THE XXXXXXX PLACE CORPORATION
("Landlord")
LEASE
with
STARTEC GLOBAL COMMUNICATIONS CORPORATION,
("TENANT")
TABLE OF CONTENTS
-----------------
1. DEMISED PREMISES 4
2. TERM 4
3. USE 5
4. MINIMUM RENT 5
5. TAXES AND OPERATING EXPENSES; ADDITIONAL RENT 5
6. RENTAL ESCALATION 7
7. SECURITY DEPOSIT 7
8. DELETED
9. COMPLETION OF PREMISES 8
10. RULES AND REGULATIONS 8
11. SERVICES 9
12. INDEMNIFICATION 10
13. PUBLIC LIABILITY INSURANCE 11
14. FIRE OR OTHER CASUALTY 11
15. EMINENT DOMAIN 12
16. ALTERATIONS 12
17. MAINTENANCE 13
18. COMPLIANCE WITH LAWS 14
19. MECHANIC'S LIENS 14
20. SIGNS; ADVERTISEMENTS 15
21. WEIGHTS; SAFES 15
22. ENTRY FOR REPAIRS AND INSPECTIONS 16
23. PARKING AND COMMON AREAS 16
24. LIEN FOR RENT 16
25. OTHER COVENANTS OF TENANT 17
26. OTHER MUTUAL COVENANTS 18
27. DEFAULTS; REMEDIES 20
28. XXXXXXXXXXXXX 00
00. LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT 23
30. ESTOPPEL STATEMENT 23
31. HOLDING OVER 23
32. MISCELLANEOUS 23
33. PRIOR AGREEMENTS; AMENDMENTS 24
34. CAPTIONS 24
35. BENEFIT AND BURDEN 24
36. SEVERABILITY 25
37. GOVERNING LAW 25
38. NO PARTNERSHIP 25
39. OPTIONS TO EXTEND TERM 25
40. ELECTRONIC SECURITY 25
41. OTHER RIGHTS OF LANDLORD 25
EXHIBIT A: Demised Premises Floor Plan
EXHIBIT B: Tenant Improvements
EXHIBIT C: Rules & Regulations
EXHIBIT D: Tenant's Corporate Resolution
EXHIBIT E: Tenant's Reserved Parking
EXHIBIT F: Cleaning Services Schedule
3
LEASE
THIS LEASE ("Lease") made and entered into as of this 27th day of October,
1997 by and between The XXXXXXX PLACE Corporation, a corporation registered in
the state of Maryland, USA, whose principal address of business is 00000 Xxxxx
Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, XXX ("Landlord") manager of the real property
("Property") and the building known as the XXXXXXX PLACE ("Building") situated
thereon located at 00000 Xxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, 00000, and
Startec Global Communications Corporation, a corporation registered in the state
of Maryland, USA, whose principal address of business is 10411 Motor City Drive,
Bethesda, Maryland, 20817, USA ("Tenant").
WITNESSETH THAT, in consideration of the rents and mutual covenants and
agreements hereinafter stipulated and intending to be legally binding, the
parties do hereby mutually agree as follows:
1. DEMISED PREMISES:
Landlord does hereby Lease and demise to Tenant, and Tenant does hereby hire
and take from Landlord, upon and subject to the terms and conditions of this
Lease, a portion of the Building located in Xxxxxxxxxx Mall Auto Park,
Xxxxxxxxxx County, Maryland, consisting of approximately 27,710.75 rentable
square feet on the third (3rd) and fourth (4th) floor of the Building located at
10411 Motor City Drive as shown on the floor plan(s) attached hereto as Exhibit
A which shall be supplied in advance by Landlord to Tenant and attached to the
Lease and forming a part hereof (hereinafter referred to as the "Demised
Premises").
2. TERM:
A. The term of this Lease shall commence on November 1, 1997, and shall end
on the last day of the calendar month in which occurs the day preceding the
fifth (5th) anniversary of the Term Commencement Date (the "Term").
B. Deleted
C. Deleted
3. USE:
Tenant will use and occupy the Demised Premises for general
office purposes and without the prior written consent of the Landlord, the
demised premises will not be used for any other purposes. Tenant agrees not to
use the Demised Premises for any purpose which interferes with the use and
enjoyment of the Building by other Tenants occupying space therein or which
would increase the premiums for insurance coverage payable by Landlord in
respect of the Building. Landlord represents that Tenant's use as set forth
above does not violate the certificate of occupancy for the Building.
4. MINIMUM RENT:
A. Tenant shall pay as minimum annual rent for the Demised
Premises the sum of Four Hundred Ninety Nine Thousand Six Hundred and Twenty
Four and 81/100 dollars ($499,624.81), which amount shall be the product of
eighteen dollars and three cents ($18.03) multiplied by the total number of
square feet (27,710.75) in the Demised Premises as specified in Article 1. Such
sum shall be payable during the Term, in advance, in equal monthly installments
of Forty One Thousand Six Hundred and Thirty Five and 40/100 Dollars
($41,635.40). Subject to the Provisions of Section 26 (G) of this Lease, each
such monthly installment shall be paid on the first day of each month of the
Term hereof commencing with the first month of the Term.
B. Notwithstanding any other provisions of this Lease,
Landlord agrees to provide Tenant with a one-time rent credit towards the first
month's rent (November 1997) in the amount of Nineteen Thousand and Ninety Seven
and 90/100 Dollars ($19,097.90) and a one-time credit towards the second month's
rent (December 1997) in the amount of Nine Thousand Five Hundred Forty Eight and
95/100 Dollars ($9,548.95). This amount constitutes one and one-half month's
"free" rent for the 12,710.75 square feet rentable space increase over Tenant's
existing leased space.
C. All rent and other sums due to Landlord hereunder
(collectively, the "Rent") shall be payable at the office address of Landlord
first above given, or to such other party or at such other address as Landlord
may designate, from time to time, by thirty (30) calendar days written notice to
Tenant, without demand and without deduction, set-off, or counterclaim by
Tenant.
5. ADDITIONAL RENT, TAXES AND OPERATING EXPENSES:
A. As used in this Lease, the following terms shall have the
meaning ascribed to them as specified below:
(1) "Taxes" shall mean all real estate taxes,
impositions, and assessments, general or special, ordinary or extraordinary,
foreseen or unforeseen, imposed upon the Property or with respect to the
ownership thereof. If, due to a future change in the method of taxation, any
franchise, income, profit, or other tax, however designated, shall be levied or
imposed in substitution, in whole or in part, for (or in lieu of) any tax which
would otherwise be included within the definition of Taxes, such other tax shall
be deemed to be included within "Taxes" as defined herein.
5
(2) "Base Year" for real estate taxes and operating
expenses shall be calendar year 1997. Landlord represents that the Building has
been fully assessed for the Base Year.
(3) "Tenant's Proportionate Share" shall be 28.02%,
which Landlord and Tenant agree is the percentage which the square footage of
the Demised Premises bears to the square footage of the Building.
(4) "Operating Expenses" shall mean all expenses,
costs, and disbursements of every kind and nature which Landlord shall pay or
become obligated to pay in respect of the operation, maintenance, repair, and
management of the Property and shall include, without limitation: (a) wages and
salaries (and taxes imposed upon employers with respect to such wages and
salaries) and fringe benefits paid to persons employed by Landlord or Landlord's
managing agent, if any, for rendering service in the normal operation,
maintenance, and repair of the Building and Property; (b) contract costs of
independent contractors hired for the operation, maintenance, and repair of the
Building and Property; (c) costs of steam, water, sewer, fuel, and other
utilities chargeable to the operation and maintenance of the Building and
Property; (d) costs of insurance for the Building and Property, including fire
and emended coverage, elevator, boiler, sprinkler leakage, water damage, public
liability and property damage, plate glass, and rent protection, but excluding
any charge for increased premiums due to acts or omissions of other occupants of
the Building because of extra risk which are reimbursed to Landlord by such
other occupants; (e) costs of supplies, tools, materials necessary for the
normal operation, maintenance, and repair of the Building, Property and
equipment; (f) any and all sums for landscaping, ground maintenance, sanitation
control, cleaning, lighting, snow removal, parking area and driveway
resurfacing, when reasonably required, fire protection, policing, security, and
other expenses, reasonably required for the upkeep, maintenance, and operation
of the Property by virtue of the ownership thereof, including, without
limitation, reasonable management fees payable to any managing agent employed or
engaged by Landlord.
B. In addition to the minimum annual rent as specified in Article
4, commencing on the first day of the first calendar month following Tenant's
receipt of Landlord's statement thereof, Tenant shall pay in monthly
installments or in a lump sum (if in arrears), as additional rent hereunder,
Tenant's Proportionate Share of the amount by which all taxes (as defined in
article 5A(1) above) imposed upon Landlord for and with respect to each year and
any renewals or extensions thereof, exceeds the taxes assessed or imposed upon
the Property for the Base Year.
C. (1) Tenant hereby agrees to pay, as additional rent, Tenant's
Proportionate Share of the amount by which Operating Expenses Grossed up as if
the Building were ninety-five percent (95%) occupied incurred by Landlord in the
Base Year Increase for and with respect to each calendar year of the Term after
the Base Year, and any renewals or extensions thereof. Operating Expenses will
be appropriately prorated for the portion of any calendar year.
(2) If the Expiration Date of this Lease does not
coincide with the last day of the real estate tax fiscal year, the portion of
the increase in Real Estate Taxes payable by Tenant hereunder for the real
estate fiscal year in which the Expiration Date occurs shall be appropriately
adjusted and pro-rated between Landlord and Tenant based upon the respective
number of days in such real estate tax fiscal year prior to and after the
Expiration Date.
6
(3) As an example of estimated increases in Operating
Expenses based on a Calendar Year (which is equal to the Building's fiscal year)
assume total Building expense increases are $100,000 between January 1 and
December 31 and the Tenant's Proportionate Share is twenty percent (20%), Tenant
would be responsible for an increase in operating rent of $20,000 in expenses
($100,000 x 20%) paid in monthly installments ($20,000 \ 12) or $1,666.67 in
additional monthly rent.
D. If Tenant's usage of Building electricity substantially
exceeds by reasonable comparison, on a square foot basis, other Building
tenants' electricity usage, then Landlord, at Tenant's expense, shall have the
option to separately meter Tenant's space for electrical usage and charge Tenant
for the additional amount of electricity used. The cost of additional electric
consumption by Tenant shall be billed directly to Tenant from Landlord.
6. RENTAL ESCALATION:
In addition to the adjustment to the monthly rent for increases
in Real Estate Taxes and Operating Expenses as specified in Article 6, Tenant's
Base Year Rental will be increased in the beginning of the second (2nd) Lease
year, and upon the anniversary of each Lease year thereafter, at Three percent
(3%) per annum.
7. SECURITY DEPOSIT:
As additional security for the full and prompt performance by
Tenant of the terms and covenants of this Lease, Tenant has deposited with
Landlord the total sum of Forty One Thousand Six Hundred and Thirty Five and
40/100 Dollars ($41,635.40) representing one month's rent as security Deposit
(Landlord acknowledges $7,419.50 of the deposit sum from the previous Lease
which Tenant acknowledges may be applied to this security deposit), which shall
not constitute rent for any month unless so applied by Landlord on account of
Tenant's default. Tenant shall, upon demand, restore any portion of the Security
Deposit which may be applied by Landlord to cure any default by Tenant
hereunder. To the extent that Landlord has not applied the Security Deposit on
account of a default, the Security Deposit shall be returned without interest by
Landlord to Tenant promptly after termination of this Lease. In the event Tenant
fails to take possession of the Demised Premises on the Term Commencement Date
or vacates or abandons the Demised Premises during the Term, the Security
Deposit shall not be deemed to be liquidated damages, and such application of
the Security Deposit shall not preclude Landlord from recovering from Tenant all
additional damages incurred by Landlord. If Tenant fails at any time to perform
its obligations, Landlord may, at its option, apply said Security Deposit, or so
much thereof as is required, to cure Tenant's default, but, if prior to the
termination of this Lease, Landlord depletes said Security Deposit, either in
whole or in part, Tenant shall within five (5) calendar days restore the amount
so used by Landlord. Following termination of this Lease and satisfaction of all
Tenant obligations thereunder, Landlord shall return to Tenant without interest
any unused portion of the Security Deposit.
8. DELETED.
7
9. COMPLETION OF DEMISED PREMISES:
Promptly after the execution of this Lease by the parties hereto,
the Landlord shall cause the Demised Premises to be vacated to accommodate
Tenant's occupancy. Tenant shall Lease the Demised Premises in its "AS IS"
condition. Tenant will make improvements to the property (Alterations) prior to
its occupancy. Tenant represents that the cost of said improvements will be at
least One Hundred Thousand dollars ($100,000). Landlord has the right to
reasonably approve all Tenant improvements as required by Tenant before
construction (in accordance with paragraph 16 Alterations, herein.). All costs
for improvements, including design services and permit fees, are to be paid
directly by Tenant. Providing Tenant's construction costs for the improvements
to the Demised Premises exceeds $100,000, Landlord agrees to reduce the rent
during the anticipated construction period in the amount of $100,000. The rent
reduction will be $20,000 per month, beginning with the second month of the
Lease Term, for months two through six of the Lease Term (December 1997 April
1998). Upon completion of the Improvements, Tenant shall provide Landlord with
the actual cost of the construction, supported by paid invoices. Upon
completion, if the actual construction costs for the Tenant Improvements are
less than $100,000, Tenant shall pay the difference to Landlord within 10 days
of completion.
Tenant agrees that during the Improvement phase of the Lease Term
(reasonably estimated to occur during the first six months of the Term) Tenant,
Tenant's Agent(s), Contractor(s), Architect(s), etc., will strictly adhere to
the rules and Regulations attached hereto as Exhibit "C". Furthermore, Tenant
agrees that any and all construction performed will be conducted in a
xxxxxxx-like manner, without interfering with the Building's normal business
activities. Tenant agrees to complete the Demised Premises in such manner as to
allow the occupancy of an additional tenant on floor(s) where Tenant does not
occupy the entire space. Such completion will include, at Tenant's expense, a
fire corridor in accordance with all applicable fire and building codes.
Construction related services shall be conducted via the usage of the Service
elevator and all Construction related Trash shall be properly and timely removed
by the Tenant.
10. RULES AND REGULATIONS:
The "Rules and Regulations" in regard to the Building and the
Tenants occupying offices therein, attached hereto as Exhibit "C" and made a
part hereof, and such reasonable alterations, additions, or modifications
thereof as may from time to time be made by Landlord, shall be deemed a part of
this Lease, with the same effect as though written herein, and Tenant covenants
that the Rules and Regulations shall be faithfully observed by Tenant, Tenant's
employees and all persons visiting the Demised Premises or claiming under
Tenant, the fight being hereby expressly reserved by Landlord to add to, alter,
or rescind, from time to time, such Rules and Regulations, which changes shall
take effect immediately after notice thereof in writing shall have been served
on Tenant by delivering the same to Tenant by certified mail return receipt
requested. Landlord shall not be responsible for any violation or disregard of
any of the Rules and Regulations or any rules and regulations hereafter adopted,
by any other Tenant, occupant, or person in the Building of that the Demised
Premises are a part; and nothing herein shall impose any obligation on Landlord
to enforce the Rules and Regulations or any of them against any other Tenant,
occupant, or person, but the same are to be Rules and Regulations to be abided
by and complied with by Tenant hereunder. In the event of a conflict between the
rules and regulations as set forth in Exhibit C and the Terms of this Lease, the
terms of this Lease shall prevail.
8
11. SERVICES:
Landlord agrees to maintain the Building to the standard of other
similar class "A" buildings in the North Bethesda Office Market. As long as
Tenant is not in default after expiration of all applicable notice and cure
periods and the elapse of all opportunities to cure under any of the provisions
of this Lease, Landlord shall provide the following facilities and services to
Tenant without additional charge (except as elsewhere provided herein). Landlord
agrees to provide:
A. Heat and air conditioning necessary, in Landlord's reasonable
judgment, for comfortable occupancy of the Demised Premises, Monday through
Friday from 8:00 AM to 6:00 PM, and on Saturdays from 8:00 Am to 1:00 PM,
holidays noted below excepted. Heat and air conditioning required by Tenant at
other times shall be supplied upon reasonable notice, and shall be paid for by
Tenant, promptly upon billing.
B. Passenger elevator service to the Demised Premises during all
working days (Saturday other than 9:00 AM to 1:00 PM, Sunday and the holidays
noted below excepted) from 8:00 AM to 6:00 PM, with one elevator subject on call
at all other times. Tenant and its employees and agents shall have access to the
Demised Premises at all times, subject to compliance with such security measures
as shall be in effect for the Building. The Building will be accessed after
hours by key cards. Landlord will provide Tenant with Twenty Five (25) card
keys. Additional card keys are available at $10.00 each.
C. The holidays referred to in Section 10A and 10B above are New
Year's Day, Xxxxxx Xxxxxx Xxxx Day, Washington's Birthday, Memorial Day, Fourth
of July, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, Christmas
Day, and those days designated by the federal government, and any other national
holiday promulgated by a Presidential Executive Order or Congressional Act;
D. Janitorial service to Demised Premises customary for daily use
of first class office buildings in Xxxxxxxxxx County, Maryland. Any and all
additional or specialized janitorial service desired by Tenant or required by
Tenant's extended use of the building (i.e. more than one shift of workers)
shall be contracted for by Tenant directly with Landlord's janitorial agent and
the cost and payment thereof shall be and remain the sole responsibility of
Tenant. Exhibit F specifies existing Building Cleaning standards and procedures.
E. All structural repairs to the Building and all repairs which
may be needed to the mechanical, electrical, air-conditioning, heating, and
plumbing systems in the Demised Premises, excluding repairs to any non-Building
standard fixtures or other improvements installed or made by or at the request
of Tenant (other than the Tenant Improvements) and requiring usual or special
maintenance. In the event that any repair is required by reason of the
negligence or abuse of Tenant or its agents, employees, invitees, or of any
other person using the Demised Premises with Tenant's consent, express or
implied, Landlord may make such repair and add the cost thereof to the first
installment of rent which will thereafter become due, unless Landlord shall have
actually recovered such cost through insurance proceeds.
9
F. Water for drinking, lavatory, and toilet purposes drawn
through fixtures installed by Landlord.
G. Electric current to the Demised Premises for lighting and
normal office use and for heating and air conditioning. Tenant shall not install
or operate in Demised Premises any electrically operated equipment or other
machinery, other than typical modern day office equipment such as computers,
copiers, fax machines, typewriters, word processing machines, micro-computers,
radios, televisions, tape recorders, Dictaphones, photocopying equipment, and
adding machines normally employed for general office use, or any plumbing
fixtures, without first obtaining the prior written consent of the Landlord.
Landlord may condition such consent upon the payment by Tenant of additional
rent as compensation for any risks, services, or utilities Landlord deems
necessary.
H. It is understood that Landlord does nor warrant that any of
the services referred to in this Article 11 will be free from occasional
interruption from causes beyond the reasonable control of Landlord. However, in
such event, the Landlord will use its best efforts to effect the restoration of
same. Landlord shall not be liable to Tenant, its employees, agents, invitees,
or licensees for any damages or injury to person or property arising from the
bursting, leaking, or overflowing of water, sewer, or steam pipes, heating or
plumbing fixtures, or electrical wires or fixtures unless due to Landlord's
negligence. No interruption of service shall ever be deemed an eviction or
disturbance thereof or render Landlord liable to Tenant for damages by abatement
of Rent or otherwise or relieve Tenant from performance of Tenant's obligations
under this Lease. In the event of damage to the Building or the Premises whereby
Tenant is unable to conduct its normal business for a period of Five (5)
consecutive business days, the Landlord shall xxxxx the rent due until such
services are restored.
12. INDEMNIFICATION:
Landlord and Tenant mutually agree to indemnify, defend, and hold
harmless each other and the manager of the Property and/or Building and their
officers, employees, and agents from and against all suits, actions, damages,
liability and expense (including reasonable attorneys' fees) in connection with
loss of life, bodily or personal injury, or property damage arising directly or
indirectly from any cause whatsoever in connection with the occupancy, conduct,
operation, ownership, or maintenance of the Demised Premises, or from any work
or thing whatever done or which was not done in and on the Demised Premises, or
arising from any breach or default on the part of the Landlord or Tenant in the
performance of any covenant or agreement on the part of Landlord or Tenant to be
performed, or under the law, or arising from any act, omission, or negligence of
Landlord or Tenant, or any of their agents, contractors, servants, employees,
licensees or invitees, and in case any action or proceeding be brought against
the other, each covenants at either Landlord or Tenant's cost and expense to
resist or defend such action or proceeding or to cause it to be resisted or
defended by an insurer, the cost of which shall be offset by any insurance
proceeds obtained.
10
13. PUBLIC LIABILITY INSURANCE:
A. Tenant, at its own cost and expense, shall obtain and maintain
in full force and effect during the Term, and any extensions or renewals of such
term, comprehensive general public liability insurance coveting injury to
persons of not less than $1,000,000 per person and $2,000,000.00 per accident,
and damage to property of at least $2,000,000.00 per accident.
B. All such policies of insurance shall name Landlord and, if
required, mortgagee of Landlord as additional insured. All such policies of
insurance shall be issued by a financially responsible company or companies
authorized to issue such policy or policies, and licensed to do business in the
State of Maryland, and shall contain provisions to the effect that no
cancellation thereof by Tenant shall be effective without Tenant's having
provided thirty (30) calendar days' prior written notice to Landlord and any
mortgagee. Tenant shall lodge with Landlord duplicate originals or certificates
of such insurance at, or prior to, the Term Commencement Date, together with
evidence of paid-up premiums, and shall lodge with Landlord renewals thereof at
least thirty (30) calendar days' prior to expiration of any such policies.
14. FIRE OR OTHER CASUALTY:
A. In case of damage to the Demised Premises or damages to the
Building specifically caused by the Tenant or its agents or invitees by fire or
other casualty, Tenant shall give immediate notice thereof to Landlord. Subject
to the rights of any mortgagee of Landlord's estate, Landlord may, at its
option, thereupon undertake the repair and restoration of the Demised Premises
or the Building to substantially the same condition as existed prior to the
casualty, at the expense of the Tenant, subject to the delays which may arise by
reason of adjustment of loss under insurance policies and for delays beyond the
reasonable control of Landlord. In the event the damage shall be such that
Landlord reasonably determines that it cannot be repaired within ninety (90)
calendar days from the date of such damage, Landlord may at its option either:
(a) by written notice to Tenant given within sixty (60) calendar days after
Landlord is notified of the casualty, terminate this Lease as of a date
specified in such notice (which shall not be more than ninety (90) calendar days
after the occurrence as aforesaid) and the Rent (taking into account any
abatement) shall be adjusted to the Termination Date and Tenant shall thereupon
promptly vacate the Demised Premises; or (b) restore the Building and/or Demised
Premises with reasonable promptness in which event Rent shall equitably xxxxx.
B. Notwithstanding the foregoing, Tenant may cancel this Lease by
delivering written notice to Landlord in the event that the Landlord elects to
repair the Demised Premises or the Building and such repairs are not
substantially complete within one hundred twenty (120) calendar days of the
occurrence of the damage.
C. Landlord shall pursue all claims it has with insurance
companies as a result of any loss by fire or other casualty in such a manner as
Landlord deems appropriate.
11
15. EMINENT DOMAIN:
A. If the whole of the Property, Building, or Demised Premises
shall be taken or condemned for a public or quasi-public use under any statute
or by right of eminent domain or private purchase in lieu thereof by any
competent authority, Tenant shall have no claim against Landlord and shall not
have any claim or right to any portion of the amount that may be awarded as
damages or paid as a result of any such condemnation or purchase; and all rights
of the Tenant to damages therefore are hereby assigned by Tenant to Landlord.
The foregoing shall not, however, deprive Tenant of any separate award for
moving expenses or for any other award which would not reduce the award payable
to Landlord. Upon the date the right to possession shall vest in the condemning
authority, this Lease shall cease and terminate with Rent adjusted to such date,
and Tenant shall have no claim against Landlord for value of any unexpired term
of this Lease.
B. If part of the Demised Premises shall be acquired or condemned
as aforesaid, and such partial acquisition or condemnation shall render the
remaining portion unsuitable for the business of Tenant (in the reasonable
opinion of Landlord), the term of the Lease shall cease and terminate as
provided in Article 15A hereof, provided, however, that diminution of floor
area. If such partial taking is not extensive enough to render the Demised
Premises unsuitable for the business of Tenant, then this Lease shall continue
in effect except that the minimum rent shall be reduced in the same proportion
that the floor area of the Demised Premises taken bears to the original floor
area demised. Subject to the rights of any mortgagee of Landlord's estate,
Landlord may, at its option, upon receipt of the net award in condemnation, make
all necessary repairs or alterations to the Building so as to render the portion
of the Building not taken a complete architectural unit, but Landlord shall in
no event be obligated to pay to Tenant any portion of the net amount received by
Landlord as damages for the part of the Demised Premises so taken. "Net amount
received by Landlord" shall mean that portion of the award in condemnation which
is free and clear to Landlord of any sums required to be paid by Landlord to the
holder of any mortgage on the property so condemned for the value of the
diminished fee, as well as all expenses and legal fees incurred by Landlord in
connection with the condemnation proceeding.
C. If part of the Building, but no part of the Demised Premises,
is taken or condemned as aforesaid, and, in the reasonable opinion of Landlord,
such partial acquisition or condemnation shall render the Demised Premises
unsuitable for the business of Tenant, the term of the Lease shall cease and
terminate as provided in Article 15A hereof, by Landlord sending written notice
to such effect to Tenant, whereupon Tenant shall, within a reasonable time
period, vacate the Demised Premises.
16. ALTERATIONS:
Tenant shall make no alterations, installations, additions, or
improvements (herein collectively called "Alterations") in, or to, the Demised
Premises or the Building, structural or otherwise, without Landlord's prior
written consent. Tenant, at its sole cost and expense, must provide Landlord
with a copy of the full mechanical and electrical plans for the floor (or
floors) of the Demised Premises on which the Alterations are being made, revised
by the Building architect and engineers, showing the Alterations proposed by
Tenant for Landlord's approval. If any such Alterations are made
12
without the prior written consent of Landlord, Landlord may correct or remove
the same, and Tenant shall be liable for any and all expenses incurred by
Landlord in the performance of such work. All Alterations shall be at Tenant's
sole expense, shall comply with all laws, rules, orders, and regulations of
governmental authorities having jurisdiction thereof, and shall be made at such
times, and in such manner, as Landlord determines will not unreasonably
interfere with the use of the Building by other Tenants and their respective
demised premises. All Alterations shall be made only by such contractors or
mechanics as are previously approved in waiting by Landlord. Such approval by
Landlord shall not be unreasonably withheld or delayed. Approval of
contractor(s) or mechanic(s) by Landlord shall be based upon the contractor(s)
or mechanic(s) being properly licensed, their financial posture, experience, and
past job performance. Tenant shall pay prevailing wages to all contractor(s) and
mechanic(s). Unless stipulated otherwise by the Landlord at the time approval of
improvements to be made is granted, Tenant shall not be required to remove any
improvements made to the Premises.
All Alterations to the Demised Premises, whether made by Landlord
or Tenant, and whether at Landlord's or Tenant's expense, or the joint expense
of Landlord and Tenant, shall be and remain the property of Landlord.
Landlord, at the expiration of the Term or any renewal or
extension thereof, may elect to require Tenant to remove all, or any part of,
the Alterations made by the Tenant, subsequent to the Term Commencement Date,
unless Landlord agrees in writing not to require the removal of an Alteration at
the time Landlord consents to the Alteration. Removal of Tenant's Property and
Alteration shall be at Tenant's sole cost and expense and Tenant shall, at its
sole cost and expense, repair any damage to the Demised Premises or the Building
caused by such removal. In the event Landlord does not so elect, and Tenant does
not remove Tenant's Property, it shall become property of Landlord. In the event
Tenant fails to remove Tenant's property or the Alterations requested to be
removed by Landlord, on or before, the expiration of the Term or any extension
or renewal thereof, then, and in such event, the Landlord may remove Tenant's
Property and Alteration from the Demised Premises at Tenant's sole cost and
expense, and the Tenant hereby agrees to reimburse the Landlord for the cost and
expense of such removal, together with any and all damages which the Landlord
may suffer and sustain by reason of the failure of Tenant to remove the same.
Tenant further acknowledges that any violation of the foregoing
requirement by Tenant will jeopardize Landlord's bond financing for the Building
project of which the Demised Premises is a part and could likely cause Landlord
to suffer and incur substantial monetary damage or injury for which Tenant would
be solely and exclusively liable.
17. MAINTENANCE:
A. Demised Premises: Tenant shall keep the Demised Premises and
the fixtures and equipment therein in good order and condition, will not cause
the Demised Premises and the fixtures and equipment therein to suffer either
waste or injury thereto, and shall at the expiration of or early termination of
this Lease, surrender and deliver up the Demised Premises to Landlord in the
same good order and broom clean condition as existed on the Term Commencement
Date, ordinary wear and tear and damage by fire, the elements, and other
casualty beyond the Tenant's reasonable control, excepted. If repairs are
required due to the negligent acts of the Tenant, its agents, employees, or
invitees, the Landlord (upon written notice from Tenant of the need for same)
will make the same
13
forthwith. Tenant shall be required to give Landlord immediate written notice of
the need for any repair which, if not promptly repaired, will constitute an
unsafe condition which might cause injury or which Tenant believes constitutes a
condition affecting the occupancy of the Building. The Landlord shall, at
reasonable times and on prior reasonable written notice to Tenant, be permitted
to enter upon the Demised Premises to examine the condition thereof, and to make
the repairs as are required by the provisions of this paragraph at Tenant's sole
and exclusive expense.
B. Common Areas: Landlord shall maintain and repair the common
areas and facilities of the Building at all times. For the purposes of this
Lease, the term "Common Areas" shall mean all areas, facilities, and
improvements provided, from time to time, in the Building or for the mutual
convenience and use of tenants or other occupants of the Building, their
respective agents, employees, and invitees, and shall include, if provided, but
shall not be limited to, the Lobbies and hallways, access roads, driveways,
retaining walls, sidewalks, walkways, landscaped areas, and exterior lighting
facilities.
C. Landlord shall, as between Landlord and Tenant, at all times
during the Term of the Lease, have the sole and exclusive control, management,
and direction of the Common Areas, and may, at any time, and from time to time
during the Term, exclude and restrain any person from the use and occupancy
thereof, excepting however, Tenant and other tenants of the Landlord and bona
fide invitees who make use of said areas in accordance with the rules and
regulations established by Landlord from time to time with respect thereto. The
rights of the Tenant in and to the Common Areas shall at all times be subject to
the rights of others to use same in common with Tenant, and it shall be the duty
of Tenant to keep all areas free and clear of any obstructions created or
permitted by Tenant or resulting from Tenant's operation. Landlord may at any
time and from time to time close all or any of the Common Areas to make repairs
or alterations, or to the extent as may be necessary in the reasonable opinion
of Landlord, to prevent the dedication thereof or the accrual of any rights to
any person or to the public therein, to close temporarily any or all portions of
the said areas to discourage non-customer parking, and to do and to perform such
other acts in, and to, said areas as, in the exercise of good business judgment,
Landlord shall determine to be advisable with a view to the improvement of the
convenience and use thereof by tenants, their employees, agents, and invitees.
18. COMPLIANCE WITH LAWS:
Tenant agrees, on behalf of itself, its employees, and agents,
that it shall comply at all times with any, and all, Federal, state, and local
laws, statutes, regulations, ordinances, and other requirements of any of the
constituted public authorities relating to its use and occupancy of the Demised
Premise. Tenant shall be responsible, at its sole and exclusive cost and
expense, for obtaining and maintaining proper occupancy permits throughout the
Term of the Lease.
19. MECHANIC'S LIENS:
Tenant shall not create, or permit to be created, or to remain,
and shall discharge and have removed or have obtained security in the form of
legally recordable bonds for any lien, encumbrance, or charge levied on account
of any mechanic's laborer's or materialmen's lien upon the Demised Premises or
the Property. If any mechanic's laborer's or materialmen's lien shall, at any
time,
14
be filed against the Demised Premises or the Property for work claimed to have
been done for, or materials claimed to have been furnished to, Tenant (except
for work contracted for by Landlord), Tenant, within ten business (10) days
after notice of the filing thereof, at its sole and exclusive cost and expense,
will cause it to be discharged of record by payment, deposit, bond, order of a
court of competent jurisdiction, or otherwise. If Tenant shall fail to discharge
any such lien, Landlord may, at its option, discharge the same, and treat the
cost thereof as additional rent payable with the monthly rent next becoming due.
Tenant will indemnify, defend, and hold harmless Landlord from, and against,
any, and all, expenses, liens, claims, or damages to person(s) or to any portion
of the Demised Premises or to the Property or Building which may or might arise
by reason of Tenant making any Alterations, additions, or improvements to the
Demised Premises, the Building, or to the Property.
20. SIGNS; ADVERTISEMENTS:
Without the prior written consent of Landlord, whose consent
shall not be unreasonably withheld, and except for mutually agreed to designs
and locations of sign(s) which are planned to be standard building directory
signage and suite entry signage, no sign, advertisement, or notice shall be
inscribed, painted, affixed, or displayed on any part of the outside or the
inside of the Building or the Demised Premises, including, without limitation,
the doors of offices or placed thereon or any part of the Property, without the
prior written consult of Landlord, and, if any such sign, advertisement, or
notice is exhibited by Tenant without the prior written consent of Landlord,
Landlord shall have the right to remove the same and Tenant shall be liable for
any and all expenses incurred by Landlord by said removal. Any such permitted
sign, advertisement, and/or notice, shall be, at the sole and exclusive and
expense of the Tenant. Landlord shall have the right to prohibit any
advertisement of Tenant which, in its reasonable business judgment, tends to
impair the business or commercial reputation of the Building or its desirability
as a high-quality office facility to be leased by tenants and, upon prior
written notice from Landlord, Tenant shall immediately refrain from and
discontinue any such advertisement.
Landlord will provide on behalf of Tenant, at Landlord's sole and
exclusive cost and expense, Building standard signage to identify Tenant on one
entrance door to Demised Premises and on a Building directory in the Building
lobby.
21. WEIGHTS; SAFES:
Landlord shall have the right to reasonably prescribe the weight
and position of safes and other heavy equipment or fixtures to be located upon
the Demised Premises. Any and all damage or injury to the Demised Premises or to
the Building or Property caused by moving the property of Tenant into, or out of
the Demised Premises, or due to the same being located on the Demised Premises,
shall be repaired by and at the sole and exclusive cost and expense of Tenant.
No furniture, equipment, or other bulky matter of any description will be
received into the Building or carried in the elevators except in the manner and
during the times approved in advance in a writing by Landlord, whose approval
shall not be unreasonably withheld. All moving of furniture, equipment, and
other bulky material within public areas of the Property or Building shall be
under the direct reasonable control and supervision of Landlord, who shall not
be responsible for any damage to or charges for
15
moving the same. Tenant agrees promptly to remove from the sidewalks adjacent to
the Building any of the Tenant's furniture, equipment, or other material there
delivered or positioned.
22. ENTRY FOR REPAIRS AND INSPECTIONS:
Tenant will permit Landlord, or its agent, employees, or
contractors, with reasonable prior written notice to Tenant, to enter the
Demised Premises, without charge therefore to Landlord or without diminution of
the Rent payable by Tenant, to examine, inspect, and protect the Demised
Premises, and to make such repairs as in the reasonable judgment of Landlord may
be deemed necessary to maintain or protect the Demised Premises, the Building,
or the Property, or to exhibit the same to prospective Tenants during the last
one hundred twenty (120) days of the Term. Landlord shall use reasonable efforts
to minimize interference to Tenant's business when making repairs, but Landlord
shall not be required to perform the repairs at a time other than during normal
working hours.
In the event of an emergency, Landlord may enter the Demised
Premises without prior oral or written notice, and make whatever repairs are
necessary to protect the Demised Premises, Building, or the Property.
23. PARKING AND COMMON AREAS:
Landlord will provide fifty (50) reserved parking spaces to
Tenant for the Term of the Lease at a location on the Property determined from
time to time by Landlord (Exhibit "E"), at no charge throughout the Term of the
Lease. Landlord shall be entitled to relocate or reduce the physical size of the
parking spaces at any time in order to construct alterations or additions to the
Building or the Property. Additional parking needs of the Tenant will be
considered upon written request made by Tenant.
24. LIEN FOR RENT:
In consideration of the mutual benefits arising hereunder, Tenant
hereby grants to Landlord a lien on all property of Tenant except for prior
liens which already exist now or hereafter placed in or on the Demised Premises
(except such part of any property as may be exchanged, replaced or sold from
time to time in the ordinary course of business operations trade) and such
property shall be and remain subject to such lien of Landlord for payment of all
Rent and other sums agreed to be paid by Tenant herein. Said lien shall be in
addition to and cumulative with any other rights or remedies of Landlord under
this Lease by law or at equity.
16
25. OTHER COVENANTS OF TENANT:
A. Use
(1) Under no circumstances shall Tenant permit the leased
premises to be used or occupied by:
(i) any state or Federal branch, agency, or entity, the
source of whose Lease payments or other payments for the Lease or occupancy of
such space are derived from monies raised by taxation;
(ii) any individual or entity for the purpose of engaging in
non-commercial activity or whose activities would contravene public policy.
(2) Tenant understands that any violation of the restrictions
herein set forth shall adversely affect the exemption from Federal taxation of
interest paid on the bond issue used to finance the project of which the Demised
Premises is a part, which would result in a serious monetary loss and damages to
Landlord for which Tenant would be liable.
B. Care of Premises - Tenant shall not:
(i) solely and exclusively permit the demised premises to be
overloaded (to include number of occupants), damaged, or defaced;
(ii) place a load upon the premises exceeding sixty-five
(65) pounds of live load per square foot of floor area; and
(iii) move any safe, vault, or other heavy equipment in,
about, or out of the premises, except in such manner, and at such time as
Landlord shall in each instance authorize. Tenant's business machines and
mechanical equipment which cause vibration or noise that may be transmitted to
the Building structure or to any other space in the Building shall be so
installed, maintained, and used by Tenant as to eliminate such vibration or
noise; no nuisance will be permitted on or about the Demised Premises which
shall be contrary to any law, ordinance, regulation, or requirement of any
public authority having jurisdiction; the Tenant will keep the Demised Premises
reasonably clean; the Tenant will not litter or place any obstruction in any
portion of the common facilities; the Tenant will not do, nor suffer to be done,
nor keep or suffer to be kept, anything, in or upon, the Demised Premises, the
Building, or the Property which may prevent the obtaining of any insurance
(including fire, emended coverage, and public liability insurance) on the
Demised Premises, the Building, or on any property therein, or the Property, or
which may make void any such insurance, or which may create any extra premiums
for, or increase the rate of, any such insurance. If any actions of Tenant do
create any increase in premiums or additions premiums, then the Tenant shall pay
the increased cost of the same to the Landlord upon demand.
C. Trash and Odors - Tenant shall keep all trash, rubbish,
garbage, and other refuse in proper containers within the interior of the
Demised Premises until called for to be removed by Landlord's janitorial
service, and not cause or permit objectionable odors to emanate or be dispelled
from said Demised Premises.
17
D. Assignment or Sublease
(1) Tenant shall not voluntarily, involuntarily, or by
operation of law, assign, or encumber, this Lease, in whole or in part, or
sublet the whole, or any part of, the Demised Premises, or permit any other
persons to occupy same without the prior written consent of the Landlord,
references elsewhere in this Lease to assignees, subtenants, or other persons
notwithstanding. Any assignment or subletting, even with the prior written
consent of Landlord, shall not relieve Tenant from liability for payment of rent
or other sums herein provided or from the obligation to keep and be bound by the
terms, conditions, and covenants of this Lease. The acceptance of rent from any
other person shall not be deemed to be a waiver of any of the provisions of this
Lease or to be so construed as implying Landlord's consent to the assignment of
this Lease or subletting of the Demised Premises. The referenced assignment or
Sublease provision shall remain in effect should the Tenant renew the Lease.
(2) If Tenant is a corporation other than a corporation
whose stock is listed on a national stock exchange, then any transfer of this
Lease from Tenant by merger, consolidation, or liquidation, shall constitute an
assignment for the purpose of this Lease. An assignment for the benefit of
creditors, or by operation of law, shall not be effective to transfer any rights
to the assignee without the prior written consent of the Landlord having been
obtained.
(3) Notwithstanding any provision above to the
contrary, before Tenant may assign this Lease or sublet Demised Premises, Tenant
must first offer to relinquish its Lease of said premises, and to surrender
same, to the Landlord; and Tenant agrees that if Landlord accepts said offer
within ten (10) calendar days of receipt thereof, this Lease shall terminate and
become null and void upon a date designated by Landlord, not less than thirty
(30) nor more than sixty (60) calendar days after the date of Landlord's
acceptance. Upon such acceptance and termination, all accounts and interests of
the parties shall be settled to the Date of Termination. Any profits net of
reasonable subleasing expenses shall be split in a fifty/fifty percent (50%/50%)
basis with the Landlord.
(4) Notwithstanding any other provision of this Lease,
the Parties acknowledge that they have executed a Landlord Consent Agreement
dated July 1, 1997 in which Landlord, among other things, agreed to Tenant
granting a lien on Tenant's leasehold interest under the existing Lease to
Signet Bank. The Parties agree that that Consent Agreement remains in full force
and effect with regard to this Lease and that every reference therein to "Lease"
means this Lease.
E. Corporate Authority - Tenant represents and warrants that the
person executing this Lease is authorized by Startec Global Communications, Inc.
to execute and bind the corporation to this Lease.
26. OTHER MUTUAL COVENANTS:
In addition to the foregoing covenants and conditions with which the parties
hereto have agreed to comply, the Landlord and Tenant do hereby further mutually
agree that:
18
A. Waiver of Subrogation - Landlord and Tenant hereby waive all
fights of recovery in causes of action which either party has, or may have, or
which may rise hereafter against the other, whether caused by negligence or
otherwise, for any damage to the premises or contents therein, or to the
Building, or any part thereof, caused by any of the perils which are covered
under policies of fire and extended coverage, Building and contents and business
interruption insurance or for which either party may be reimbursed as a result
of insurance coverage affecting any loss suffered by it; and further provided
that the foregoing waivers do not invalidate any policy of insurance of the
parties hereto, now or hereafter issued, it being stipulated by the parties
hereto that the waivers shall not apply in any case in which the application
thereof would result in the invalidation of any such policy of insurance. If the
waiver of subrogation results in an increase in insurance premiums, then in that
event the Waiver of subrogation shall not apply.
B. Liability for Damage - Except for Landlord's negligence,
Landlord shall not be liable for any damage to any property of the Tenant or
anyone claiming through the Tenant done or occasioned by or from the security
system, electrical system, the heating or air conditioning system, the sprinkler
system, or the plumbing and sewer systems (including damage caused by the
freezing or bursting of pipes), in, upon, or about the Demised Premises, the
Building, or the Property of which the Demised Premises is a part, nor for
damages occasioned by water, snow, or ice being upon, or coming through, the
roof, walls, windows, doors, or otherwise, nor for any damage arising from acts
of negligence of Co-Tenants or other occupants of the Building of which the
Demised Premises may be a part, or from the acts of any owners or occupants of
adjoining or contiguous property.
C. Notices - Whenever any notice is required or permitted
hereunder, the same shall be given in writing, sent by registered or certified
United States mail, postage prepaid, return receipt requested, and shall be
addressed to the address as either party may hereafter and from time to time
designate in writing to the other. If either party's address shall be changed
during the term hereof and written notice of such change is given to the other
party as hereinbefore prescribed, any notice and the contents thereof, if
properly mailed as stated to the last known address of the party whose address
has been changed, shall be valid and binding upon said party for all intents and
purposes. All notices hereunder, if given as herein directed, shall be deemed to
be effective upon the date such notice is postmarked. Tenant shall be required
to notify Landlord in writing, within ten (10) calendar days, of any ownership
changes of Tenant.
D. Waiver - The waiver of any covenants or conditions of the
performance of and compliance with same, or the acquiesced breach thereof, shall
not constitute a waiver of any subsequent non-performance and non-compliance of
any subsequent breach of such covenants or conditions, nor will such waiver
justify or authorize the non-observance of any other covenant or condition
hereof.
E. Memorandum of Lease - In the event, either simultaneously with
the execution of this Lease or at any time thereafter during the term hereof,
Landlord shall request that a Memorandum of this Lease ("Memorandum of Lease")
be executed and recorded in the public records of Xxxxxxxxxx County, Maryland
Tenant hereby agrees to cooperate with Landlord and to execute said Memorandum
of Lease for such purposes. When prepared, such document shall set forth the
name(s) and address(es) of both Landlord and Tenant, a description of said
Demised Premises, said Building, and said Property, the duration of the Term of
Lease (including the exact commencement and ending dates of each Term) and a
reference to any special clauses contained in this Lease which might
19
be of particular significance for recording purposes. Such Memorandum of Lease
shall not set forth the amount of any rents or other sums or charges provided
for under this Lease. The parties further agree that this Lease instrument shall
not at any time be recorded or made public, such recordation or making public to
constitute a material breach of this Lease.
F. Time of Essence - Time is of the essence with respect to the
compliance with, and performance of, each of the covenants and agreements under
this Lease.
G. Late Charges - In the event that payment of any rent or other
sum of money due under this Lease by Tenant shall become overdue for ten (10)
calendar days beyond the date on which said sums of money are due and payable,
Landlord will assess against Tenant a late charge of one and one-half percent
(1.5%) of payment per month or portion thereof, accruing from the date the
payment was originally due. The sums so overdue shall become immediately due and
payable by Tenant to Landlord as liquidated damages for Tenant's failure to make
prompt payment of said sums, and the full amount of late charges shall be
immediately payable by Tenant on Landlord's written demand. In the event of the
non-payment for any reason of any such late charges or any part thereof,
Landlord, in addition to all other rights and remedies which it may have, shall
have all the rights and remedies provided for herein and by law as in the case
of non-payment of rent. No failure by Landlord to insist upon the strict
performance by Tenant of Tenant's obligations hereunder to pay late charges
shall constitute a waiver by Landlord of its fight to enforce the provisions of
this subparagraph G and shall not be construed in any way to extend the notice
periods for default as provided for in this Lease. By way of example only, the
amount of a late charge due and payable on a monthly rental payment of $1,500.00
which was paid after ten (10) calendar days beyond the due date for such rental
payment would be computed as follows: $1,500.00 x 0.04 = $60.00 (late payment).
27. DEFAULTS; REMEDIES:
In the event (1) Tenant shall at any time default in the payment
of Rent herein reserved; or of any other sum required to be paid by Tenant under
this Lease when due, and such failure or refusal shall continue for ten (10)
calendar days following receipt of written notice from Landlord of such failure
or refusal; or, in the performance of or compliance with any of the terms,
covenants, conditions, or provisions of this Lease and shall not cure such
failure or refusal within thirty (30) calendar days after written notice thereof
from Landlord to Tenant; or (2) if Tenant: (i) shall be adjudicated as
bankruptcy; (ii) or shall make an assignment for the benefit of creditors; (iii)
or shall file a xxxx in equity; (iv) or otherwise initiate proceedings for the
appointment of a receiver of Tenant's assets; (v) or shall file any proceedings
in bankruptcy or for reorganization or an arrangement under any federal or state
law; (vi) or if any proceedings in bankruptcy or for the appointment of a
receiver shall be instituted by any creditor of Tenant under any state or
federal law; (vii) or if Tenant is levied upon or sold by sheriffs or Xxxxxxxx'x
or constable's sale or other legal process; (vii) or if Tenant attempts to
remove its property from the Demised Premises other than in the ordinary course
of business, then the occurrence of any such event shall constitute an event of
default and a breach under this Lease, and after having provided Tenant with ten
(10) calendar days written notice, then, and in addition to any other rights or
remedies Landlord may have under this Lease either at law or in equity, Landlord
shall have the following rights:
20
A. To accelerate the whole, or any part thereof of the Rent for
the entire unexpired balance of the Term, as well as all other charges,
payments, costs, and expenses herein agreed to be paid by Tenant. Any Rent or
other charges, payments, costs, and expenses, if so accelerated, shall be deemed
due and payable as if they were on that date payable in advance; and/or
B. To enter the Demised Premises without further oral or written
demand or notice, and proceed to the sale of the goods, chattels, and personal
property there found, to levy the Rent and/or charges herein payable as Rent,
and Tenant shall pay all costs and officers' commissions, including watchmen's
wages and sums chargeable to Landlord, and in such case all costs, officers'
commissions, and other charges shall immediately attach and become part of the
claim of Landlord for Rent, and any tender of Rent without said costs,
commissions, and charges made, after the issuance of a warrant of distress,
shall not be sufficient to satisfy the claim of Landlord; and/or
C. To re-enter the Demised Premises and remove all persons and
all or any property therefrom, either by summary dispossess proceedings or by
any suitable action or proceeding at law, or by force or otherwise, without
being liable to indictment, prosecution, or damages therefore, and repossess and
enjoy the Demised Premises, together with all additions, alterations, and
improvements. Upon recovering possession of the Demised Premises by reason of,
or based upon, or arising out of, a default on the part of Tenant, Landlord may,
at Landlord's option, either terminate this Lease or make such alterations and
repairs as may be necessary in order to relet the Demised Premises and rent the
Demised Premises or any part or parts thereof, either in Landlord's name or
otherwise, for a term or terms which may at Landlord's discretion seem best;
upon each such reletting all rents received by Landlord from such reletting
shall be applied; first, to the payment of any indebtedness other than Rent due
hereunder from Tenant to Landlord; second, to the payment of any reasonable
costs and expenses of such reletting, including reasonable brokerage fees and
reasonable attorney's fees and all reasonable costs of such alterations and
repairs; third, to the payment of Rent due and unpaid hereunder; and the
residue, if any, shall be held by Landlord and applied in payment of future rent
as it may become due and payable hereunder. If such rentals received from such
reletting during any month shall be less than that to be paid during that month
to Landlord, such deficiency shall be calculated and paid monthly. No such
re-entry or taking possession of the Demised Premises or the making of
alterations and/or improvements thereto or the reletting thereof shall be
construed as an election on the part of Landlord to terminate this Lease unless
written notice of such intention be given to Tenant.
D. To terminate this Lease and the Term hereby created without
any right on the part of Tenant to waive the forfeiture by payment of any sum
due or by other performance of any condition, term, or covenant broken,
whereupon Landlord shall be entitled to recover, in addition to any and all sums
and damages for violation of Tenant's default in an amount equal to the amount
of the Rent reserved for the balance of the Term, as well as all other charges,
payments, costs, and expenses therein agreed to be paid by Tenant, all of which
amount shall be immediately due and payable from Tenant to Landlord.
E. No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any other right or remedy herein or by
law provided, but each shall be cumulative and in addition to every other right
or remedy given herein or now or hereafter existing either at law or in equity.
21
F. No waiver by Landlord of any breach by Tenant of any of
Tenant's obligations, agreements, or covenants herein shall constitute a waiver
of any subsequent breach or of any obligation, agreement, or covenant, nor shall
any forbearance by Landlord to seek a remedy for any breach by Tenant be a
waiver by Landlord of any rights and remedies with respect to such or any
subsequent breach. Landlord represents that if Tenant is making reasonable
efforts to cure defaults in good faith and stated deadlines expire, Landlord
will grant reasonable leniency in meeting deadlines, not to exceed thirty (30)
calendar days.
G. In consideration of the benefits accruing under this Lease,
Tenant hereby covenants and agrees that in the event of any actual or alleged
failure, breach, or default hereunder by Landlord:
(1) neither the Landlord nor any shareholder of
Landlord shall be personally liable with
respect to any claim arising out of, or
related to, this Lease;
(2) no shareholder of the Landlord shall be sued
or named as a party in any suit or action;
(3) no service of process shall be made against
any shareholder of Landlord;
(4) any judgment granted against any shareholder
of Landlord may be vacated and set aside at
any time, as if such judgment had never been
granted; and
(5) both Landlord and any shareholder may invoke
and enforce these covenants and agreements.
28. SUBORDINATION:
A. This Lease shall be subject and subordinate to any mortgage
and/or any deed of trust which may now, or hereafter be secured upon, the
Property of Building, and to all renewals, modifications, consolidations,
replacements, and extensions thereof. This clause shall be self-operative and no
further instrument of subordination shall be required by any mortgagee, but in
confirmation of such subordination, Tenant shall execute, within ten (10)
calendar days after a request is made in writing to Landlord, any certificate
that Landlord may reasonably require acknowledging such subordination. Tenant
hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute
any such certificate within said ten (10) calendar day period. Landlord shall
obtain a standard Non-Disturbance, Subordination and Attornment Agreement from
the superior lien holder. Notwithstanding the foregoing, the party holding the
instrument to which this Lease shall be subordinate shall have the right to
recognize and preserve this Lease in the event of any foreclosure sale or
possessory action, and in such case this Lease shall continue in full force and
effect at the option of the party holding the superior lien and Tenant shall
attorn to such party and shall execute, acknowledge, and deliver any instrument
demanded by Landlord or such other party, that has for its purpose and effect
the confirmation of such attornment. Such superior lien holder or any purchaser
at a foreclosure or other
22
judicial sale may, at, or prior to, the time of any such sale or within sixty
(60) calendar days thereafter, notify Tenant to vacate and surrender the Demised
Premises within ninety (90) calendar days of the date of such sale, and in the
event such notice is given, this Lease shall terminate and expire ninety (90)
calendar days after such sale.
B. This section is subject to any of the rights of the Tenant
pursuant to any non-disturbance agreement delivered and subject to Article 25D.
29. LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT:
If Tenant shall, after the expiration of all applicable notice
and cure periods, be in default in the performance of any of its obligations
under this Lease, Landlord may, but shall not be obligated, in addition to any
other rights it may have either at law or in equity, cure on behalf of Tenant
any default hereunder by Tenant, and Tenant shall reimburse Landlord for any
sum(s) paid or cost(s) incurred by Landlord in curing such default, including,
but not limited to, reasonable attorney's fees incurred, and also including
interest at the prime rate as determined by reference to this rate so cited in
the Wall Street Journal on the first (lst) day of the month of default plus
three percent (3%) per annum on all sums advanced by Landlord as aforesaid,
which sums and costs together with interest thereon shall be deemed additional
rent payable on demand.
30. ESTOPPEL STATEMENT:
Tenant shall, from time to time, within ten (10) business days
after request by Landlord, execute, acknowledge, and deliver to Landlord a
statement certifying that this Lease is unmodified and in full force and effect
(or that the same is in full force and effect as modified, listing any
instruments of modification), the dates to which Rent and other charges have
been paid, and whether or not Landlord is in default hereunder, or whether
Tenant has any claims or demands against Landlord (and, if so, the default,
claim, and/or demand shall be specified) and such Estoppel statement may be
delivered by Landlord to any prospective purchaser or ground lessor mortgagee of
the Property of Building and may be relied upon by such prospective purchaser,
ground lessor, or mortgagee.
31. HOLDING OVER:
Should Tenant continue to occupy the Demised Premises after the
expiration of the Term and without Landlord's prior written consent, or any
renewal thereof, or after a forfeiture incurred, such tenancy shall (without
limitation on any of Landlord's right or remedies therefor) be a tenancy at
will, at a minimum daily rent equal to one-thirtieth (1/30th) of Two hundred
percent (200%) of the rent payable for the previous month of the Term, plus all
additional rent payable hereunder.
32. MISCELLANEOUS:
A. Landlord and Tenant each represent and warrant to the other
that neither of them has employed any broker in carrying on the negotiations
relative to this Lease. Landlord and
23
Tenant shall each indemnify and hold harmless the other from and against any
claim or claims for brokerage or other commission arising from or out of breach
of the foregoing representation and warranty.
B. The word "Tenant", as used in this Lease, shall be construed
to mean Tenant(s) in all cases where there is more than one Tenant, and the
necessary grammatical changes required to make the provisions hereof apply to
corporations, partnerships, or individuals, men or women, shall in all cases be
assumed as though in each case fully expressed. Each provision hereof shall
extend to and shall, as the case may require, bind and inure to the benefit of
Tenant and its heir(s), legal representative(s), successor(s) and assign(s),
provided that, without in any way limiting the right afforded to Tenant pursuant
to Article 25(D) of this Lease. This Lease shall not inure to the benefit of any
assignee, heir, legal representative, transferee, or successor of Tenant except
upon the prior written consent or election of Landlord.
C. The term "Landlord", as used in this Lease, shall mean the fee
owner of the entire Property or, if different, the party holding and exercising
the right, as against all other (except space Tenants of Building) to possession
of the entire Property. In the event of voluntary or involuntary transfer of
such ownership or right to a successor in interest of Landlord, Landlord shall
be freed and relieved of all liability and obligation hereunder (and, as to any
unapplied portion of Tenant's security deposit, Landlord shall be relieved of
all liability therefor upon transfer of such portion to its successor in
interest) and Tenant shall look solely to such successor in interest for the
performance of the covenants and obligations of the Landlord hereunder which
shall thereafter accrue.
33. PRIOR AGREEMENTS:
The Parties acknowledge the existence of a Lease between the same
parties dated September 1, 1994, under which Tenant occupies space in the
Building. It is the parties intention that said existing Lease be terminated
upon and by the execution of this Lease. Nothing included in this Lease is
intended to affect the rights and obligations of the Parties under the previous
Lease. Neither party hereto has made any representation or promises with regard
to the current terms and conditions except as contained herein. No agreement
hereinafter made shall be effective to change, modify, discharge, or effect an
abandonment of this Lease, in whole or in part, unless committed to a written
agreement signed by both the Landlord and the Tenant.
34. CAPTIONS:
The captions of the Articles in this Lease are inserted and
included solely for convenience, and shall not be considered or given any effect
in construing the provisions hereof.
35. BENEFIT AND BURDEN:
The provisions of this Lease shall be binding upon and shall
inure to the benefit of the parties hereto and each of their permitted
successors and assigns.
36. SEVERABILITY:
If any term, covenant, or condition of this Lease, or the
application thereof, to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant, or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term, covenant, and condition of this Lease shall be valid and
enforceable to the fullest extent permitted by law.
37. GOVERNING LAW:
This Lease shall be governed by the laws of the State of Maryland.
38. NO PARTNERSHIP:
Nothing in this Lease shall be deemed or construed to create a
partnership, joint venture, of, or between, Landlord and Tenant, or to otherwise
create any other business and/or legal relationship between the parties hereto
other than that of Landlord and Tenant.
39. OPTIONS TO EXTEND TERM:
Provided that Tenant is still in occupancy of Demised Premises,
and has not been in default of the Lease, Tenant shall have the option to renew
this Lease of Demised Premises for two (2) additional five (5) year terms
("Renewal Term") at the end of the fifth (5th) Lease Year with eight (8) months
prior written notice to Landlord at one hundred percent (100%) of the fair
market rental value of Demised Premises.
40. ELECTRONIC SECURITY:
Landlord warrants that the Building contains an electronic
security system of which the Tenant will be granted access, and further warrant
that the Building will maintain this or an equivalent security system throughout
the term of the Lease and any renewal periods. Any additional security or
security systems, or any operational modifications to the existing security
system, desired by Tenant shall be considered an "Alteration" under paragraph 16
herein.
41. OTHER RIGHTS OF LANDLORD:
A. Landlord may, at its sole and exclusive discretion, decorate,
remodel, alter, or otherwise prepare the Demised Premises for reoccupancy during
the last ninety (90) days of the Term, if during, or prior to, that time, Tenant
vacates the Demised Premises, and Tenant has provided Landlord with written
notice to do so.
B. Landlord may, at its sole and exclusive discretion, show the
Demised Premises to prospective purchasers, tenants, or brokers during the last
one hundred and eighty (180) days of the Term. Landlord may, at its sole and
exclusive discretion, show the Demised Premises to prospective purchasers,
tenants, or brokers at all reasonable times provided that prior written notice
is given to Tenant in each case, and that Tenant's use and occupancy of the
Demised Premises shall not be materially inconvenienced by any action of
Landlord. Landlord may, at its sole and exclusive discretion, place and maintain
"FOR RENT" signage on the Demised Premises during the last one hundred eighty
(180) days of the Lease Term. Such "FOR RENT" signage shall not unreasonably
interfere with Tenant's usage of the Demised Premises.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Lease the day and year first above written.
WITNESS: LANDLORD:
XXXXXXX PLACE Corporation
BY:
------------------------[SEAL]
XXXX XXXXXX:
WITNESS: TENANT:
Startec Global Communications Corporation
BY: /s/ RAM XXXXXXX
------------------------[SEAL]
RAM XXXXXXX
By:
EXHIBIT "A"
DEMISED PREMISES FLOOR PLAN
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
EXHIBIT "B"
FLOOR PLAN- ALTERATIONS
28
EXHIBIT "C"
RULES AND REGULATIONS
1. The entries, passageways, corridors, stairways and halls shall not be
obstructed by Tenant in any way, or manner, or by any article, thing,
or device, and Landlord reserves the right to remove any obstruction
without prior oral or written notice to Tenant at Tenant's sole and
exclusive cost and expense.
2. No person of Tenants, whether employee, invitee, or otherwise, shall
disturb, or otherwise annoy, the occupants of the Building by the use
of radios, television, vocal or instrumental music, unnecessary noise,
or vibration, or offensive odors or by interference in any way. Tenant
shall not do or permit its employees, invitees, or otherwise to do
anything that will injure the business or commercial reputation of the
Building, otherwise interfere with Landlord's ability to Lease office
space in the Building, or otherwise interfere with other Tenants' use
of leased space in the building.
3. The janitors employed by Landlord will be provided with a pass key to
offices in the Building, and no other janitors may be employed in the
Building and no other person other than the janitors of said Building
shall clean said premises unless Landlord shall, in writing, give its
prior written consent thereto.
4. All necessary keys for Demised Premises will be furnished by Landlord
to Tenant, but if more than three (3) keys for any door-lock shall be
desired, the costs and expenses thereof for the additional number
must be borne solely and exclusively by the Tenant. Tenant will not
have any duplicate keys made except by or through Landlord. At the
termination of this Lease, Tenant must return all keys to Landlord.
5. No additional locks shall be placed by Tenant upon any door of the
Building without the prior written consent of the Landlord.
6. The Demised Premises shall not be used by Tenant for the purpose of
lodging or sleeping rooms, or for any immoral or illegal purpose.
7. No sign, advertisement, or notice may be displayed by Tenant in any
part of the outside or inside of Building, or on or about the Demised
Premises, except as expressly specified and approved by the Landlord
in writing. Landlord may remove any and all such matter of materials,
and all signs other than those approved, placed in violation hereof,
without prior oral or written notice to the Tenant and at the
Tenant's sole and exclusive expense. Any newspaper, magazine, or
other advertising done from Demised Premises or referring to the said
Demised Premises, which in the reasonable opinion of the Landlord is
objectionable, shall be immediately discontinued upon receipt of
written notice from the Landlord. Pictures must be hung by picture
hangers, and no tape is permitted on the walls.
8. The water-closets, other water fixtures and plumbing, shall not be
used by Tenant for any other purpose other than those for which they
were constructed, and any damage resulting to
29
them from misuse or the defacing or injury of any part of the Demised
Premises, the Building, or the Property, shall be borne by the Tenant
who shall occasion it.
9. The Tenant shall not allow anything to be placed against, or near,
the glass in the partitions, between the premises leased and the
halls or corridors of the Building, which shall diminish the light
in, or prove unsightly from, the halls, corridors, or windows.
10. Safes, furniture, and other heavy or bulky articles or equipment
shall be moved into or out of the Demised Premises or the Building
only with the prior written consent of the Landlord first obtained,
and then only in the manner and at such time as the Landlord may in
writing direct. All such articles must first be brought into from the
service entrance and, if necessary, unpacked there before being taken
on the elevator. Safes and other heavy articles shall be placed by
the Tenant in such places only as may be first specified in writing
by the Landlord, and the Tenant shall be liable for, and hold the
Landlord harmless from, any damage to the Demised Premises, the
Building, or Property of its Tenants or others or injuries sustained
by any person whatsoever caused by, or resulting from, the moving of
such articles in or out of the Demised Premises, or from overloading
a floor, or in any other manner. In no event shall the maximum weight
per square foot for load distribution exceed the Building design
live-load of sixty-five (65) pounds.
11. All Tenants and their employees shall enter and exit the Building
before and after normal business hours (after 6:00 PM and before 8:00
AM), and Saturday (except from 8:00 a.m. to 1:00 p.m.) and Sunday
using the electronic security system installed and operated by
Landlord. All Tenants and their employees shall abide by any
reasonable regulations and procedures relating to the security system
established by the Landlord, its agents, and assigns. There will be a
fee of $10.00 for each entrance card lost, destroyed, or misplaced,
necessitating replacement.
12. No vending machines are permitted in any Tenant's office space.
13. Landlord reserves the right to control access to parking areas of the
Building and to limit such access to Tenants who have rented parking
privileges at the prevailing rate. Parking in the oval area
immediately in front of the Building is reserved for visitors and
clients of Building Tenants and shall not be used by Tenant or
Tenant's employees.
14. Landlord reserves the right to make such other and further reasonable
rules and regulations as in its judgment may from time to time be
needed for the safety, care and cleanliness of the premises and for
the preservation of good order therein and the same shall be as
binding upon Tenant as if they had been inserted herein at the time
of the execution hereof
EXHIBIT "D"
TENANT'S CORPORATE RESOLUTIONS
31
EXHIBIT "E"
TENANT'S RESERVED PARKING
[GRAPHIC OMITTED}
~ ISN
~ FAA
~ STARTEC
~ ENTERPRISE
& HANDICAPPED
PERIMETER PARKING
Public Parking Public Parking
32
Public Parking Public Parking Public Parking Public Parking
EXHIBIT "F"
CLEANING SERVICES SCHEDULE
32
STATEMENT OF WORK
Scope - The contractor shall furnish, at its own expense, all labor,
materials, equipment, supervision and perform satisfactorily,
the services at the frequencies and during the times and
under the conditions as specified in this Statement of Work.
Materials are to include trash bags, chemicals, rags and all
other materials necessary to fulfill this Statement of Work,
with the exception of light bulbs, disposable restroom
materials and filters, which the Xxxxxxx Place shall procure
and make available.
Times - Housekeeping services will be required on a daily basis,
Monday through Friday, and are to start at 5:30 P.M. and
continue until 4th/Day completed, which shall be no later
than 8:00 P.M.. The following Holidays will not require
housekeeping services:
July 4th (Friday)
Nov. 11th (Tuesday)
Sept. 1st (Monday)
Nov. 27th-(Thursday)
Oct. 13th (Monday)
Dec. 25th (Thursday)
Frequencies and Specifications:
DAILY
o Empty wastebaskets in all offices, restrooms
and lobby. Disposable plastic bag liners shall
be used.
o Clean ashtrays in all offices and lobby.
Ashtray to be wiped with a damp rag.
o Vacuum all carpets in offices, hallways, and
lobby.
o Sweep all non-carpeted areas..
o Mop lobby non-carpeted areas, restroom floors
and kitchen areas.
o Clean restroom mirrors, walls and partitions.
o Clean and disinfect restroom sinks, commodes
and urinals.
o Clean and disinfect drinking fountains.
o Clean lobby and elevator glass, hall mirrors,
brass and other bright work (no ammonia, or
abrasive polish to be used)
o Vacuum elevator carpets and tracks.
o Refill restroom supplies (tissue, towels,
soap, etc.) to be provided by the Xxxxxxx
Place.
o Dust lobby, boardroom, private lobby (7th),
6th and 7th floor reception and other
incidental furniture.
o In kitchen areas, all surfaces including sink
countertop, microwave tables to be wiped
clean.
220
o Computer room - dust all horizontal services
with a damp cloth (not wet) and vacuum floor
o Spot clean: walls, floors, doors & jams,
baseboards, inside windows, etc. in all
occupied areas as required.
o Lock office doors unless otherwise indicated.
o Turn off lights unless otherwise indicated.
Weekly
o Complete dusting: pictures, grills, ledges,
xxxxx, blinds, curtains. o Detailed vacuum,
all occupied areas o Clean all interior glass
(non-ammonia cleaner) o Polish all brass and
bright areas (non-abrasive polish) o Replace
sand in butt recepticals u Mop and buff: Lobby
area, non-carpeted areas, restroom floors, and
kitchen floors
o Computer room - mop floor (no buff)
Monthly
o Machine scrub restroom walls, partitions
o Clean walls, all
o Clean wall outlets, switches, baseboards,
doors
o Clean fire extinguishers
o Clean exterior light fixtures, air vents
o Vacuum furniture (sofas, chairs, etc.) in main
lobby, reception (6th o & 7th) private lobby,
offices
o Damp wash venition blinds, xxxxx, grills,
treatment (bacterial) of traps and floor
drains, all.
Quarterly
o Strip and wax all occupied offices, hall and
lobby non-carpeted areas.
Semi-Annually
o Wash interior and lenses of all light fixtures
o Clean all vertical surfaces
o Clean all walls (over 70")
o Shampoo all carpets in offices, hallways and
lobby o Clean all exterior windows and bright
areas.
Conditions of Services
Change of Times and Specifications - The owner may, at any time, and with
two day written notice to contractor, change the time and/or frequency and/or
specification of services under this Statement of work. Any such change in
services which shall constitute an increase or decrease in costs, the increase
or decrease in costs shall be arrived by mutual agreement of owner (or its
authorized agents.) and con. tractor, and contractor shall put into writing, any
increase or decrease in cost and all changes occurring to this Statement of
Work, and deliver within 2 days to owner.
Contractor Employees - Contractor shall furnish qualified and experienced
employees and supervisors to carry out the work to be performed by contractor as
specified in this Statement of Work. All personnel hired by contractor shall be
thoroughly screened, including police clearance, as permissable by law, and
shall wear identification badges furnished by the contractor.
Group Supervisor - Contractor shall provide one group supervisor to be
responsible for overseeing the entire cleaning operation. This individual will
maintain liaison with the Property manager.
Insurance- Contractor shall secure at it's expense, and keep in force until
the termination of contract of services, adequate insurance for it's employees
and contractor shall indemnify owner, it's agents and employees against all
liability or loss, and against all claims or actions based upon or rising out of
damage or injury (including death) caused or substained in connection with the
performance of services as specified
Equipmentand Materials -Contractor shall provide and bear all responsibility
for any equipment and materials owned or rented by contractor, required in the
performance of services as specified herein.
Non-Performance/Termination - Upon failure of the contractor to perform
services as provided herein this Statement of Work, the owner has the right to
immediately terminate the contract of service, and/or deduct from the monthly
billing that portion of cost related to the work not performed or actual cost
incurred by owner to complete such services. Owner shall maintain the right, at
anytime and without penality, to terminate services upon 30 days written notice.
Thirty day written notice is not required for termination due to
non-performance.
