1.6 (a) Estimated Term Commencement Date:
July 1, 1996
(b) Term Expiration Date:
January 31, 1997
2.1.7 Security Deposit: None
2.1.8 Permitted Use:
Office use as consistent with the applicable
City of Seattle MIO zoning or other
applicable ordinance.
2.1.9 Address for Rent Payment:
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
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Address for Notices to HSP:
0000 Xxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: Xxxxxx Xxxxx
with copies to:
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Address for Notices to Corixa:
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
2.1.10 Guarantor of Lease: None
2.1.11 The following Exhibits are attached hereto
and incorporated herein: A, A-1, D, F
3. The Parties acknowledge that the Demised Premises are currently
occupied by Swedish Medical Center. HSP shall use its reasonable efforts to
deliver possession of the Demised Premises to Corixa on the approximate date set
forth in section 2.1.6 (a). The actual Term Commencement Date shall be the date
the HSP tenders possession of the Demised Premises to Corixa. If HSP fails to
tender possession of the Demised Premises to Corixa on the Estimated Term
Commencement Date for any reason whatsoever, HSP shall have no liability to
Corixa for such failure but Corixa shall not be responsible for the payment of
any Rent (as defined below) until the actual Term Commencement Date. HSP and
Corixa shall each execute and deliver to the other written acknowledgment of the
actual Term Commencement Date when such is established, and shall attach it to
this Lease as Exhibit "F." However, failure to execute and deliver such
acknowledgment shall not affect HSP or Corixa's liability hereunder.
4. Rent. Corixa shall pay to HSP as monthly rent ("Rent") for the
Demised Premises the sum of One Thousand Seven Hundred Fifty and no/100 Dollars
($1,750.00), in advance, commencing on the Term Commencement Date and due on the
first day of each month thereafter, continuing until such time as this Lease is
terminated. The Rent for any partial month shall be prorated based upon a thirty
(30) day month. Rent payment shall be remitted to HSP at the following address:
Health Science Properties, Inc.
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
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Rent not received within five (5) days of its due date shall be subject to a
late fee in the amount set forth in Section 13 below.
5. Operating Costs. HSP shall be responsible for utilities, taxes,
insurance and maintenance costs pertaining to the Property which shall include
elevator, light, power, heat and other utilities and services in such amounts as
presently supplied to the Demised Premises. Corixa shall be responsible for the
cost of any utilities or services provided to the Demised Premises in excess of
that usually furnished or supplied for similar space in the Building. Corixa
shall also be responsible for its own janitorial service, security service,
telephone, and such other specialized services that Corixa may require in
connection with its use of the Demised Premises.
6. Security Deposit. No security deposit shall be required of Corixa in
conjunction with this Lease of the Property.
7. Use. The Property shall be used by Corixa, its employees, and its
authorized agents for the sole purpose of office use.
8. Condition of Property. The Demised Premises shall be delivered by
HSP to Corixa in its then "as is" condition. Corixa acknowledges that neither
HSP nor any agent of HSP has made any representation or warranty with respect to
the condition of the Demised Premises, or with respect to the suitability for
the conduct of Corixa's business except as expressly set forth in this Lease.
HSP reserves full control over the Demised Premises to the extent not
inconsistent with Corixa's enjoyment of the Demised Premises. This reservation
includes but is not limited to the right of HSP to subdivide the Property, the
right to grant easements, leases and licenses to others and the right to
maintain or establish ownership of Property separate from fee title to land.
Corixa shall, should HSP so request, promptly join with HSP in execution of such
documents as may be reasonably appropriate to assist HSP to implement any such
action provided Corixa need not execute any document which is of the nature
wherein liability is created in Corixa or if by reason of the terms of such
document, Corixa will be deprived of the quiet enjoyment and use of the Demised
Premises as granted by this Lease, or if Corixa's use of the Demised Premises
will be materially diminished.
9. Indemnification. Corixa hereby agrees to defend, indemnify and hold
harmless HSP, its employees, officers and agents, from and against any and all
lawsuits, claims, losses, costs, causes of action, judgments, liabilities,
damages and expenses (including but not limited to attorney's fees) of any kind
whatsoever, including, but not limited to injury or death to person or damage to
property occurring within or about the Property arising directly or indirectly
out of Corixa's, its employees, agents, authorized consultants or guests use or
occupancy of the Property, or a breach or default by Corixa in the performance
or lack of performance of this Lease, except if caused by the sole negligence or
willful act of HSP.
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10. Insurance. At all times during which Corixa is conducting any
activities on the Property, and at all times during the term of this Lease,
Corixa shall, at its own cost and expense, obtain and maintain in effect
comprehensive general liability insurance, covering all aspects of Corixa
operations, with policies naming HSP as additional insured thereunder, with
bodily injury and property damage coverage, both primary and secondary, of at
least Two Million Dollars ($2,000,000) combined single limit, and containing an
obligation of the insurer to defend all named insureds in the event of any and
all claims covered thereby, and shall provide to HSP a certificate evidencing
such coverage prior to Corixa entering upon the Property and commencing any
activities on the Property and thereafter during the term of this Lease or any
extension thereof. The insurance required in this paragraph shall be with an
insurance company or companies licensed to do business in the State of
Washington. All the insurance policies referred to in this paragraph shall
contain a provision that they cannot be canceled without first giving HSP thirty
(30) days' notice in writing of the insurance carriers' intention to do so. Upon
written request, HSP shall receive a copy of all such policies and endorsements.
11. Assignment. Corixa shall not, either voluntarily or by operation of
law, directly or indirectly, sell, hypothecate, assign, pledge, sublease,
encumber, or otherwise transfer this Lease, or permit or suffer the Property to
be used or occupied by anyone other than Corixa without the prior consent of
HSP, which consent may be withheld in HSP's sole and absolute discretion.
12. Default. The failure of Corixa to make any payment of Rent when
due, where such failure shall continue for a period of five (5) days after the
due date therefor, or the failure of Corixa to perform any other obligation
where such failure continues for a period of ten (10) days after written notice
thereof from HSP to Corixa, shall constitute a material default and breach of
this Lease. In the event of such a default by Corixa, HSP may terminate Corixa's
right to possession by any lawful means, in which case this Lease shall
terminate and Corixa shall immediately surrender possession of the Property to
HSP, and repair and restore the Property to the condition existing prior to
Corixa's possession. In addition, if any installment of Rent due from Corixa is
not received by HSP within five (5) days of its due date, Corixa shall pay to
HSP One Hundred Five and no/100 Dollars ($105.00) as a late fee. No delay or
omission in the exercise of any right or remedy of HSP upon default by Corixa
shall impair such right or remedy or be construed as a waiver of such default.
13. HSP's Property. All fixtures attached to, and a part of the
Building are, and shall remain, the property of HSP at the termination of this
Lease.
14. Locks. No locks or bolts of any kind shall be placed upon any of
the Property or Demised Premises by Corixa, nor any changes be made to existing
locks or the mechanism on the Property or Demised Premises thereof without HS
P's prior written consent which may be withheld at its sole discretion.
15. Nuisance. Corixa shall not do or permit anything to be done in or
about the Property which shall obstruct or interfere with the rights of other
tenants of the Property, or
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adjoining property users or injure or annoy them or knowingly permit any
nuisance or waste in, on or about the Property. No signs or advertisement shall
be exhibited, painted or affixed by Corixa on any part of the Property without
the prior written consent of HSP except such signage as may be required by
government regulation or safety purposes.
16. Holdover. If Corixa remains in possession of the Demised Premises
after the termination of this Lease without the express written consent of HSP,
Corixa shall become a tenant at sufferance upon the terms of this Lease except
the monthly Rent shall be equal to 150% of the monthly Rent in effect during the
last thirty (30) days of the lease term.
17. Taxes. Corixa shall be responsible for any taxes imposed against
any personal property owned, located, used or stored by Corixa within the
Property.
18. Alterations. Corixa shall make no alterations or improvements
within or to the Property or Demised Premises, without HSP's prior written
consent, which approval HSP may withhold in its sole discretion. Corixa agrees
that it shall not obstruct or otherwise interfere with the free access to
utilities or service facilities of the Property. Notwithstanding the foregoing,
HSP hereby consents to the purchase and installation, by Corixa and at Corixa's
sole expense, of a window package air conditioning unit to be installed at the
Demised Premises, provided, however, such unit is of a size and type comparable
to window air conditioning packages existing at the Building, and that upon the
written request of HSP, Corixa shall, at the sole expense, remove the unit and
restore the window at termination of this Lease.
19. Repair and Maintenance. Corixa shall, at its sole cost and expense,
keep the Demised Premises in a clean and good condition and repair, and free
from damage thereto, ordinary wear and tear excepted, and shall surrender the
Property to HSP in as clean and good condition (broom clean and walls patched
and painted as necessary) as when received, ordinary wear and tear excepted.
20. HSP's Entry. HSP and its agents shall have the right, upon
reasonable notice to Corixa, to enter the Property, for the purpose of showing
the space to prospective tenants, servicing utilities, making repairs and for
any other reason related to HSP's ownership and management of the Property.
21. Estoppel Certificate. Within ten (10) days of written notice from
HSP, Corixa shall execute and acknowledge and deliver a statement certifying
that this Lease is in full force and effect, or if modified, the nature of the
modification; acknowledging there are not to Corixa's knowledge, defaults on the
part of HSP hereunder, or specifying such defaults if such are claimed; and
setting forth such other information with respect to this Lease as may be
requested. Any such information may be relied upon by any prospective purchaser
or encumbrancer of the Property. Corixa's failure to deliver such statement
within such time shall, at the option of HSP, constitute a default under this
Lease and shall be deemed conclusive upon Corixa that the Lease is in full force
and effect and without modification except as represented by HSP in any
certificate prepared by HSP and delivered to Corixa for signature.
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22. Time is of the Essence. Time is of the essence with respect to the
performance of every provision of this Lease.
23. Validity. The invalidity, in whole or in part, of any terms or
conditions of this Lease, shall not affect the validity of any other terms or
conditions.
24. Prior Agreements. This Lease contains all agreements and
understandings of the Parties with respect to any matter mentioned herein.
Except as otherwise stated in this Lease, Corixa hereby acknowledges that
neither HSP nor any of its employees or agents has made any oral or written
warranties or representations to Corixa relative to the condition or use by
Corixa of the Property.
25. Attorney's Fees. If either HSP or Corixa commences an action
against the other party arising out of or in connection with this Lease, the
prevailing party shall be entitled to have and recover from the non-prevailing
party reasonable attorney's fees and costs of suit. "Prevailing party" shall
include a party who dismisses an action for recovery hereunder in exchange for
sums allegedly due, performance of covenants allegedly breached or consideration
substantially equal to the relief sought in the action. This Lease shall be
construed and enforced according to the laws of the State of Washington. The
parties acknowledge that in the event of any dispute concerning this Lease, that
any lawsuit or other action shall be filed only in the courts of the COUNTY OF
KING, WASHINGTON.
26. Liens. Corixa shall keep the Property, free from any liens arising
out of any work performed, materials furnished or obligations incurred by Corixa
and agrees that any mechanics lien filed against the Property for work claimed
to have been done for, or for materials claimed to have been furnished to Corixa
shall be discharged by Corixa, at its sole expense, within ten (10) days after
Corixa's receipt of written notice from HSP.
27. Limitation of HSP's Liability. If HSP is in default of this Lease,
and as a consequence, Corixa recovers a money judgment against HSP, the judgment
shall be satisfied only out of the proceeds of sale received on. execution of
the judgment and levy against the right, title and interest of HSP in the
Property, and out of rent or other income from such real property receivable by
HSP or out of the consideration received by HSP from the sale, financing,
refinancing, or other disposition of all or any part of HSP's right, title, and
interest in the Property. The shareholders, directors, officers, employees,
and/or agents of HSP shall not be personally liable and no shareholder,
director, officer, employee or agent of HSP shall be sued or named as a party in
any suit or action or service of process made against any shareholder, director,
officer, employee or agent of HSP. The covenants of this Section 28 shall
survive the termination of this Lease.
28. Rules and Regulations. Corixa shall have the non-exclusive right,
in common with others, to use the Common Areas, subject to the rules and
regulations adopted by HSP and attached hereto as Exhibit "D" together with such
other reasonable and nondiscriminatory rules and regulations as are hereafter
promulgated by HSP in its discretion (the "Rules and Regulations").
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29. Parking. Corixa shall have no right to use ally parking facilities
serving the Building.
30. Brokers. Corixa represents and warrants that it has had no dealings
with any real estate broker or agent in connection with the negotiation of this
Lease and that it knows of no other real estate broker or agent who is or might
be entitled to a commission in connection with this Lease. Corixa agrees to
defend and indemnify HSP from claims by any broker asserting entitlement to a
commission by reason of representing Corixa in procuring this Lease.
31. Hazardous Materials/Prohibition/Compliance. Corixa shall not cause
or permit any Hazardous Material (as hereinafter defined) to be brought upon,
kept or used in or about the Demised Premises or the Project in violation of
applicable law by Corixa, its agents, employees, contractors or invitees. If
Corixa breaches the obligation stated in the preceding sentence, or if, as a
result of Corixa, the presence of Hazardous Materials results in contamination
of the Demised Premises, the Building, the Project or any adjacent Property or
if, as a result of Corixa, contamination of the Demised Premises, the Building,
the Project or any adjacent Property by Hazardous Material otherwise occurs
during the term of this Lease or any extension or renewal hereof or holding over
hereunder, then Corixa shall indemnify, defend and hold HSP, its agents and
contractors harmless from any and all claims, judgments, damages, penalties,
fines, costs, liabilities, or losses (including without limitation diminution in
value of the Demised Premises or any portion of the Project, damages for the
loss or restriction on use of rentable or usable space or of any amenity of the
Demised Premises or Project, damages arising from any adverse impact on
marketing of space in the Demised Premises or the Project, and sums paid in
settlement of claims, attorneys' fees, consultant fees and expert fees) which
arise during or after the Lease term as a result of such contamination. This
indemnification of HSP by Corixa includes, without limitation, costs incurred in
connection with any investigation of site conditions or any cleanup, remedial,
removal, or restoration work required by any federal, state or local
governmental agency or political subdivision because of Hazardous Material
present in the air, soil or ground water above on or under the Demised Premises.
Without limiting the foregoing, if the presence of any Hazardous Material on the
Demised Premises, the Building, the Project or any adjacent Property, caused or
permitted by Corixa results in any contamination of the Demised Premises, the
Building, the Project or any adjacent Property, Corixa shall promptly take all
actions at its sole expense as are necessary to return the Demised Premises, the
Building, the Project or any adjacent Property, to the condition existing prior
to the time of such contamination, provided that FISP s approval of such action
shall first be obtained, which approval shall not unreasonably be withheld so
long as such actions would not potentially have any material adverse long-term
or short-term effect on the Demised Premises, the Building or the Project.
32. Notices. Any notice, consent, demand, xxxx, statement, or other
communication required or permitted to be given hereunder must be in writing and
may be given by personal delivery or by mail, and if given by mail shall be
deemed sufficiently given three (3) business days after time when deposited in
United States Mail if sent by registered or certified mail, addressed to Corixa
or HSP at the addresses shown in Section 2.1.9 above.
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Either party may, by notice to the other given pursuant to this
Section, specify additional or different addresses for notice purposes. Notices
hereunder may also be given by reputable overnight courier and shall be deemed
given one (1) business days after deposited with a reputable overnight courier
service, addressed as set forth above.
33. Authority. That individual or those individuals signing this Lease
guarantee, warrant and represent that said individual or individuals have the
power, authority and legal capacity to sign this Lease on behalf of and to bind
all entities, corporations, partnerships, joint venturers or other organizations
and/or entities on whose behalf said individual or individuals have signed.
The Parties hereto have executed this Lease at Seattle, Washington on the date
set forth above.
HEALTH SCIENCE PROPERTIES, INC. CORIXA CORPORATION
By: /s/ XXXX XXXXXXXX By: /s/ XXXX XXXXXX
------------------------------ ------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxx XxXxxx
---------------------------- ----------------------------
Title: Senior Vice President Title: COO
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EXHIBIT "A"
[SCHEMATIC FOR EKLIND HALL PROPERTY]
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EXHIBIT "A-1"
[FLOOR PLAN OF PROPERTY]
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EXHIBIT "D"
RULES AND REGULATIONS
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The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or hall shall not be obstructed or used for any purpose
other than ingress or egress.
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No awnings or other projections shall be attached to the outside walls
of the Building.
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The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed, nor shall any bottles, parcels or
other articles be placed on the windowsills. If Tenant desires window curtains,
the same must be of such uniform shape, color, material and make as may be
prescribed by Landlord. Neither the interior not the exterior of any windows
shall be coated or otherwise sunscreened without Landlord's prior written
consent.
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No sign, advertisement or notice shall be exhibited, painted or affixed
by Tenant on any part of or so as to be seen from the outside of, its Premises
or the Building without Landlord's prior written consent. in the event of
Tenant's violation of the foregoing, Landlord may remove the same without any
liability and may charge the expense incurred in such removal to Tenant. All
signs whether on doors, directory tablets or elsewhere, shall be inscribed,
painted or affixed for Tenant by Landlord at the expense of Tenant, and shall be
of a size, color and style acceptable to Landlord.
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The bulletin board or directory of the Building will be provided
exclusively for the display of the name and location of Tenant only; and
Landlord reserves the right to exclude any other names therefrom, and each and
every name in addition to the name of Tenant placed upon such bulletin board or
directory, shall be subject to Landlord's prior written consent (and if approved
by Landlord, all costs therefor shall be paid by Tenant). Any such listings or
representations, once installed, shall be subject to relocation or removal upon
Landlord's written request for any reason (except that any such relocations or
removals at Landlord's request, unless such request is based upon Tenant's
breach of the Lease, of which these Rules and Regulations are a part, shall be
paid for by Landlord), and Tenant shall pay for the removal of any such listings
or representations upon its departure from its Premises. Tenant shall be
entitled to one column line of such bulletin board or directory.
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All doors opening into public corridors shall be kept closed, except when being
used for ingress and egress.
-7-
Except as allowed under Tenant's Lease, Tenant shall not xxxx, paint, drill or
bore into, cut or string wires in, lay linoleum or other floor coverings in, or
in any way deface any part of its Premises or the Building, except with
Landlord's prior written consent and as Landlord may direct.
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All keys shall be obtained from Landlord and neither Tenant, its agents or
employees shall have any duplicate keys made. Except in such areas as Tenant and
Landlord may agree are confidential or "security" spaces, no additional locks or
bolts of any kind shall be placed upon any of the doors or windows by Tenant,
nor shall any changes be made in existing locks or the mechanisms thereof.
Tenant must, upon the termination of its tenancy, give to Landlord all keys
pertaining to the Premises and the Building, and in the event of the loss of any
keys so furnished, Tenant shall pay Landlord the cost of replacing same or of
changing the lock or locks opened by such lost key(s) if Landlord shall deem it
necessary to make such change.
-9-
No windows or other air conditioning or heating units or other similar apparatus
shall be installed or used by Tenant without Landlord's prior written consent.
Tenant shall not be permitted upon the roof at any time.
-10-
The water and wash closets and other plumbing fixtures shall not be used for any
purpose other than those for which they were constructed and no sweepings,
rubbish, rags or other substances shall be thrown therein. All damages resulting
from any misuse of the fixtures by Tenant of its servants, employees, agents,
visitors or licensees shall be borne by Tenant.
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All removals from, or the carrying in or out of the Building of any safes,
freight, furniture, heavy or bulky matter of any description, must take place
only between the hours of 9:00 and 11:00 A.M., and 2:00 and 4:00 P.M. of days
other than Saturdays, Sundays and holidays (no moving being permitted on
Saturdays, Sundays or holidays without special permission) and must be made upon
previous written notice to Landlord and under its supervision, and the persons
employed by Tenant for such work must be acceptable to Landlord. Landlord
reserves the right to inspect all safes or other heavy or bulky equipment or
articles, the weight of which may
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exceed the floor load for which the Building is designed, or such equipment or
articles as may violate any of the provisions of the Lease of which these Rules
and Regulations are a part. Tenant shall not use any machinery or other bulky
articles in the Premises, even though its installation may have been permitted,
which may cause any noise, or jar, or tremor to the floors or walks, or which by
its weight might injure the floor of the Building.
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Neither Tenant nor its servants, employees, agents, visitors or licensees shall
at any tune bring or keep upon the Premises any flammable, combustible or
explosive fluid, chemical or substance, except for a reasonable quantity of such
material reasonably necessary for the conduct of Tenant's trade or business.
-13-
Tenant shall not, without Landlord's prior written consent, occupy or permit any
portion of the Premises to be occupied or used for other than as provided under
Section 2.1.9 of the Lease. The Premises shall not be used for lodging or
sleeping.
-14-
Tenant shall not make, or permit to be made, any unseemly or disturbing noises,
or disturb or interfere with occupants of the Building or neighboring buildings
or premises or those having business with it by the use of any musical
instrument, radio, phonographs or unusual noise, or in any other way. Neither
Tenant nor its servants, employees, agents, visitors or licensees shall throw
anything out of doors, windows or skylights or down the passageways.
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No motorized vehicles, birds or non-laboratory animals of any kind shall be
brought into or kept in or about Tenant's Premises and no cooking shall be done
or permitted by Tenant in its Premises, except that the preparation of coffee,
tea, hot chocolate, pastries, sandwiches and similar microwaveable items for
Tenant, its employees and visitors shall be permitted provided such activities
do not otherwise violate the Lease of which these Rules and Regulations are part
and provided power shall not exceed that amount which can be provided by a 30
amp circuit. Tenant shall not cause or permit any unusual or objectionable odors
to be produced in or emanate from the Premises.
-16-
There shall not be used in any space, or in the public halls of the Building,
any hand trucks except those equipped with rubber tires and side guards.
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-17-
No vending or coin operated machines shall be placed within the Premises without
Landlord's prior written consent.
-18-
No person shall be employed by Tenant to do janitorial work in any Common Area
of said Building without Landlord's prior written consent. Any person employed
by Tenant to do janitorial, maintenance or similar work in the Common Areas with
Landlord's consent shall, while in the Building, be subject to and under the
control and direction of Landlord or its agent or representative (but not as an
agent or servant of Landlord) and Tenant shall be responsible for all acts of
such persons.
-19-
Landlord shall have the right to prohibit any advertising by Tenant which, in
Landlord's opinion, tends to impair the reputation of the Building or its
desirability as an office building, and upon written notice from Landlord,
Tenant shall refrain from or discontinue such advertising. Nothing in this
provision, however, shall be construed to prevent Tenant from installing
reasonable signage at the Building identifying Tenant provided such signage is
located at a place and is of a size and is constructed of a material acceptable
to Landlord.
-20-
Canvassing, soliciting and peddling in the Building are prohibited and Tenant
shall cooperate to prevent same.
-21-
Landlord reserves the right to control access to the Building by all persons
after reasonable hours of generally recognized business days and at all hours on
Sundays and legal holidays. Tenant shall be responsible for all persons for whom
it requests after-hours access and shall be liable to Landlord for all acts of
such persons. Landlord assumes no responsibility and shall not be liable for any
damage resulting from the admission of any unauthorized person to the Building.
Upon request Tenant shall provide Landlord with a description and license plate
number of all its personnel's vehicles utilizing parking at the Building.
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Landlord reserves the right to exclude or expel from the Building any person
who, in the judgment of Landlord, is intoxicated or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of the Rules
and Regulations of the Building.
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Landlord and Tenant agree that there shall be no consent to any waiver of any of
these Rules or Regulations unless said waiver is done in writing and
acknowledged by Landlord.
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Landlord reserves the right at any time to change or rescind any one or more of
these Rules or Regulations, or to make such other and further reasonable Rules
and Regulations as in Landlord's judgment may from time to time be necessary for
the management, safety, care and cleanliness of the Premises and Building, and
for the preservation of good order therein, as well as for the convenience of
other occupants and tenants therein. Landlord shall not be responsible to Tenant
herein or to any other person for the non-observance of the Rules and
Regulations by any other tenant or other person. Tenant shall be deemed to have
read these Rules and Regulations and to have agreed to abide by them as a
condition to its occupancy of the Premises.
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EXHIBIT "E"
FORM OF ESTOPPEL CERTIFICATE
This Tenant Estoppel Certificate (this "Certificate"), dated as of
1995, is executed by _________________________ ("Lessee") in favor of Health
Science Properties, Inc., a Maryland corporation ("Lessor") and _______________
("______________").
Recitals
A. Lessee and Lessor have entered into a Lease Agreement dated as of
____________ ("Lease") for a portion of the Property located at
____________________ (the "Property").
B. Pursuant to the Lease, Lessee has agreed that upon the request of
Lessor, Lessee would execute and deliver a tenant estoppel certificate
certifying to the status of the Lease.
X. Xxxxxx has requested that Lessee execute this Certificate. Lessee
certifies, warrants, and represents to Lessor and _______ as follows:
Section 1. Lessee.
Lessee is the lessee of the Property (the "Leased Premises"), pursuant
to the Lease, a correct copy of which is attached as Exhibit A.
Section 2. Leased Premises.
The Leased Premises consist of ______________ () square feet of the (-)
floor of the Property, as more particularly described in the Lease.
Section 3. Full Force of Lease.
As of the date of this Certificate the Lease is in full force, has not
been terminated, and is enforceable in accordance with its terms, subject only
to any offsets, counter-claims, or defenses of Lessee as set forth in Section 14
hereof.
Section 4. Complete Agreement.
The Lease constitutes the complete agreement between Lessor and Lessee
for the Leased Premises and the Property, and no amendments, modifications or
extensions to the Lease, either written or oral, currently exist other than
_______________________________________________________________________________
______________________________________________________________________________.
Section 5. Acceptance of Leased Premises.
Lessee has accepted and is currently occupying the Leased Premises.
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Section 6. Lease Term.
The term of the Lease commenced on __________ and ends on subject to
the following options to extend: ____________________________________________.
Section 7. Purchase Rights.
Lessee has no option, right of first refusal right, of first offer, or
other right to purchase all or any portion of the Leased Premises or all or any
portion of the Property, except as follows:
____________________________________________________________________________.
Section 8. Rights of Lessee.
Except as expressly stated in this Certificate, Lessee:
(a) has no right to renew or extend the term of the Lease;
(b) has no option or other right to purchase all or any part of the
Leased Premises or all or any part of the Property;
(c) has no right, tide; or interest in the Leased Premises, other than
as Lessee under the Lease.
Section 9. Rent.
(a) The rent under the Lease is current, and Lessee is not in default
in the performance or any of its obligations under the Lease.
(b) Lessee is currently paying base rent under the Lease in the amount
of $______ per month. Lessee has not received and is not entitled to any
abatement, refunds, rebates, concessions or forgiveness of rent or other
charges, free rent, partial rent, or credits, offsets or reductions in rent,
except as follows: _______________________________________.
(c) Lessee's estimated share of operating expenses, common area
charges, insurance, real estate taxes and administrative and overhead expenses
is ___% and is currently being paid at the rate of $________ per month.
(d) To the best of Lessee's knowledge, there are no existing defenses
or offsets against rent due or to become due under the terms of the Lease, and
there has been no default or other wrongful act or omission by the landlord
under the lease or otherwise in connection with Lessee's occupancy of the Leased
Premises, except as follows:
_____________________________________________________________________________
_____________________________________________________________________________.
(If none, please state "None").
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Section 10. Security Deposit.
The amount of Lessee's security deposit held by Lessor under the Lease
is ___________________ Dollars ($____________).
Section 11. Prepaid Rent
The amount of prepaid rent, separate from the security deposit, is
Dollars __________________________ ($_______) covering the period from
__________________ to __________________.
Section 12. Insurance.
All insurance, if any, required to be maintained by Lessee under the
Lease is presently in effect.
Section 13. Tenant Improvements.
All construction of buildings, site improvements and facilities and
interior tenant improvements and other requirements respecting the Leased
Premises which Lessor was to have performed in accordance with the terms of the
Lease have been performed and completed in all respects and accepted by Lessee,
except. All tenant allowances, reimbursements for construction costs and other
similar sums agreed to be paid by the landlord respecting the Leased Premises
have been paid, except as follows:
_______________________________________________.
Section 14. Lessor's Obligations.
As of the date of this Certificate, to the best of Lessee's knowledge,
Lessor has performed all obligations required of Lessor under the Lease; no
offsets, counterclaims, or defenses of Lessee under the Lease exist against
Lessor; and no events have occurred that, with the passage of time or the giving
of notice, would constitute a basis for offsets, counterclaims, or defenses
against Lessor, except as follows: __________________________________________
_____________________________________________________________________________.
Section 15. Assignments by Landlord.
Lessee has received no notice of any assignment, hypothecation or
pledge of the Lease or rentals under the Lease by Landlord.
Section 16. Assignments by Lessee.
Lessee has not sublet or assigned the Leased Premises or leased any
portion thereof to any sublessee or assignee. No one except Lessee and its
employees will occupy the Leased Premises. The address for notices to be sent to
Lessee is as set forth in the Lease.
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Section 17. Environmental Matters.
(a) To the best of Lessee's knowledge, the use maintenance and
operation of the Leased Premises will at all times comply with all applicable
federal, state, county and local statutes, laws, rules and regulations of any
governmental authorities relating to environmental, health or safety matters
(collectively, "Environmental Laws").
(b) The undersigned represents and warrants that it has not
used, generated, released, discharged, stored or disposed of any hazardous
waste, toxic substances or related materials (collectively "Hazardous
Materials") on, under, in or about the Leased Premises, or transported any
Hazardous Materials to or from the Leased Premises, other than Hazardous
Materials used in the ordinary and commercially reasonable course of Lessee's
business in compliance with all Environmental Laws. The term "Hazardous
Materials" shall mean (a) any "hazardous substance" as such term is presently
defined in Section 101(14) of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S. C. S 9601 et seq.)
and any regulations promulgated thereunder ("CERCLA"), (b) any additional
substances or materials which are hereafter incorporated in or added to the
definition of "hazardous substances," "hazardous waste," "toxic substances" or
"toxic waste" under any other Environmental Law or other law applicable to the
Leased Premises or under regulations promulgated pursuant thereto.
(c) Lessee will not use the Leased Premises for any activities
which, directly or indirectly, involve the use, generation, treatment, storage,
transportation or disposal of any petroleum product or any Hazardous Material
(other than in the ordinary course of the business to be conducted by Lessee in
full compliance with applicable Environmental Laws and in a manner which will
not pose a hazard to the Health and safety of the occupants of the Leased
Premises or any other property).
(d) Lessee has not received any notice, written or oral, of
violation of any Environmental Law or of any allegation which, if true, would
contradict anything contained herein and there are no writs, injunctions,
decrees, orders or judgments outstanding, no lawsuits, claims, proceedings or
investigations pending or threatened, relating to the use, maintenance or
operation of the Leased Premises, nor is Lessee aware of a basis for any such
proceeding.
Section 18. Notification by Lessee.
From the date of this Certificate and continuing until ___________
Lessee agrees to immediately notify Lessor and ________________ at the following
addresses, on the occurrence of any event or the discovery of any fact that
would make any representation contained in this Certificate inaccurate:
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Health Science Properties, Inc.
0000 Xxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Gold
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Lessee makes this Certificate with the knowledge that it will be relied
on by __________________________ in agreeing to _______________________________.
Lessee has executed this Certificate as of the date first written above
by the persons named below, who are duly authorized to do so.
LESSEE: _______________________________
By: ___________________________________
Its: __________________________________
Dated: ________________________________
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EXHIBIT "F"
Acknowledgment of Term Commencement Date
This acknowledgment is made pursuant to Section 3 of that certain Lease
dated ___________, 1996, by and between Health Science Properties, Inc., a
Maryland Corporation, Landlord, and ____________________________ a
___________________ corporation, Tenant, with respect to _______________ of
______________________________________________ in the County of
_____________________________, ________________________________________.
We hereby acknowledge that the Term Commencement Date of the Lease with
respect to _________________ is _____________ ___, 1996.
ACCEPTED:
("Landlord")
Health Science Properties, Inc.,
a Maryland Corporation
By: _______________________________
Its: ______________________________
Date: _____________________________
ACCEPTED:
("Tenant")
___________________________________
a ________________ corporation
By: _______________________________
Its: ______________________________
Date: _____________________________
