Exhibit 21.02(a)
LEASE
Parties This Lease, made the 18th day of January, 1995, between
000 XXXX XXXXX XXXXXX LIMITED PARTNERSHIP, a Maryland
limited partnership, hereinafter called the Landlord, and
THE HUNTER GROUP, INC., a Maryland corporation,
hereinafter called the Tenant.
WITNESSETH
Premises That the Landlord hereby leases to the Tenant, and the
Tenant hereby hires and takes from the Landlord the
following described premises (hereinafter called the
"premises") outlined on Exhibit A hereto, in the office
and retail tower (hereinafter called the "building") known
as 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
containing an agreed total rentable area of eight thousand
one hundred two (8,102) square feet on the sixteenth
(16th) floor. The building and the adjoining garage and
retail space therein and the land on which the
improvements are located are sometimes hereinafter called
the "project."
Use To be used and occupied by the Tenant as office space for
general office purposes and for no other purpose. Without
limiting the generality of the foregoing, the premises
shall not be used as an office for a medical or dental
practitioner, a political party or political campaign
organization, or any foreign, federal, state or local
governmental entity or agency, or for any unlawful
purpose. Tenant shall not use the premises or any part
thereof for any purpose deemed by the Landlord's insurer
to be extra generality of the foregoing, the premises
shall not be used as an office for a medical or dental
hazardous on account of fire risk or that will increase
the existing rate of insurance on the building or cause a
cancellation of any insurance policy covering the building.
Term For a term to commence (the "Commencement Date") on the
earlier to occur of (a) the date on which Tenant occupies
the premises once the premises have been substantially
completed as provided in Exhibit C., or (b) October 1,
1995, and to end on September 30, 2000, unless sooner
terminated or extended as hereinafter provided. For
purposes of this Lease, the term shall include the initial
term and any renewal term.
The parties hereto do hereby agree and covenant as follows:
Rent 1. (a) Tenant shall pay the annual rent of Two Hundred
Two Thousand Five Hundred Fifty Dollars ($202,550)
payable in equal monthly installments in advance of
Sixteen Thousand Eight Hundred Seventy-Nine and 17/100
dollars ($16,879.17) each on the first day of every
calendar month during the term hereof, except that the
rent for the first month of the term, and for any period
prior to the first complete calendar month, shall be
payable upon execution of the Lease (the foregoing
rental amount is based on Twenty-Five Dollars ($25) per
rentable square foot of the premises). The last monthly
installment payment shall include rent for the last
calendar month plus rent for the remaining days to the
end of the term. Rent for any period of less than one
month shall equal 1/30 of the monthly rent for each day
of such period.
(b) As long as (i) Tenant is not in default under
this Lease, (ii) Tenant delivers to Landlord complete
Construction Documents (as defined in this Lease) by
no later than February 1, 1995, and (iii) Landlord
promptly approves the Construction Documents as
submitted, then Landlord shall provide Tenant with an
abatement of basic annual rent until September 30,
1995; provided, however, that if the premises are not
substantially completed by May 1, 1995 because of
delays directly attributable to Landlord's action or
inaction, Tenant shall be entitled to an abatement of
basic annual rent for a period of five (5) months
measured from the date on which the premises would
have been substantially completed but for the delay
directly attributable to Landlord.
(c) The Tenant will pay said rent without deduction,
set off or demand to 000 Xxxx Xxxxx Xxxxxx Limited
Partnership, c/o Building Manager, Colliers Xxxxxxx,
0 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx
00000, or to such other person or at such other place
as the Landlord may designate in writing. Checks for
the payment of rent shall be made payable to 000 Xxxx
Xxxxx Xxxxxx Limited Partnership or to such other
entity as the Landlord may designate in writing.
(d) All payments or installments of any rent
hereunder, other than annual rent, and all sums
whatsoever due under this Lease (including reasonable
attorneys' fees) shall be
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deemed additional rent. If any rent or additional rent
is not paid within five (5) days after the same is
due, in consideration of Landlord's additional
expense caused by such failure to pay, such arrearage
shall bear a late charge equal to five percent (5%)
of such arrearage, and such rent or additional rent,
together with the late charge, shall bear interest at
an annual rate of one and one-half percent above the
prime rate of such total amount. Interest shall
accrue on rent or additional rent plus the late
charge from the date such rent or additional rent is
due. Time is of the essence with respect to Tenant's
monetary obligations in this Lease. Any additional
rent, unless otherwise stated, shall be due within
thirty (30) days after Landlord has submitted a
written statement to Tenant showing the amount due,
and such obligation shall survive the expiration or
earlier termination of the term.
Care of
Premises 2. (a) The Tenant will take good care of the premises
and the building fixtures and appurtenances, and all
alterations, additions and improvements to them; will
repair all damage to the same resulting from the acts
of the Tenant, its employees, agents or invitees,
reasonable wear and tear excepted; will suffer no
waste or injury; will execute and comply with all
laws, rules, orders, ordinances and regulations, at
any time issued or enforced by any lawful authority,
applicable to the Tenant's use or occupancy of the
premises; and will repair at or before the end of the
term, all injury done by the installation or removal
of furniture and property. Tenant covenants and
agrees that it will not use or allow the premises to
be used for the storage, use, treatment or disposal
of any "hazardous substance," as defined under either
the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 et seq.) or Section 7-201 et seq. of the
Environment Article of the Annotated Code of Maryland
or as hereinafter enacted by any applicable federal,
state, county or governmental authority.
(b) At any time or times, the Landlord, either
voluntarily or pursuant to governmental requirement,
may, at the Landlord's own expense, make repairs,
alterations or improvements in or to the building or
any part thereof, including the premises, and, during
operations, may close entrances, doors, corridors,
elevators or other facilities, all
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without any liability to the Tenant by reason of
interference, inconvenience or annoyance. In
performing such repairs, alterations, or
improvements, Landlord shall use commercially
reasonable efforts to minimize interference to
Tenant's business. The Landlord shall not be liable
to the Tenant for any expense, injury, loss or damage
resulting from work done in or upon, or the use of,
any adjacent or nearby building, land, street or
alley.
Assignment,
Subletting
and Recapture 3. (a) The Tenant will not sell, assign, mortgage or
transfer this Lease, sublet the premises of any part
thereof, or allow any transfer thereof or any lien
upon the Tenant's interest by operation of law,
without the prior written consent of the Landlord.
The Tenant shall, by notice in writing, advise the
landlord of its intention from, on and after a stated
date, (which shall not be less than sixty (60) days
after the date of the Tenant's notice) to assign or
sublet any part or all of the premises for the balance
or any part of the term, and, in such event, the
Landlord shall have the right, to be exercised by
giving written notice to the Tenant within thirty
(30) days after receipt of the Tenant's notice, to
recapture the space described in the Tenant's notice
and such recapture notice shall, if given, cancel and
terminate the Lease with respect to the space therein
described as of the date stated in the Tenant's
notice. The Tenant's notice shall state the name and
address of the proposed assignee or subtenant and a
true and complete copy of the proposed sublease shall
be delivered to the Landlord with said notice. If the
Tenant's notice shall cover the all of the space
hereby demised, and the Landlord shall give the
aforesaid recapture notice with respect thereto, the
term of this Lease shall expire and end on the date
stated in the Tenant's notice as fully and completely
as if that date had been herein definitely fixed for
the expiration of the term. If, however, this Lease
be cancelled pursuant to the foregoing with respect
to less that the entire premises, the rental and the
escalation percentage herein reserved shall be
adjusted on the basis of the number of square feet
retained by the Tenant in proportion to the rent and
escalation percentage reserved in the Lease, and this
Lease as so amended shall continue thereafter in full
force and effect. If the Landlord, upon receiving the
Tenant's notice with respect to any such space, shall
not exercise its right to cancel as aforesaid, the
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Landlord will not unreasonably withhold its consent to
the Tenant's assignment or subletting of the space
covered by its notice. The Tenant shall pay to
Landlord promptly upon request the attorneys' fees
incurred by Landlord for each assignment or subletting
request, which fees shall not exceed Five Hundred
Dollars ($500) in each instance.
(b) If the amount of rent to be paid to the Tenant
by an assignee or sublessee is greater than the rent
required to be paid by the Tenant to the Landlord
pursuant to this Lease, the Tenant shall pay to the
Landlord, as additional rent, fifty percent (50%) of
any such excess as is received by the Tenant from such
assignee or sublessee net of the actual, verifiable,
and reasonable expenses incurred by Tenant in
connection with such sublease or assignment. Any
consent by the Landlord to an assignment or subletting
of this Lease shall not constitute a waiver of the
necessity of such consent as to any subsequent
assignment or subletting.
(c) Any levy or sale in execution, or any assignment
or sale in bankruptcy or insolvency, or the appointment
of a receiver or trustee of all or substantially all
of the property of the Tenant by a state or federal
court, shall be deemed an assignment within the
meaning of this Section.
(d) Any subletting or assignment hereunder shall not
release or discharge the Tenant of or from any
liability, whether past, present or future, under this
Lease, and the Tenant shall continue fully liable
hereunder and shall also be liable to the Landlord for
all costs incurred by the Landlord at the request of
and for a subtenant or assignee. The subtenant or
subtenants or assignee or assignees shall agree to
comply with and be bound by all the terms, covenants,
conditions, provisions and agreements of this Lease
to the extent of the space sublet or assigned, and
shall not assign the sublease or sublet the premises
or any part thereof, or allow any transfer thereof, or
any lien upon the subtenant's interest, without the
prior written consent of the Landlord, and the Tenant
shall deliver to the Landlord promptly after execution,
an executed copy of each such sublease or assignment
and an agreement of compliance by each such subtenant
or subtenants or assignee or assignees.
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(e) Any sale, assignment, mortgage, transfer, or
subletting of this Lease which is not in compliance
with the provisions of this Section shall be of no
effect and void.
(f) The Landlord may assign this Lease and shall not
be liable for obligations thereafter accruing
hereunder; provided that the Landlord's assignee
shall assume the Landlord's obligations hereunder
accruing on or after the date of assumption.
Alterations 4. (a) Tenant shall not make or permit anyone to make
any alterations in or additions or improvements to the
premises or install any equipment of any kind that
will require any alteration or addition to, or the use
of, the water, heating, air conditioning or electrical
or other building systems or equipment, without the
Landlord's advance written consent in each instance.
All alterations or additions shall be made only by
Landlord's contractors or contractors of which Tenant
has received the prior written approval from Landlord.
The Landlord's decision to refuse such consent to
alterations, additions or contractors shall be
conclusive. If the Landlord consents to such
alterations, additions or contractors before
commencement of the work or delivery of any materials
onto the premises or into the building, the Tenant
shall furnish the Landlord with plans and
specifications, copies of contracts, necessary permits,
and indemnification in form and amount satisfactory to
the Landlord against claims, costs, damages,
liabilities and expenses. All additions and alterations
shall be installed in a good, workmanlike manner, and
only new, high grade materials which are in accordance
with the building standards shall be used. Landlord
shall be paid a reasonable supervisory fee with respect
to additions and alterations, which fee shall not
exceed an amount equal to five percent (5%) of the cost
of the additions and alterations; PROVIDED, HOWEVER,
that Landlord shall not be entitled to any supervisory
fee for the Landlord's Work (as defined in Exhibit C).
Tenant hereby agrees to indemnify and hold the Landlord
harmless from and against any and all claims, costs,
damages, liabilities and expenses of every kind and
description which may arise out of or be connected in
any way with said alterations or additions or the
installation thereof; PROVIDED, HOWEVER, that such
indemnification obligation shall not apply in
circumstances where the claim, cost, damage, liability
or expense is
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directly attributable to Landlord's gross negligence.
Before commencing any work in the premises, the
Tenant shall furnish the Landlord with certificates
of insurance from all contractors performing labor
or furnishing materials insuring the Landlord
against any and all claims, costs, damages,
liabilities and expenses, which may arise out or be
connected in any way with said additions or
alterations or the installation thereof. The Tenant
shall pay the cost of all such alterations and
additions and also the cost of decorating the
premises occasioned by such alterations and
additions. Upon completing any alterations or
additions, the Tenant shall immediately furnish the
Landlord with contractors' affidavits and full and
final waivers of lien and receipted bills covering
all labor and materials expended and used. All
alterations and additions shall comply with all
insurance requirements and with all local ordinances
and regulations, and with the requirements of all
statutes and regulations of the State (or of any
department or agency thereof) in which the building
is located. The Tenant shall permit the Landlord to
supervise construction operations in connection with
these alterations or additions if the Landlord
requests to do so. The privilege herein granted to
the Tenant to make alterations or additions to the
premises is conditioned upon the Tenant's
contractors, workmen and employees working in
harmony and not interfering with the workmen,
employees and contractors of the Landlord or of any
other tenant.
(b) All alterations, additions, hardware, non-trade
fixtures and all improvements, temporary or
permanent, in or upon the premises, whether placed
there by the Landlord or the Tenant, shall, unless
the Landlord requests their removal, become the
Landlord's property and shall remain upon the
premises at the termination of this Lease by lapse
of time or otherwise without compensation or
allowance or credit to the Tenant. If the Landlord
requests removal of work (other than building
standard items as described in the Landlord's
standard form of workletter in use at the time of
execution of this Lease) whether installed by the
Landlord or the Tenant before or after the start of
the term, or if the Landlord requests removal of
additions, alterations, hardware, non-trade
fixtures, or improvements installed or made by the
Tenant, the Tenant shall remove the same prior to
the conclusion of the term and the Tenant shall
repair all damage to the premises caused by such
removal. The
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Tenant shall not be required to remove pipes and
wires concealed in the floors, walls, or ceilings,
provided that the Tenant properly cuts and caps the
same and seals them of in a safe, lawful, and
workmanlike manner. If, upon the Landlord's request,
the Tenant does not remove said things, the Landlord
may remove the same and repair all damage and the
Tenant shall pay to the Landlord upon demand the
cost of such removal and repair of all damage. The
Tenant shall remove the Tenant's furniture,
machinery, safe or safes, trade fixtures and other
items of personal property of every kind and
description from the premises prior to the end of
the term, however ended. If not so removed, the
Landlord may request their removal, and if the
Tenant does not remove them, the Landlord may do so
and the Tenant shall pay to the Landlord upon demand
the cost of such removal and repair of all damage.
If the Landlord does not request their removal, all
such items shall be conclusively presumed to have
been conveyed by the Tenant to the Landlord under
this Lease as a xxxx of sale without further payment
or credit by the Landlord to the Tenant.
Signs 5. (a) The Tenant will not permit or suffer any signs,
logos, symbols, advertisements or notices to be
displayed, inscribed upon or affixed on any part of
the outside or inside of the premises, or in the
building or on the street adjacent to the building.
(b) Tenant's name shall be affixed to the directory
board to be provided by the Landlord and on or near
the entrance doors of the premises, but only in such
size, color and style as the Landlord may approve.
At Tenant's request, Landlord shall at no charge to
Tenant place any additional names of Tenant's
partners, associates, and employees in the
electronic directory located below the building's
main directory.
Services and
Utilities 6. (a) The Landlord shall provide the following
services and utilities:
(1) JANITOR SERVICE in and about the premises,
Saturdays, Sundays and holidays recognized by
the Landlord excepted. The Tenant shall not
provide any janitor service in the premises
except through a janitor contractor or employees
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satisfactory to the Landlord. Exhibit B
attached hereto shall be the cleaning
specifications for the premises.
(2) HEAT AND AIR CONDITIONING Monday through
Friday from 8:00 a.m. to 6:00 p.m., Saturday
from 8:00 a.m. to 1:00 p.m., Sundays and
holidays recognized by the Landlord excepted,
whenever heat or air conditioning shall be
required for the comfortable occupation and use
of the premises. To the extent Tenant shall
give Landlord adequate advance notice, Landlord
shall provide heat and air conditioning in
excess of the foregoing hours at Tenant's
expense, and the cost thereof shall be paid by
Tenant to Landlord upon billing by Landlord as
additional rent. Whenever heat generating
machines or equipment or lighting fixtures other
than building standard lighting fixtures are
used in the premises and affect the temperature
otherwise maintained by the building air
conditioning system, the Landlord may install
supplementary air conditioning units in or for
the benefit of the premises, and the cost of
installation, operation and maintenance thereof
shall be paid by the Tenant to the Landlord upon
billing by the Landlord as additional rent. As
of the date of execution of this Lease, the
current hourly charge for after hours HVAC
service is Thirty-Five Dollars ($35) for air
conditioning and Twenty-Five Dollars ($25) for
heating. The foregoing rates are subject to
change from time to time by Landlord at any time.
(3) WATER from municipal mains for drinking,
lavatory and toilet puroses, drawn through
fixtures installed by the Landlord or by the
Tenant with the Landlord's written consent.
(4) ADEQUATE PASSENGER ELEVATOR SERVICE in
common with other tenants at all times, and
FREIGHT ELEVATOR SERVICE in common with other
tenants daily from 8:00 a.m. to 5:00 p.m.,
Saturdays, Sundays and holidays recognized by
the Landlord excepted ("Building Standard
Hours"), subject to scheduling by the Landlord.
Freight elevator service at other times
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and elevators with attendants shall be optional
with the Landlord and, if provided, shall be at
the Tenant's expense and never be deemed a
continuing obligation of the Landlord.
(5) TELEPHONE SERVICE to the phone closet on
the floor on which the premises is located.
Upon execution of this Lease, Tenant shall pay
Landlord an amount equal to One Thousand Seven
Hundred Fifty-Eight and 94/100 Dollars
($1,758.94). Such amount, which represents
$.2171 per rentable square foot of the premises,
constitutes Tenant's pro rata share of the cost
of bringing telephone servide from the basement
to such floor.
(6) MAINTENANCE of the roof, exterior and
common areas of the building.
(7) ELECTRICITY for Tenant's uses other than
operating the HVAC ("Tenant Electric"), provided
that the connected electrical load of the
incidental use equipment does not exceed an
average of 2.5 xxxxx per square foot of the
premises for lighting and 4 xxxxx per square
foot of the premise for other uses. The cost of
excess Tenant electric, if any, shall be paid by
Tenant to Landlord within thirty (30) days after
billing by Landlord based upon the average cost
per KWH for the building (unless Tenant is
directly charged for its usage) multiplied by
Tenant's KWH. The Landlord reserves the right to
require the Tenant to procure any excess
requirements at the Tenant's expense by
arrangement with the local utility furnishings
electricity to the building. the Tenant shall
also pay the Landlord for the cost of installing
any additional risers or other facilities that
may be necessary to furnish such excess
electricity to the premise. Landlord, at its
expense, may install a submeter for Tenant's
electric consumption. At Landlord's option,
Tenant shall pay for its own electric
consumption, with base rent being reduced by
$.65 per rentable square feet in the premises
and an adjustment being made to Tenant's Pro
Rata Share of Operating Expenses.
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(b) Tenant shall have access to the building, the
premises, and the parking garage 24 hours per day, 7
days per week, 52 weeks per year, provided that
access after Building Standard Hours shall be
contracted through a card or other access system at
Landlord's actual cost, which shall be paid by Tenant.
(c) The Landlord does not warrant that any of the
services above mentioned will be free from
interruption caused by war, insurrection, civil
commotion, riots, acts of God or the enemy or
Governmental action, repairs, renewals, improvements,
alterations, strikes, lockouts, picketing, whether
legal or illegal, accidents, inability of the
Landlord to obtain fuel or supplies, or any other
cause or causes beyond the reasonable control of the
Landlord. Any such interruption of service shall
never be deemed an eviction or disturbance of the
Tenant's use and possession of the premises or any
part thereof, or render the Landlord liable to the
Tenant for damages, or relieve the Tenant from
performance of the Tenant's obligations under this
lease.
Notice 7. Any notice, request, communication or demand under
the Lease shall be in writing and shall be considered
properly delivered when addressed as hereinafter
provided, given or served personally or by registered
or certified mail (return receipt requested) and
deposited in the United States general or branch
post office. Any notice, request, communication or
demand by the Landlord to the Tenant shall be
addressed to the Tenant at the premises (or, prior to
the date the Tenant first occupies any portion of the
premises, at the address of the Tenant set forth on
page 1 of this Lease) until otherwise directed in
writing by the Tenant. Any notice, request,
communication or demand by the Tenant to the Landlord
shall be addressed to the Landlord's Building
Manager, Colliers Xxxxxxx, 0 X. Xxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxx, Xxxxxxxx 00000, with copies
addressed simultaneously to IBM, Real Estate
Services, Xxx Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxx
Xxxx 00000, to the attention of the Director, Real
Estate Development and to the attention of Associate
General Counsel, until otherwise directed in writing
by the Landlord. Rejection or other refusal to accept
a notice, request, communication or demand or the
inability to deliver the same because of a changed
address of which no
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notice was given shall be deemed to be receipt of the
notice, request, communication or demand sent.
Landlord's
Title 8. The Landlord's title is and always shall be paramount
to the title of the Tenant, and nothing herein
contained shall empower the Tenant to do any act
which shall encumber the title of the Landlord.
Certain
Rights
Reserved to
Landlord 9. (a) The Landlord reserves the following rights:
(1) To change the name or street address of the
building without notice or liability of the
Landlord to the Tenant.
(2) To install and maintain a sign or signs on
the exterior of the building.
(3) During the last ninety (90) days of the term,
if during or prior to that time the Tenant
vacates the premises, to decorate, remodel,
repair, alter or otherwise prepare the premises
for reoccupancy.
(4) To constantly have pass keys to the premises.
(5) To exhibit the premises to others with prior
notification.
(6) To take any and all measures, including
inspections, repairs, alterations, additions and
improvements to the premises or to the building,
as may be necessary or desirable for the safety,
protection or preservation of the premises or
the building or the Landlord's interests, or as
may be necessary or desirable in the operation
of the building.
(b) The Landlord may enter upon the premises and may
exercise any or all of the foregoing rights hereby
reserved without being deemed guilty of an eviction
or disturbance of the Tenant's
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use or possession and without being liable in any
manner to the Tenant.
Tenant
Improvements 10. (a) "Tenant Improvements" shall be completed by
Landlord's contractors on Tenant's behalf in
accordance with Exhibit C.
(b) All Tenant Improvements, whether made at
Landlord's or Tenant's expense or the joint
expense of Landlord or Tenant, upon completion and
acceptance by Landlord, shall become and remain the
property of Landlord. If, notwithstanding the
aforegoing sentence, Tenant at any time during the
term removes elements of Tenant Improvements, Tenant
agrees to repair any damage to the premises and
restore the premises to a condition no less than the
standards set forth in Exhibit C. Any replacement of
Tenant Improvements, whether made at Tenant's expense
or otherwise, shall be and remain the property of
Landlord. The parties agree that Landlord shall have
the right to depreciate the value of Tenant
Improvements to the extent of Landlord's contribution
to the same.
Waiver of
Claims 11. To the extent permitted by law and except as a result
of the gross negligence or willful misconduct of
Landlord, the Tenant releases the Landlord and the
Landlord's agents, servants and employees, and the
Landlord's building manager of the building, and its
agents, servants and employees from, and waives all
claims for, damage to person or property sustained by
the Tenant or any occupant of the building or
premises resulting from the building or premises or
any part of either or any equipment becoming out of
repair, or resulting from any accident in or about
the building, or resulting directly or indirectly
from any act or neglect of any tenant or occupant of
the building or of any other person, including the
Landlord and the Landlord's agents, servants and
employees, and the Landlord's building manager of the
building, and its agents, servants, and employees.
This Section 11 shall apply especially, but not
exclusively, to the flooding of basements or other
subsurface areas, and to damage caused by
refrigerators, sprinkling devices, air conditioning
apparatus, water, snow, frost, steam, excessive heat
or cold, falling plaster, broken glass, sewage, gas,
odors or noise, or the bursting or leaking of pipes
or plumbing fixtures, and shall apply equally whether
any such damage results from the act or neglect of
the Landlord or of other tenants, occupants or
servants in the building or of any other person, and
whether such damage be caused or results from any
thing or circumstance above mentioned or referred to,
or any other thing or circumstance whether of a like
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nature or of a wholly different nature. If any such
damage, whether to the premises or to the building or
any part thereof, or whether to the Landlord or to
other tenants in the building, results from any act
or neglect of the Tenant, the Landlord may, at the
Landlord's option, repair such damage and the Tenant
shall upon demand by the Landlord, reimburse the
Landlord forthwith for the total cost of such
repairs. The Tenant shall not be liable for any
damages caused by its act or neglect if the Landlord
or a tenant has recovered the full amount of the
damages from insurance, and the insurance company has
waived in writing its rights of subrogation against
the Tenant. All property belonging to the Tenant or
any occupant of the premises that is in the building
or the the premises shall be there at the risk of the
Tenant or other occupant only, and the Landlord shall
not be liable for damages thereto or theft or
misappropriation thereof.
Holding
Over 12. If the Tenant retains possession of the premises or
any part thereof after the termination of the term by
lapse of time or otherwise and Tenant and Landlord
have not previously agreed on the mutually acceptable
rental rate, the Tenant shall pay the Landlord rent
at double the rate of rental specified in this Lease
for the time the Tenant thus remains in possession,
and in addition thereto, shall pay the Landlord all
damages sustained by reason of the Tenant's retention
of possession. The provisions of this Section do not
(a) waive the Landlord's rights of reentry or any
other right hereunder, and (b) obligate Landlord to
negotiate with Tenant regarding the holdover rental
rate or any other condition of a holdover tenancy.
Rules 13. The Tenant shall observe faithfully and comply
strictly with the rules and regulations attached to
this Lease and made a part hereof as Rider A, and
such other rules and regulations, promulgated from
time to time by the Landlord, as in the Landlord's
judgment are necessary for the safety, care and
cleanliness of the building or for the preservation
of good order therein. The Landlord will not be
liable to the Tenant for violation of such rules and
regulations by any other tenant, its servants,
employees, agents, visitors, customers, invitees, or
licensees.
Subordination 14. (a) This Lease shall be subordinate and subject at
all times to all ground or underlying leases and to
any mortgage or deed of trust covering the premises
or which at any time hereafter shall be made, and to
all renewals, modifications, consolidations, or
replacements thereof, and to all advances made, or
hereafter to be
-14-
made, upon the security of any such mortgage or deed
of trust. Tenant shall execute such further
instruments subordinating this Lease to any such
mortgage or deed of trust as the Landlord shall
request, provided that the holder of such mortgage or
deed of trust executes an attornment and
nondisturbance agreement providing that Tenant's
rights under this Lease will not be disturbed by such
holder so long as Tenant performs its obligations
pursuant to this Lease.
(b) Upon execution of this Lease, Landlord shall use
reasonable and diligent efforts to obtain for and
deliver to Tenant a non-disturbance and attornment
agreement in substantially the form attached hereto as
a part hereof as Exhibit D from each of the existing
mortgagees and/or trustees of the deeds of trust.
Default 15. All rights and remedies of the Landlord herein
enumerated shall be cumulative, and none shall
exclude any other right or remedy allowed by law or
equity.
(a) The occurrence of any one or more of the
following events shall constitute a default by the
Tenant and a breach of this lease: (i) the Tenant
fails to make a payment of rent or any other payment
of money as and when the same shall become due and
payable hereunder and such failure continues for five
(5) days after written notice from Landlord;
provided, however, that if Landlord is required to
send such notice of monetary default two (2) times
during any twelve (12) month period, any further
failure by Tenant to pay rent on the date on which it
is due shall be deemed deliberate and Landlord shall
have no obligation to send a notice of monetary
default to Tenant and Tenant shall have no period of
time within which to cure such monetary default, or
(ii) the Tenant fails to promptly and fully perform
or observe any of the other covenants, agreements,
rules and regulations, terms or conditions in this
Lease to be performed or observed by the Tenant and
such failure shall continue for more than twenty (20)
consecutive days after notice by the Landlord
specifying the nature of such failure, or if the
failure so specified shall be of such a nature that
the same cannot be reasonably cured or remedied
within said twenty (20) day period, the Tenant shall
not in good faith have commenced to cure or remedy
such failure within such twenty (20) day period and
thereafter diligently proceed therewith to
completion, (unless the act or omission of the Tenant
or occurrence involves a hazardous or emergency
condition which shall be cured by the Tenant
forthwith upon the Landlord's demand), or (iii) the
leasehold interest or property of the Tenant be
levied upon under execution
-15-
or be attached by process of law, or (iv) the Tenant
fails to take possession of the premises within
thirty (30) days after the commencement of the term
hereof, or (v) the Tenant discontinues the conduct of
its business in the premises, or (vi) the Tenant
makes an assignment for the benefit of creditors, or
a receiver be appointed for any property of the
Tenant, or at any time prior to or during the term of
this Lease any voluntary or involuntary petition or
similar pleading under any section or sections of any
bankruptcy law shall be filed by or against the
Tenant, or any voluntary or involuntary proceeding in
any court or tribunal shall be instituted to declare
the Tenant insolvent or unable to pay the Tenant's
debts, and in the case of any involuntary petition or
proceeding, the petition or proceeding is not
dismissed within thirty (30) consecutive days from
the date it filed.
(b) In the event of any default of the Tenant
hereunder, and at any time thereafter, (i) if the
term of this Lease shall not have commenced, the
Landlord may cancel and terminate this Lease by
notice to the Tenant, or (ii) if the term of this
Lease shall have commenced, the Landlord may serve
upon the Tenant a notice that this Lease and the term
hereof will terminate on a date to be specified
therein, and upon the date so specified by the
Landlord in such notice, this Lease and the then
unexpired term hereof shall terminate and come to an
end as fully and completely as if the date specified
in the Landlord's notice was the day herein
definitely fixed for the end and expiration of this
Lease and the term hereof, and the Tenant shall then
quit and surrender the premises to the Landlord, but
the Tenant shall remain liable as hereinafter set
forth; provided, however, that if the Tenant shall
fail to perform a covenant of this Lease two (2) or
more times in any period of six (6) months then,
notwithstanding that each act or omission shall have
been cured within the period after the giving of
notices as herein provided, any further similar act
or omission shall be deemed to be deliberate and the
Landlord thereafter may serve the aforesaid notice of
termination without affording to the Tenant a further
opportunity to cure.
(c) Upon termination of this Lease by the Landlord as
hereinabove provided, or if the premises become
vacated or deserted, the Landlord may, without
notice, terminate all services and re-enter the
premises either by force or otherwise, and by summary
proceedings or otherwise, dispossess the Tenant and
the legal representatives of the Tenant or any other
occupant of the premises, and remove their effects
without being deemed in any
-16-
manner guilty of trespass, eviction, or forcible
detainer, and hold the premises as if this lease had
not been made.
(d) In the event of default, re-entry, termination
and/or dispossess by summary proceedings or otherwise,
(i) the Landlord shall in addition to any other
rights granted herein or by law, be entitled to
recover all rent, additional rent and other sums due
and payable by the Tenant up to and including the
date of re-entry, in whole or in part, from the
Tenant's obligations to pay the rent hereunder for
the full term or from any other of its obligations
under this Lease or for damages herein described the
Landlord may, at the Landlord's option, occupy the
premises and/or cause the premises to be redecorated,
altered, divided, consolidated with other adjoining
premises, or otherwise changed or prepared for
reletting, and may relet the premises or any part
thereof for the account of the Tenant for a term or
terms to expire prior to, at the same time as, or
subsequent to, the original expiration date of this
Lease, and receive the rent therefor, applying the
same first to the payment of such expenses as the
Landlord may have incurred in connection with the
recovery of possession, redecorating, altering,
dividing, consolidating with other adjoining
premises, or otherwise changing or preparing for
reletting, and the reletting, including brokerage and
reasonable attorneys' fees, and then to the payment
of damages in amounts equal to the rent hereunder and
to the cost and expense of performance of the other
covenants of the Tenant as herein provided. The
Tenant agrees, whether or not the Landlord has relet,
to pay to the Landlord damages equal to the rent and
other sums herein agreed to be paid by the Tenant,
less the net proceeds of the reletting, if any, as
ascertained from time to time, and the same shall be
payable by the Tenant on the several rent days above
specified. In reletting the premises as aforesaid,
the Landlord may grant rent concessions, and the
Tenant shall not be credited therewith. No such
reletting shall constitute a surrender and acceptance
of the premises or be deemed evidence thereof. If the
Landlord elects, pursuant hereto, actually to occupy
and use the premises, or any part thereof, during any
part of the balance of the term, as originally fixed
or since extended, there shall be allowed against the
Tenant's obligation for rent, or damages as herein
defined, during the period of the Landlord's
occupancy, the reasonable value of such occupancy,
not to exceed in any event the rent herein reserved
and such occupancy shall not be construed as a
release of the Tenant's liability hereunder.
-17-
(e) Any and all property which may be removed from
the premises by the Landlord pursuant to the
authority of this Lease or of law, to which the
Tenant is or may be entitled, may be handled, removed
or stored by the Landlord at the risk, cost and
expense of the Tenant, and the Landlord shall in no
event be responsible for the value, preservation or
safekeeping thereof. The Tenant shall pay to the
Landlord upon demand any and all expenses incurred in
such removal and all storage charges against such
property so long as the same shall be in the
Landlord's possession or under the Landlord's
control. Any such property of the Tenant not removed
from the premises or taken from storage by the Tenant
within thirty (30) days after the end of the term,
however terminated, shall be presumed to have been
conveyed by the Tenant to the Landlord under this
Lease as a xxxx of sale without further payment or
credit by the Landlord to the Tenant.
(f) The Tenant shall pay upon demand all the
Landlord's costs, charges and expenses, including the
fees of counsel, agents and others retained by the
Landlord, incurred in enforcing or carrying out the
Tenant's obligations hereunder or incurred by the
Landlord in any litigation, negotiations or
transactions in which Tenant causes the Landlord,
without the Landlord's fault, to become involved or
concerned, plus interest from the date of payment at
the annual rate of one and one-half percent above the
prime rate, which amount shall be deemed to be
additional rent due and payable by the Tenant at once
without notice or demand.
(g) Tenant hereby waives all rights of redemption
granted by or under any present or future laws.
(h) Mention in the lease of any particular remedy
shall not preclude the Landlord from pursuing any
other remedy in law or in equity.
(i) The delivery of keys to any agent or employee of
the Landlord shall not be considered as a termination
of this Lease or a surrender of the premises.
(j) The Landlord and the Tenant hereby waive trial
by jury in any action, proceeding or counterclaim
brought by either of them against the other on any
matters arising out of or in any way connected with
this Lease, the relationship of the Landlord and the
Tenant, the Tenant's use or occupancy of the
premises, or any emergency statutory remedy. The
Tenant further agrees that it shall not interpose any
counterclaim or counterclaims in a
-18-
summary proceeding or in any action based on
nonpayment of rent or any other payment required of
the Tenant herunder, unless (a) the failure to
interpose such a counterclaim results in such
counterclaim being barred by the applicable stature
of limitations, or (b) the interposing of such a
counterclaim is deemed mandatory under the then
applicable procedural rules of the applicable court.
Mechanics'
Liens 16. The Tenant shall not permit any mechanics or
materialmen's liens to be filed against the fee of
the real property on which the building is located
nor against the Tenant's leasehold interest in the
premises. The Landlord shall have the right at all
reasonable times to post and keep posted on the
premises, any notices which it deems necessary for
protection from such liens. If any such liens are so
filed, the Landlord, at its election, may pay and
satisfy the same and in such event the sums so paid
by the Landlord, with interest from the date of
payment at the annual rate of one and one-half
percent above the prime rate, shall be deemed to be
additional rent due and payable by the Tenant at once
without notice or demand.
Eminent
Domain 17. (a) In the event that the whole or any part of the
premises shall be lawfully condemned or taken in any
manner for any public or quasi-public use, at the
Landlord's option, this Lease and the term hereby
granted shall forthwith cease and terminate on the
date of the taking of possession by the condemning
authority and the Landlord shall be entitled to
receive the entire award without any payment to the
Tenant, the Tenant hereby assigning to the Landlord
the Tenant's interest in the award, if any, and the
rent shall be apportioned as of such date.
(b) In the event that a part of the building shall
be so condemned or taken and, if, in the opinion of
the Landlord, the building should be restored in such
a way as to alter the premises materially, or the
building should be demolished, the Landlord may
terminate this Lease and the term and estate hereby
granted without compensation to the Tenant by
notifying the Tenant of such termination within sixty
(60) days following the date of the taking of
possession by the condemning authority, and this
Lease and the term and estate hereby granted shall
expire on the date specified in the notice of
termination not less than sixty (60) days after the
giving of such notice, as fully and completely as if
such date were the date hereinbefore set for the
expiration of the term of this Lease, and the rent
shall be apportioned as of such date.
-19-
Casualty 18. In the event of damge or destruction of the premises
during the term by fire, the elements, or casualty,
the Landlord shall forthwith repair the same,
provided such repairs can be made, in the Landlord's
opinion, within one hundred twenty (120) days, but
such damage or destruction shall not annul or void
this Lease, except that the Tenant shall be entitled
to a proportionate reduction of rent for the period
between the date of the casualty and the date on
which such repairs are completed, such proportionate
reduction to be based upon the extent that the
premises, or part thereof, may be untenantable. If,
in the Landlord's opinion, such repairs cannot be
made within one hundred twenty (120) days the
Landlord may, at its option to be exercised within
thirty (30) days from the date of such damage or
destruction make the same as soon as possible
thereafter, and this Lease shall continue in full
force and effect and the rent shall be
proportionately reduced as aforesaid. In the event
that the Landlord does not so elect to make such
repairs which cannot be made within said one hundred
twenty (120) day period, this Lease may be terminated
at the option of either party. In the event that the
building be damaged, this Lease shall continue in
full force and effect, but the Landlord shall
forthwith repair such damage; except that if the
building is severely damaged or destroyed, as
determined by the Landlord, the Landlord, at its
option to be exercised within thirty (30) days from
the date of such damage or destruction, may terminate
this Lease. The Tenant shall be entitled to a
proportionate reduction of rent only if the premises
are untenantable as aforesaid and no such rent
reduction shall be allowed by reason of
inconvenience, annoyance or injury to the Tenant's
business because of such damage or destruction, or
the necessity of repairing any portion of the
building, or making of such repairs, and the Landlord
shall not be liable to the Tenant because of such
inconvenience, annoyance or injury.
Waiver of
Subrogation 19. Each party hereto hereby waives all claims for
recovery from the other party for any loss or damage
to any of its property insured under valid and
collectible insurance policies.
Operating
Expenses 20. (a) In additon to the annual rent described in
Section 1 (and in any extension or renewal
provision), Tenant hereby agrees to pay to Landlord,
as additional rent, an amount for each Comparison
Year equal to the Tenant's "Pro Rata Share" of any
increase for such Comparison Year in the amount of
Operating Expenses over the Base Amount thereof.
-20-
(b) For the purposes of this Section 20:
(1) The term "Base Amount" means the Operating
Expenses for the calendar year 1995. The Base
Amount shall be adjusted proportionately for
Comparison Years that are not a full twelve (12)
months.
(2) The term "Comparison Year" means each
calendar year or portion thereof during the term.
(3) The term "Operating Expenses" means those
expenses incurred during such year in respect of
the operation and maintenance of the building
(after deduction of expenses allocable to the
retail portion of the building) in accordance
with sound management practices and generally
accepted accounting principles as applied to the
operation and maintenance of first class office
buildings, including premiums for insurance,
personal property taxes in connection with
property, utilities used in the maintenance and
operation of the building (excluding, however,
electric power costs for which any tenant
directly contracts with the local power service
company or for which any tenant reimburses
Landlord for the cost thereof), expenses of a
management office in the building for Landlord's
building manager and the net cost of operating
the amenities of the Building, including the net
cost of operating the amenities for office
tenants located on the twelfth floor of the
building. Operating Expenses shall be calculated
on a 95% "gross-up" basis, i.e., on the
assumption that the building is 95% occupied.
The term "gross-up" as used in this Section
shall mean and refer to that method of
calculating variable Operating Expenses which is
designed to most reasonably approximate the
actual cost of providing a variable Operating
Expense service to the space in the building
receiving such service. The "gross-up"
treatment, accordingly, shall be applied only
with respect to variable Operating Expenses
arising from services provided to space in the
building being occupied by Tenant (which
services are being provided to some tenants and
not to others or not to vacant space) in order
to equitably allocate such variable Operating
Expenses to the tenants receiving the benefit
thereof. Expenses that would otherwise be
considered Operating Expenses pursuant to this
Section shall be included as Operating Expenses
even though the same may
-21-
be paid by Landlord in the form of condominium
dues. If the Landlord shall eliminate the
payment of any wages or other labor costs, costs
of supplies, cost of subcontract services, or
other management costs, as a result of the
installation of labor saving devices, (whether
or not categorized as capital improvements) or
by any other means, or if the Landlord shall,
through installation during the term of energy
saving devices, (whether or not categorized as
capital improvements) effect savings in energy
or other utility costs, then in computing
Operating Expenses the corresponding item or
items of such wages or other costs saved, or the
utility cost saving differential, shall be
deducted from Operating Expenses. The cost of
these devices, plus interest at the lesser of
the annual interest rate of one and one--half
percent (1 1/2%) above the prime rate or the
actual interest rate incurred by Landlord if
Landlord borrows for such improvements, may be
amortized over a reasonable period of time as
determined by the Landlord in accordance with
sound management practices and generally
accepted accounting principles, and included as
an item of Operating Expenses; provided, that
such amortized cost plus interest in any full
rental year shall not exceed in that full rental
year the savings generated by the device.
Operating Expenses shall not include expenses
for repairs or other work occasioned by fire or
other insured casualty; expenses incurred in
leasing or procuring new tenants such as lease
commissions, advertising expenses and expenses
of renovating space for new tenants; interest or
amortization payments on any mortgage or
mortgages; and rental under any ground or
underlying lease.
(4) The term "Pro Rata Share" in reference to
Operating Expenses means the ratio which the
rentable square feet of the premises bears to
579,531 rentable square feet (the BOMA rentable
square footage of the office space in the
Building). The rentable square footage shall be
determined in accordance with the BOMA
definition of the American National Standard
ANSI, 265.1-1980.
(c) Statements of the amount of the Tenant's Pro
Rata Share of increase in Operating Expenses shall be
rendered by the Landlord to the Tenant as soon as
reasonably feasible for each Comparison Year. On or
before the Commencement Date with respect to the
first statement and, thereafter, on the first day for
the payment of
-22-
monthly rent under this Lease following the
furnishing of a statement for the prior Comparison
Year (1) the Tenant shall pay the Landlord a sum
equal to one-twelfth of the increase in Tenant's
estimated Pro Rata Share of Operating Expenses
multiplied by the number of months then elapsed
during the Comparison Year, and in advance,
one-twelfth of such increase in the estimated share
in respect of the then current month; and (2)
thereafter, until the next Comparison Year statement
shall be rendered, the monthly installments of rent
payable under this Lease shall include an amount
equal to one-twelfth of the Tenant's estimated share
of the increase in Operating Expenses based on the
most recent statement. Any payment, refund, or
credit shall be made without prejudice to any right
of the Tenant to dispute or of the Landlord to
correct any item or items in such statements pursuant
to subparagraph (e) hereof.
(d) Landlord shall deliver to Tenant, after the end
of each Comparison Year, a statement of the increase
in Operating Expenses for such period and Tenant's
Pro Rata Share thereof. Tenant's Pro Rata Share of
such Operating Expenses which are paid or payable for
such year shall be adjusted between Landlord and
Tenant, the parties hereby agreeing that Tenant shall
pay Landlord or Landlord shall credit Tenant's
account (or if such adjustment is at the end of the
Lease term, pay Tenant), as the case may be, within
thirty (30) days of the receipt of such statement,
such amounts as may be necessary to adjust Tenant's
payment of Tenant's Pro Rata Share of the increase in
Operating Expenses for such preceding period.
(e) The Landlord shall have the right, for a period
of eighteen (18) months after the rendering of any
statements to send corrected statements to the
Tenant, and any rent adjustments required thereby
shall be made within thirty (30) days thereafter.
This provision shall survive the expiration or
earlier termination of the term of this Lease. If
Tenant reasonably and in good faith disputes an
Operating Expense item in excess of an amount equal to
Fifty Thousand Dollars ($50,000), such dispute shall
be settled by binding arbitration by the American
Arbitration Association in accord with its then
prevailing rules. The arbitrators shall have no
power to change any term or provision of this Lease.
The arbitration panel shall consist of three (3)
arbitrators, one of whom must be a real estate
attorney actively engaged in the practice of
commercial real estate law in the Baltimore
metropolitan area for at least the last five (5)
years. Both parties shall continue
-23-
performing their Lease obligations pending the
conclusion of the arbitration proceeding.
(f) The Landlord shall keep and make available to
the Tenant at the business office of the Landlord
where such records are stored, for a period of sixty
(60) days after statements are rendered as provided
in this Section 20, records in reasonable detail of
the payment of Operating Expenses for the period
covered by such statement or statements and shall
permit the Tenant to examine and audit such of its
records as may reasonably be required to verify such
statements, at reasonable times during business hours.
Real Estate
Taxes 21. (a) In addition to the annual rent described in
Section 1 (and in any extension or renewal
provision), Tenant hereby agrees to pay to Landlord,
as additional rent, an amount for each Comparison
Year equal to the Tenant's "Pro Rata Share" of any
increase for such Comparison Year in the amount of
Real Estate Taxes over the Base Amount thereof.
(b) For the purposes of this Section 21:
(1) The term "Base Amount" means the Real
Estate Taxes for the July 1, 1995-June 30, 1996
tax fiscal year. The Base Amount shall be
adjusted proportionately for Comparison Years
that are not a full twelve (12) months.
(2) The term "Comparison Year" means each
fiscal year (July 1 - June 30) or portion
thereof during the term.
(3) The term "Real Estate Taxes" means all
taxes and assessments, special or otherwise,
levied upon or with respect to the building and
the land upon which it is located (with the land
assessment being allocated based upon the
relative value of the project improvements)
imposed by Federal, State or local governments,
(but shall not include income, franchise,
capital stock, estate or inheritance taxes
unless the Landlord equitably determines that
such taxes are in lieu of Real Estate Taxes),
and use or occupancy taxes, and excise and other
taxes (other than general income taxes) on rent
and other income from the building, (computed,
in case of a graduated tax, as if the Landlord's
income from the building were the Landlord's
sole taxable income), and any substitutions for
Real Estate Taxes. In the case of special taxes
and assessments payable in
-24-
installments only the amount of each installment
due and payable during a fiscal year shall be
included in Real Estate Taxes for that year.
Real Estate Taxes shall not include any
penalties or late payment charges.
(4) The term "Pro Rata Share" in reference to
Real Estate Taxes means the ratio which the
rentable square feet of the premises bears to
600,978 rentable square feet (the BOMA rentable
square footage of the office and retail space in
the building). The rentable square footage shall
be determined in accordance with the BOMA
definition of the American National Standard
ANSI, 265.1-1980.
(c) If by reason of complaint against valuation,
protest of tax rates, or otherwise, Real Estate Taxes
for any year are affected in such a way as would
result in a rent increase or decrease hereunder, the
Real Estate Taxes for the affected year shall be
recalculated accordingly and the resulting increase
or decrease in rent, less the expenses incurred in
effecting any such reduction, shall be paid
simultaneously with or applied as a credit against
the rent next becoming due. Any personal property
taxes or any increase in Real Estate Taxes by reason
of capital improvements, nonstandard or special
installations, alterations or fixtures made to the
premises by or for the benefit of the Tenant shall be
paid for by the Tenant.
(d) Statements of the amount of the Tenant's Pro
Rata Share of increase in Real Estate Taxes shall be
rendered by the Landlord to the Tenant as soon as
reasonably feasible for each Comparison Year. On or
before the Commencement Date with respect to the
first statement and, thereafter, on the first day for
the payment of monthly rent under this Lease
following the furnishing of a statement for the
current Comparison Year (1) the Tenant shall pay the
Landlord a sum equal to one-twelfth of the increase
in Tenant's estimated Pro Rata Share of Real Estate
Taxes multiplied by the number of months then elapsed
during the Comparison Year and, in advance,
one-twelfth of such increase in the estimated share
in respect of the then current month; and (2)
thereafter, until the next Comparison Year statement
shall be rendered, the monthly installments of rent
payable under this Lease shall include an amount
equal to one-twelfth of the Tenant's estimated share
of the increase in Real Estate Taxes based on the
most recent statement.
(e) After Landlord's receipt of tax bills for each
tax year, or such reasonable (in Landlord's
determination) time thereafter, Landlord will certify
to Tenant the amount of the increase in Real
-25-
Estate Taxes for the tax year in question and the
amount of Tenant's Pro Rata Share thereof. Tenant's
Pro Rata Share of such increase in Real Estate Taxes
which are paid or payable for each tax year shall be
adjusted between Landlord and Tenant, both Landlord
and Tenant hereby agreeing that Tenant shall pay
Landlord or Landlord shall credit to Tenant's account
(or, if such adjustment is at the end of the Lease
term, pay Tenant), as the case may be, within thirty
(30) days of the aforesaid certification to Tenant,
such amount necessary to effect such adjustment. The
failure of Landlord to provide such certification
within the time prescribed above shall not relieve
Tenant of its obligations generally or for the
specific tax year in which any such failure occurs.
(f) The Landlord shall keep and make available to the
Tenant at the business office of the Landlord where
such records are stored, for a period of sixty (60)
days after statements are rendered as provided in
this Section 21, records in reasonable detail of the
payment of Real Estate Taxes for the period covered
by such statement or statements and shall permit the
Tenant to examine and audit such of its records as
may reasonably be required to verify such statements,
at reasonable times during business hours.
(g) Landlord shall use reasonable efforts to pay the
Real Estate Taxes when due and before the imposition
of any penalty or late payment charge.
Condition of
Premises 22. The Tenant's taking possession shall be conclusive
evidence as against the Tenant that the premises were
in good order and satisfactory condition when the
Tenant took possession. No promise of the Landlord to
alter, remodel or improve the premises or the
building and no representations respecting the
condition of the premises or the building have been
made by the Landlord to the Tenant, unless the same
is contained herein, or made a part hereof. At the
termination of this Lease, by lapse of time or
otherwise, the Tenant shall return the premises in as
good condition as when the Tenant took possession,
ordinary wear and loss by fire or other casualty
insured under valid and collectible fire and standard
extended coverage insurance policies excepted,
failing which the Landlord may restore the premises
to such condition and the Tenant shall pay the cost
thereof and this obligation shall survive the
expiration or earlier termination of this Lease.
-26-
Save
Harmless 23. The Tenant agrees to indemnify and save harmless the
Landlord, the Landlord's building manager and
Landlord's other employees and agents against and
from any and all claims by or on behalf of any person
or persons, firm or firms, corporation or
corporations, arising from the Tenant's use of the
premises or the conduct of its business or from any
activity, work, or thing done, permitted or suffered
by the Tenant, in or about the premises, (or any
parking lot or structure, if applicable) and will
further indemnify and save the Landlord, the
Landlord's building manager and Landlord's other
employees and agents harmless against and from any
and all claims arising from any breach or default on
the Tenant's part in the performance or observance of
any covenant or agreement on the Tenant's part to be
performed or observed pursuant to the terms of this
Lease, or arising from any act or negligence of the
Tenant, or any of its agents, contractors, servants,
employees or licensees, and from and against all
costs, counsel fees, expenses and liabilities
incurred in connection with any such claim or action
or proceeding brought thereon; and in case any action
or proceeding be brought against the Landlord, the
Landlord's building manager or Landlord's other
employees and agents by reason of any such claim, the
Tenant upon notice from the Landlord covenants to
resist or defend at the Tenant's expense such action
or proceeding by counsel reasonably satisfactory to
the Landlord.
Possession 24. In the event of the failure of the Landlord to
deliver possession of the premises at the time of the
commencement of the term of this Lease, neither the
Landlord nor its contractors, subcontractors,
employees, agents or building manager shall be liable
for any damage caused thereby, nor shall this Lease
thereby become void or voidable, nor shall the term
herein specified be in any way extended, but in such
event the term shall begin when the Landlord does
deliver possession of the premises and the Tenant
shall not be liable for any rent until the time that
the Landlord delivers such possession.
Notwithstanding the foregoing, if Tenant delivers
acceptable Construction Documents (as defined in this
Lease) to Landlord by February 1, 1995 but Tenant is
unable to possess the premises by May 1, 1995 because
of delays caused solely and exclusively by Landlord,
then Tenant shall have the right to a full five (5)
month abatement of basic annual rent. Such five (5)
month rental abatement is scheduled to occur during
the period between May 1, 1995 (the projected date of
Tenant's possession of the premises) and September
30, 1995 (the day that shall be deemed the
Commencement Date unless Tenant takes possession of
the premises before such date).* The intent of this
provision is to
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provide Tenant with a five (5) month rental abatement
period as long as Tenant complies with the terms and
conditions of this provision and the other provisions
of this Lease.
Quiet
Enjoyment 25. The Landlord covenants and agrees that the Tenant on
paying the rent, including additional rent, and
performing and observing the covenants on the
Tenant's part to be performed and observed hereunder,
shall and may peaceably and quietly hold and enjoy
the premises for the term of this Lease without
disturbance from Landlord or anyone claiming
through or under Landlord, subject to the provisions
of this Lease.
Miscellaneous 26. (a) No receipt of money by the Landlord from the
Tenant after the termination of this Lease or after
the service of any notice or after the commencement
of any suit, or after final judgment for possession
of the premises shall renew, reinstate, continue or
extend the term of this Lease or affect any such
notice, demand or suit.
(b) No waiver of any default of the Tenant hereunder
shall be implied from any omission by the Landlord
to take any action on account of such default if such
default persists or be repeated, and no express
waiver shall affect any default other than the
default specified in a written waiver and then only
for the time and to the extent therein stated. The
invalidity or unenforceability of any provision
hereof shall not affect or impair any other provision
and the invalid or unenforceable provision shall be
deemed restated to comply with local law.
(c) The word "Tenant" wherever used in this Lease
shall be construed to mean Tenants in all cases where
there is more than one tenant, and the necessary
grammatical changes required to make the provisions
hereof apply either to corporations or individuals,
men or women, shall in all cases be assumed as though
in each case fully expressed.
(d) Provisions inserted herein or affixed hereto
shall not be valid unless appearing in the duplicate
original hereof held by the Landlord.
(e) Each provision hereof shall extend to and shall,
as the case may require, bind and inure to the
benefit of the Landlord and the Tenant and their
respective heirs, legal representatives, successors,
-28-
and assigns in the event this Lease and has been
assigned with the written consent of the Landlord.
(f) The headings of sections are for convenience only
and do not limit or construe the contents of the
sections.
(g) Submission of this instrument for examination
does not constitute a reservation of or option for
the premises. The instrument becomes effective as a
lease upon execution and delivery by both the
Landlord and the Tenant.
(h) All amounts (other than annual rent and
escalation payments) owed by the Tenant to the
Landlord hereunder shall be paid within thirty (30)
days from the date the Landlord renders statements of
account therefor and all such amounts, as well as
rent and additional rent, as set forth in Section
1(c), shall bear interest from their respective due
date until paid at the annual rate of one and
one-half percent above the prime rate. All such
amounts other than annual rent shall be deemed
additional rent or rents.
(i) The Tenant may occupy the premises prior to the
commencement of the term of this Lease with the
Landlord's written consent, and in such case all the
provisions of this Lease shall be in full force and
effect as soon as the Tenant occupies the premises.
(j) For purposes of this Lease, the "prime rate"
shall be the prime rate of interest established from
time to time by The First National Bank of Maryland,
provided that, if The First National Bank of Maryland
is no longer in existence or no longer establishes a
prime rate of interest, such rate shall be the
highest rate published by The Wall Street Journal in
its Money Rates section, or a comparable index
selected by Landlord and approved by Tenant, such
approval not to be unreasonably delayed, conditioned
or withheld.
(k) Simultaneously with the termination or expiration
of this Lease, Tenant shall return to Landlord all
keys and access cards relating to the project or the
premises.
(l) Tenant agrees that the terms of this Lease are
confidential and shall not be disclosed by Tenant to
any other party other than its accountant in
connection with the preparation of its financial
statements or tax returns, in any litigation
involving or relating to this Lease, or as otherwise
rquired by law.
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(m) Tenant shall be responsible for complying with the
Americans With Disabilities Act within the premises,
including its use of the premises.
Security
Deposit 27. Tenant has deposited with the Landlord the sum of
Sixteen Thousand Eight Hundred Seventy-Nine and
17/100 Dollars ($16,879.17) as security for the
faithful performance and observance by the Tenant of
the terms, provisions and conditions of this Lease.
In the event the Tenant defaults in respect of any of
the terms, provisions and conditions of this Lease
including, but not limited to, the payment of rent
and additional rent, the Landlord may use, apply or
retain the whole or any part of the security so
deposited to the extent required for the payment of
any rent and additional rent or any other sum as to
which the Tenant is in default or for any sum which
the Landlord may expend or may be required to expend
by reason of the Tenant's default in respect of any
of the terms, covenants and conditions of this Lease,
including, but not limited to, any damages or
deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after
summary proceedings or other re-entry by the
Landlord. In the event that the Tenant shall fully
and faithfully comply with all of the terms,
provisions, covenants and conditions of this Lease,
the security shall be returned to the Tenant after
the date fixed as the end of this Lease and after the
later to occur of (a) delivery of possession of the
entire premises to the Landlord or (b) thirty (30)
days after the termination or earlier expiration of
this Lease. In the event of a sale of the building or
leasing of the building, the Landlord shall have the
right to transfer the secureity to the vendee or
lessee and the Landlord shall thereupon be released
by the Tenant from all liability for the return of
said security; and the Tenant agrees to look solely
to the new landlord for the return of said security;
and it is agreed that the provisions hereof shall
apply to every transfer or assignment made of the
security to a new landlord. The Tenant further
covenants that it will not assign or encumber or
attempt to assign or encumber the monies deposited
herein as security and that neither the Landlord nor
its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or
attempted encumbrance.
Insurance 28. (a) At all times during the term of this Lease, the
Tenant, at its sole cost and expense, shall provide
and keep in full force and effect a policy of public
liability and property damage insurance,
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naming the Landlord (including its partners) and the
building manager as an additional insured, with
respect to the premises and the business of the
Tenant in, on, within, from or connected with the
premises, pursuant to which the limits of liability
shall be at least $1,000,000 in respect to injuries to
or death of any one person, $1,000,000 in respect to any
one occurrence, and $500,000 in respect to
destruction or damage to property or in such other
reasonable amounts as the Landlord shall require.
Said insurance policy shall contain a clause that the
insurer will not cancel or change the insurance
without first giving the Landlord thirty (30)
days prior written notice. Said insurance policy
shall be carried with an insurance company approved
by the Landlord, and a certificate of insurance shall
be delivered to the Landlord on the Commencement Date
of this Lease and upon renewal of each of said
policies.
(b) The Tenant shall not take out separate insurance
concurrent in form or contributing in the event of
loss other than liability insurance with that
required in this Section unless Landlord and Tenant
are included therein as additional insureds with loss
payable as provided in this Lease.
(c) If at any time the Tenant does not comply with
the covenants in this Section, the Landlord may, at
its option, (without prejudice to any other remedy
it might have) cause insurance as aforesaid to be
issued, and in such event the Tenant shall pay the
premium for such insurance as additional rent
promptly upon the Landlord's demand therefor.
Exculpation 29. It is understood that the Landlord on the date of
execution hereof is a Maryland limited partnership
and that no partner, general or limited, of said
limited partnership, as it may now or hereafter be
constituted, shall have any personal liability to the
Tenant or any person claiming under, by or through
the Tenant upon any action, claim, suit or demand
brought pursuant to the terms and conditions of this
Lease or arising out of the occupancy by the Tenant
of the premises.
Renewal
Option 30. (a) Provided (i) this Lease is then in full force
and effect, (ii) Tenant is not in default respecting
any provision or condition of this Lease, or said
default has been expressly waived in writing by
Landlord, either on the date Tenant elects to renew
or on the date the renewal term commences, and (c) X.
Xxxx Price Associates, Inc. or its successor
("Price") does not exercise any rights of
-31-
expansion under a lease between Landlord and Price,
then Tenant shall have the right as hereinafter
provided to renew this Lease (the "Renewal Option")
for the premises. The foregoing conditions shall
apply to the exercise of the Renewal Option, which
shall be for one (1) renewal term (the "Renewal
Term") of five (5) years immediately following the
expiration of the initial five (5) year term on the
same terms, conditions, and provisions as are set
forth in this Lease, save that:
(i) there shall be no further right of renewal after
the Renewal Term;
(ii) beginning with and as of the first day of the
Renewal Term, the annual rent and each monthly
installment thereof payable during such Renewal Term
shall be adjusted and modified as set forth in
subsection 30(c) below (but not less than the rent
being paid at the expiration of the current term); and
(iii) If Price exercises any rights of expansion it
may have under its lease, Tenant shall nonetheless
have the option to renew the term of this Lease for
the period from the expiration of the initial term of
this Lease through October 31, 2002.
(b) Tenant shall notify Landlord in writing of its
intention to consider exercising the Renewal Option
not less than twelve (12) months before the
expiration date of the initial five (5) year term of
this Lease, time being of the essence. Upon a
determination of the annual rent as herein provided,
Tenant shall give notice of its exercise of the
Renewal Option, in writing, not more than thirty (30)
days after said determination is delivered to Tenant
in writing. Tenant shall be deemed to have waived the
right to exercise the Renewal Option unless Tenant
shall have given notice to Landlord of the exercise
of such Renewal Option within the time periods as
hereinabove provided.
(c) Tenant shall pay to Landlord during the Renewal
Term an annual rent equal to the fair market value
rental rate (the "FMV Rental Rate"). The FMV Rental
Rate for purposes of any Renewal Term shall be the
rate per rentable square foot that Tenant shall pay
Landlord and shall be determined by the mutual
agreement of the parties hereto within thirty (30)
days of an event requiring such determination. If
the parties hereto cannot agree upon a value for the
FMV Rental Rate within the aforesaid thirty (30) day
period, Landlord and Tenant each shall, no later than
fifteen (15) days after the expiration of such thirty
(30) day period,
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select a Real Estate Broker (as defined below). If
either party shall fail to so appoint a Real Estate
Broker, the one Real Estate Broker so appointed shall
proceed to determine the FMV Rental Rate. If the
Real Estate Brokers selected by Landlord and Tenant
agree as to the FMV Rental Rate, such determination
shall be binding on Landlord and Tenant. If the Real
Estate Brokers selected by Landlord and Tenant cannot
agree as to the FMV Rental Rate within thirty (30)
days, then the Real Estate Brokers shall jointly
select a third Real Estate Broker, provided that if
they cannot agree on the third Real Estate Broker
within fifteen (15) days, then the third Real Estate
Broker shall be selected in accordance with the rules
prescribed by the American Arbitration (or any
successor thereto). The FMV Rental Rate shall then be
determined by the third Real Estate Broker within
thirty (30) days after his or her selection and such
determination shall be binding on Landlord and
Tenant. The term "Real Estate Broker" shall mean a
fit and impartial person having not less than ten
(10) years' experience as a broker of commercial
leasehold estates relating to first class downtown
Baltimore office buildings. The valuation shall be
conducted in accordance with the provisions of this
Section and, to the extent not inconsistent herewith,
in accordance with the then prevailing rules of the
American Arbitration Association in Maryland (or any
successor thereto). The final determination of the
Real Estate Brokers shall be in writing and shall be
binding and conclusive on the parties, each of whom
shall receive counterpart copies thereof. In
rendering such decision the Real Estate Brokers shall
not add to, subtract from, or otherwise modify the
provisions of this Lease. The outside costs and
expenses associated with the determination of the FMV
Rental Rate in accordance with the provisions of this
Section shall be borne equally by the parties. In
determining the FMV Rental Rate, the Real Estate
Brokers shall consider all the items set forth above
for consideration in determining the FMV Rental Rate.
Instructions to such effect shall be given to the
Real Estate Brokers. Tenant shall pay rent hereunder
until such determination is made at the rate
prescribed for rent during the initial term of this
Lease, subject to adjustment on determination of such
FMV Rental Rate whether by valuation by the Real
Estate Brokers as hereinabove provided or by
agreement of Landlord and Tenant. On such
determination, Tenant shall promptly pay to Landlord
any underpayment of rent and, in the event of any
overpayment of rent during such period, Landlord
shall credit the amount of such overpayment of rent
against the payments of rent next coming due until
such time as the overpayment has been fully credited
to Tenant. On the determination of the FMV Rental
Rate, Landlord and Tenant, on the demand of
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either of them, shall enter into a supplementary
agreement, to set forth such rent.
Relocation 31. The Landlord reserves the right at its option and at
the Landlord's expense to relocate the premises to any
floor of the building in a location of comparable size
and finish to the premises as described herein.
Landlord shall reimburse Tenant for the direct,
reasonable, and verifiable relocation expenses incurred
by Tenant, including Tenant's stationery costs and all
other reasonable business relocation costs.
Brokerage 32. The Tenant warrants and represents to Landlord that
the Tenant has not used the services of any broker,
agent or finder who would be entitled to a commission
on account of this Lease other than Colliers Xxxxxxx
and Xxxxxx Corporate Real Estate Services, and agrees
to defend, indemnify and save the Landlord harmless
from any commission or fee which may be payable to any
other broker, agent or finder with whom the Tenant has
dealt in connection with this Lease.
Estoppel
Certificates 33. The Tenant agrees at any time and from time to time
upon not less than ten (10) days prior written notice
by Landlord or the holder of any mortgage or security
interest in all or any part of the building to execute,
acknowledge and deliver to Landlord or such holder, as
the case may be, a statement in writing in such form
as Landlord or the holder of any mortgage or security
interest in all or any part of the building may
require, certifying among other things (i) whether the
Tenant is in possession of the premises and conducting
business with the public thereof from and specifying
the date of the commencement of such possession,
(ii) whether all required contributions by Landlord to
Tenant, or improvements to the premises, have been
made, (iii) the amount of any security deposit paid
by Tenant, (iv) the actual date of commencement and
termination of the term, (v) that this Lease is
unmodified and in full force (or if there have been
modifications, that the same in full force and effect
as modified and stating the modifications), (vi) the
dates to which the rent and other charges have been
paid in advance, if any, and (vii) whether or not to
the best knowledge of the signer of such a certificate
Landlord is in default in performance of any covenant,
agreement or condition contained in this Lease and, if
so, specifying each such default of which the signer
may have knowledge, it being intended that any such
statement delivered hereunder may be relied upon by
third parties not a party to this Lease.
-34-
Corporate
Tenants 34. In the event Tenant is a corporation, the persons
executing this Lease on behalf of Tenant hereby
covenant and warrant that: Tenant is a duly
constituted corporation qualified to do business in
Maryland; all Tenant's franchises and corporate taxes
have been paid to date; all future forms, reports,
fees and other documents necessary for Tenant to
comply with applicable laws will be filed by Tenant
when due; and such persons are duly authorized by the
board of directors of such corporation to execute and
deliver this Lease on behalf of the corporation.
Parking 35. During the term of this Lease, Tenant shall have the
right to rent, on a monthly basis, one (1) parking
space in the parking garage located adjacent to the
rear of the building for each 1,000 square feet of
rentable area of the premises (if Tenant leases more
than 7,500 rentable square feet of space on the
sixteenth floor of the building, Tenant shall be
entitled to use eight (8) parking spaces) plus three
(3) additional spaces. The additional three (3)
parking spaces shall be subject to recapture by
Landlord on thirty (30) days notice to Tenant. Rental
of parking spaces shall be subject to the payment of
standard fees charged by the parking garage to its
other users and shall be subject to such rules and
regulations which are applicable to the parking
garage. As of the date of this Lease, the monthly
rental rate per parking space is One Hundred
Sixty-Five Dollars ($165).
Governing
Laws 36. This Lease shall be governed by the Laws of the State
of Maryland.
Storage
Space 37. At Tenant's option, Landlord shall provide Tenant
with one square foot of storage space in the building
for every fifty (50) rentable square feet in the
premises, in an area selected by the Landlord and to
be served by an elevator. The annual rent for the
storage space shall be $10 per square foot, which
shall be payable in equal monthly installments in
advance, together with rent. The storage space shall
include unpainted drywall walls, unfinished ceiling,
one lockable door, lighting, and ventilation; however,
such space shall not be air conditioned or heated.
Lender
Approval 38. This Lease shall be subject to the approval of First
National Bank of Maryland. If the Lease is not
approved by First National Bank
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of Maryland within thirty (30) days of the date of
this Lease, this Lease shall be void and of no further
force and effect. The storage space shall include
unpainted drywall walls, unfinished ceiling, one
lockable door, lighting, and ventilation; however,
such space shall not be air conditioned or heated.
Cancellation 39. Provided Tenant is not in default under this Lease,
Tenant shall have the right to cancel this Lease
effective at the end of the third (3rd) anniversary of
the Commencement Date in accordance with the following
terms and conditions:
(a) If Tenant desires to so cancel this Lease, it
shall provide written notice (the "Cancellation
Notice") thereof to Landlord by no later than the end
of the second (2nd) anniversary of the Commencement
Date, time being of the essence;
(b) From and after the date on which the term of
this Lease is cancelled, Landlord and Tenant shall have
no further liability to the other except for
obligations that have accrued prior to the date of the
cancellation and those obligations that survive such
cancellation; and
(c) In consideration of granting Tenant the privilege
to cancel this Lease before its normally scheduled
expiration date, Tenant shall pay to Landlord a
cancellation fee totaling Two Hundred Forty-Three
Thousand Sixty Dollars ($243,060) (the "Cancellation
Fee"). Tenant shall pay the Cancellation Fee to
Landlord as follows:
(i) Tenant shall pay to Landlord an amount
equal to One Hundred Twenty-One Thousand Five Hundred
Thirty Dollars ($121,530) simultaneously with tendering
the Cancellation Notice to Landlord.
(ii) Tenant shall pay to Landlord an amount
equal to Sixty Thousand Seven Hundred Sixty-Five
Dollars ($60,765) one hundred eighty (180) days after
the date of the Cancellation Notice.
(iii) Tenant shall pay to Landlord an amount
equal to Sixty Thousand Seven Hundred Sixty-Five
Dollars ($60,765) on the first anniversary of the
Cancellation Notice.
Asbestos 40. Landlord represents and warrants to Tenant that, to the
best of Landlord's knowledge, and premises do not
contain any asbestos containing materials.
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Rider A and Exhibits A-D are attached hereto and made a part thereof.
IN WITNESS WHEREOF, this instrument has been duly executed by
the parties hereto as of the day and year first above written.
WITNESS: 000 XXXX XXXXX XXXXXX
LIMITED PARTNERSHIP
By: International Business
Machines Corporation,
Managing Partner
/s/ [Illegible]
------------------------------ By: /s/ J.R. Mayo (SEAL)
------------------
Name: /s/ J.R. Mayo
-------------------------
Title: Director, Finance, Investments
-------------------------
& Asset Management
IBM Real Estate Services
WITNESS: THE HUNTER GROUP, INC.
/s/ Xxxx Xxxxxx
----------------------------- By: /s/ Xxxx X. Xxxxxx (SEAL)
------------------
Name: /s/ Xxxx X. Xxxxxx
-------------------------
Title: Senior Vice President
-------------------------
STATE OF NEW YORK )
COUNTY OF Westchester )ss.:
On this 24 day of January, 1995, before me, X.X. Xxxxx, a Notary
Public in and for the State of New York, duly commissioned and sworn,
personally appeared J. Xxxx Xxxx, known to me to the * of Corporate
Real Estate and Construction, International Business Machines Corporation,
the corporation described in and that executed the foregoing instrument, and
also known to me to be the person who executed the foregoing instrument on
behalf of the corporation therein named, and acknowledge to me that such
corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year in this
certificate first above written.
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J. R. Mayo
Director, Finance, Investments
& Asset Management
IBM Real Estate Services
STATE OF MARYLAND )
COUNTY OF )ss.:
On this 18th day of January, 1995, before me, Xxxx Xxxxx, a Notary
Public in and for the State of Maryland duly commissioned and sworn,
personally appeared Xxxx Xxxxxx, known to me to be the Sr. VP of THE HUNTER
GROUP, INC., a Maryland corporation, the corporation described in and that
executed the foregoing instrument, and also know to me to be the person who
executed the foregoing instrument on behalf of the corporation therein named,
and acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year in this
certificate first above written.
/s/ Xxxx X. Xxxxx
----------------------------
Notary Public
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RIDER A
Attached to and made part of
Lease dated
made between
000 Xxxx-Xxxxx Xxxxxx Limited Partnership
and
The Hunter Group, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rules and Regulations
1. The sidewalks, halls, passages, elevators and stairways shall not be
obstructed by the Tenant or used for any purpose other than for ingress to
and egress from the premises. The halls, passages, entrances, elevators,
stairways, balconies and roof are not for the use of the general public, and
the Landlord shall in all cases retain the right to control and prevent
access thereto of all persons whose presence in the judgment of the Landlord
shall be prejudicial to the safety, character, reputation and interests of
the building and its tenants, provided, that nothing herein contained shall
be construed to prevent such access to persons with whom the tenant normally
deals in the ordinary course of its business unless such persons are engaged
in illegal activities. The Tenant and its employees shall not go upon the
roof of the building without the written consent of the Landlord.
2. The sashes, sash doors, windows, glass lights, and any lights or
skylights that reflect or admit light into the halls or other places of the
building shall not be covered or obstructed. The toilet rooms, water and wash
closets and other water apparatus shall not be used for any purpose other
than that for which they were constructed, and no foreign substance of any
kind whatsoever shall be thrown therein, and the expense of any breakage,
stoppage, or damage, resulting from the violation of this rule, shall be
borne by the Tenant who, or whose clerk, agents, servants, or visitors, shall
have caused it.
3. If the Landlord, by a notice in writing to the Tenant, shall object
to any curtain, blind, shade or screen attached to, or hung in, or used in
connection with any window or door of the premises, such use of such
curtain, blind, shade or screen shall be forthwith discontinued by the
Tenant. No awnings shall be permitted on any part of the premises, and no
building standard blinds shall be removed by the Tenant.
4. No safes or other objects heavier than the lift capacity of the
freight elevators of the building shall be brought into or installed in the
premises. The Tenant shall not place a load upon any floor of the premises
which exceeds the load per square foot which such floor was designed to carry
and which is allowed by law. The moving of safes shall occur only between
such hours as may be designated by, and only upon
-39-
previous notice to, the manager of the building, and the persons employed to
moves safes in or out of the building must be acceptable to the Landlord. No
freight, furniture or bulky matter of any description shall be received into
the building or carried into the elevators except during hours and in a
manner approved by the Landlord.
5. The Tenant shall not use, keep, or permit to be used or kept in the
premises any foul or noxious substance, or permit or suffer the premises to
be occupied or used in a manner offensive or objectionable to the Landlord or
other occupants of the building by reason of noise, odors, and/or vibrations,
or permit or suffer the premises to be occupied or used in a manner that, in
the sole judgment of the Landlord, diminishes or threatens to diminish the
quality or reputation of the building as a first class office structure or is
not in keeping with the reputation, integrity or standards of the Landlord,
or interfere in any way with other tenants or those having business therein,
nor shall any animals or birds (except Seeing Eye dogs) be kept in or about
the building. The Tenant shall not place or install any antennae or aerials
or similar devices outside of or in the premises.
6. The Tenant shall not use or keep in the building any inflammables
including, but not limited to, kerosene, gasoline, naphtha and benzene,
(except cleaning fluids in small quantities and when in containers approved
by the Board of Underwriters), or explosives or any other articles of
intrinsically dangerous nature, or use any method of heating other than that
supplied by the Landlord.
7. If the Tenant desires telephone or telegraph connections, the
Landlord will direct electricians as to where and how the wires are to be
introduced. No boring or cutting for wires or otherwise shall be made without
specific directions from the Landlord.
8. The Tenant, upon the termination of the tenancy, shall deliver to
the landlord all the keys of offices, rooms and toilet rooms which shall have
been furnished the Tenant or which the Tenant shall have had made, and in the
event of loss of any keys so furnished shall pay the Landlord therefor.
9. The Tenant shall not put down any floor covering in the premises
without the Landlord's prior approval of the manner and method of applying
such floor covering.
10. On Saturdays, Sundays and holidays recognized by the Landlord and on
other days between the hours of 6 p.m. and 8 a.m., access to the building, or
to the halls, corridors, elevators or stairways in the building, or to the
premises may be refused unless the person seeking access is known to the
watchman of the building in charge and has a pass or is properly identified.
The landlord shall in no case be liable for damages for the admission to or
exclusion from the building of any person whom the Landlord has the right to
exclude under Rule I above. In case of invasion, mob, riot, public
excitement, or other commotion, the Landlord reserves the right to prevent
access to the building during
-40-
the continuance of the same by closing the doors or otherwise, for the
safety of the tenants or the Landlord and protection of property in the
building.
11. The Tenant assumes full responsibility for protecting its space from
theft, robbery and pilferage including, without limitation, keeping doors
locked and windows and other means of entry to the premises closed.
12. The Tenant shall not alter any lock or install a new or additional
lock or any bolt on any door of the premises without prior written consent of
the Landlord. If the Landlord shall give its consent, the Tenant shall in
each case furnish the Landlord with a key for any such lock.
13. Without the Landlord's prior written consent, the Tenant shall not
use the name of the building (whether or not the building is named or
commonly known as "The IBM Building" or the like) in its advertising or other
publicity or on its stationery or other correspondence or otherwise, and
shall not use pictures of the building in advertising or publicity or
otherwise.
14. The Tenant shall not make any room--to--room canvass to solicit
business from other tenants in the building; and shall not exhibit, sell or
offer to sell, use rent or exchange in or from the premises unless
ordinarily embraced within the Tenant's use of the premises specified in the
Lease.
15. The Tenant shall not waste electricity, water or air conditioning
and agrees to cooperate fully with the Landlord to assure the most effective
operation of the building's heating and air conditioning, and shall not allow
the adjustment (except by the Landlord's authorized building personnel) of
any controls other than room thermostats installed for the Tenant's use. The
Tenant shall keep corridor doors closed and shall not open any windows except
that if the air circulation shall not be in operation, windows which are
operable may be opened with the Landlord's consent.
16. The Tenant shall not do any retail cooking in the premises or engage
any retail coffee cart or vending services.
17. Prior to removing furniture or equipment from the building, the
Tenant must submit a written list of such items and obtain approval thereof
from the office of the building manager.
18. The Tenant must comply with the Landlord's designation of building
standard lamps to be installed in all lighting fixtures in the cantilever
portion of the premises.
19. The smoking and the carrying of lighted tobacco products, including
but not limited to cigarettes, cigars and pipes is prohibited in the public
areas of the building (including the fitness center and the conference center
located on the twelfth floor of the
-41-
building, and the restrooms, lobbies, corridors, stairwells and elevators
within the building. Tenant shall advise its employees of this prohibition
and shall use reasonable efforts to insure that its employees, business
invitees, and guests do not violate this prohibition.
-42-
EXHIBIT A
[ DIAGRAM ]
16TH FLOOR
8102 RSF
EXHIBIT B
CLEANING SPECIFICATIONS
Nightly - Monday Through Friday
I. LOBBY
A. Daily
1) Empty all waste receptacles and cigarette urns.
2) Sweep floor.
3) Damp mop floor.
4) Vacuum and/or sweep walk-off mats.
5) Clean entrance door glass.
6) Dust furniture.
7) Vacuum carpet. Remove spots and stains.
8) Spray clean and polish floor.
B. Monthly
1) Machine scrub and coat with floor finish.
II. ELEVATORS
A. Daily
1) Wipe elevator cab walls.
2) Polish brightwork at elevator doors, door frames and call
buttons.
3) Sweep and clean elevator floors.
4) Vacuum and spot clean elevator carpets.
5) Clean elevator door tracks.
-ii-
III. OFFICE AREAS
A. Daily
1) Empty all waste receptacles.
2) Empty and wipe all ashtrays.
3) Vacuum all carpeted areas.
4) Spot clean all carpeted areas.
5) Thoroughly sweep all tiled floors with chemically treated dust
mops.
6) Damp mop all spillages.
7) Dust all furniture, files and ledges.
8) Damp wipe desk tops and tables as required to remove beverage
and finger marks.
9) Spot clean interior glass partitions to remove finger marks.
10) Sanitize and polish dry all drinking fountains.
B. Weekly
1) Vacuum edges of carpet. Vacuum all carpet under furniture and
areas not reached by upright vacuum cleaners.
2) Remove finger marks, smudges from doors, door frames and walls
around light switches.
3) Whisk or vacuum fabric furniture.
4) Remove cobwebs from high corners.
5) Dust a portion of the venetian blinds so that all are dusted
once a month.
6) Dust window xxxxx.
7) Spray clean tiled floors adding a coat of finish where needed.
-iii-
C. Monthly
1) Dust vertical surfaces of desks, files and cabinets.
2) Dust horizontal surfaces beyond height of reach.
3) Dust air vents in walls and ceilings.
4) Clean both sides of all interior glass partitions.
IV. COMPUTER ROOM
A. Daily
1) Empty all waste receptacles.
2) Empty and wipe all ashtrays.
3) Vacuum clean carpet.
4) Dust all desks, chairs and ledges.
V. CORRIDORS
A. Daily
1) Empty all waste receptacles.
2) Empty and wipe all ashtrays.
3) Sanitize and polish dry drinking fountains.
4) Dust all doors, ledges and signs.
5) Machine buff tiled floors.
6) Vacuum clean carpet.
B. Weekly
1) Remove finger marks from wall corners, doors and door frames.
2) Vacuum edges of carpet.
3) Vacuum elevator door tracks.
-iv-
4) Spray clean floors adding a coat of finish as needed.
VI. LAVATORIES
A. Daily
1) Empty all trash, paper towel and sanitary napkin receptacles.
2) Sanitize all commodes, urinals, and wash basins.
3) Polish mirrors, faucets and soap dispenser.
4) Spot clean wall and partitions adjacent to urinals.
5) Spot clean booth partitions.
6) Clean and polish tissue and towel dispensers.
7) Fill soap, tissue and towel dispensers.
8) Wash floor with disinfectant cleaners--special attention to
edges of floor and areas behind commodes and under urinals.
C. Monthly
1) Wash and sanitize tile walls.
2) Wash and sanitize booth partitions.
3) Dust vent grills in doors, walls and ceilings.
VII. STAIRWELLS
A. Daily
1) Sweep steps and landings.
2) Dust handrails and ledges.
VIII. CARPET MAINTENANCE PROGRAM
Janitorial staff is trained in the use of the spin bonnet method of
surface maintenance of carpet. This procedure is a part of the
janitorial service
-v-
and is designed to prolong the time between necessary deep cleaning
methods as described below.
IX. AT TENANT'S REQUEST
My Cleaning Service, Inc. is currently providing cleaning services in
the building. My Cleaning Service, Inc. special cleaning division has
trained specialists in carpet cleaning using the most modern
equipment available. Carpet cleaning is done upon tenant's request,
currently at the rate of 8.5 cents per square foot. A minimum of 500
square feet is currently required.
X. FURTHER SERVICES AVAILABLE
My Cleaning Service, Inc. special cleaning division is prepared to
provide services in the cleaning of carpet, upholstery, acoustical
ceiling tile, overhead lighting and draperies (in place). A quote for
any of these services will be prepared at tenant's request.
-vi-
EXHIBIT C
---------
TENANT IMPROVEMENTS WORK LETTER
Construction of the premises shall be supervised by Landlord and shall
be in accordance with the Construction Documents (as defined below). Such
construction shall be referred to as "Landlord's Work." All of the equipment,
fixtures and improvements installed pursuant to Landlord's Work shall be and
remain the property of Landlord. Landlord shall not receive a supervisory fee
for supervising Landlord's Work.
1. Space and Design Plans.
The "Space and Design Plans" shall mean plans for the construction of
Landlord's Work, showing its partitions, doors and plans, and other
illustrations as required to enable the preparation of Construction Documents
and which shall set forth all necessary information regarding, electrical,
telephone and light switch locations, lighting and reflected ceiling plan,
equipment codes, wall finishes, floor finishes, signage location, millwork
built-ins, architectural treatments, window covering and treatments, cabinet
work, paneling, any custom features for the Premises, and the types, color,
size and finish of all such materials Tenant shall submit to Landlord Space
and Design Plans.
2. Construction Documents. By no later than February 1, 1995, Tenant
shall submit to Landlord the architectural, mechanical, electrical and
plumbing construction documents (such documents referred to as the
"Construction Documents") in appropriate biddable form to implement the Space
and Design Plans. If, at any time Landlord determines that the Construction
Documents are not in appropriate biddable form to obtain bids or in
appropriate form to obtain permits from any government authority (including
if such Construction Documents are rejected by any government authority),
Landlord may require that Tenant revise and resubmit such Construction
Documents. Tenant shall revise and resubmit such Construction Documents
within five (5) days of Landlord's request. Approval by Landlord of the
Tenant's Working Drawings and Specification shall be non-technical approval
and shall not be deemed to mean approval of structure, size of ducts or
piping, adequacy of the electrical system, system/equipment capacities and
other technical matters. Tenant is responsible for coordinating the proper
and adequate design and construction of the Tenant's Improvements in
compliance with laws.
-vii-
3. Contracts and Payment for Space and Design
Plans and Construction Documents.
Tenant shall contract directly with the design, engineering and
architectural firms to draw the Space and Design Plans and the Construction
Documents for Landlord's Work. All such firms shall be subject to Landlord's
prior written approval not be unreasonably withheld or delayed.
4. Selection of Contractor.
Based on the Construction Documents, Landlord shall prepare an
invitation to bid which includes a copy of the proposed form of construction
contract on the basis of a guaranteed maximum price contract. Landlord shall
submit bids to the contractors, in good faith, agreed upon by Landlord and
Tenant (collectively, the "Qualified Contractors"). Landlord and Tenant shall
mutually select the contractor to perform Landlord's Work from the bids
received. If Tenant and Landlord fail to agree on a contractor within four
(4) days thereafter, Landlord shall select the apparent low bidder (the
contractor selected in accordance with the foregoing procedure is herein
called the "Contractor"). The Contractor, with the approval of Landlord,
shall select the subcontractors. The Contractor and subcontractors must be
willing to agree to all requirements imposed by Landlord's construction
and/or permanent lender (including any reasonably requirements relating to
retainages, advances, insurance, bonding requirements, mechanics' lien
waivers or otherwise) and penalties for late delivery of space. After
selection of the Contractor, Landlord shall negotiate and execute a
construction contract with the Contractor. Landlord may make changes to the
form construction contract but the contract guaranteed maximum price shall
remain the same without cost overruns except for Tenant change orders,
Necessary Change Orders, and other change orders approved by Tenant. After
approval of the Construction Documents, selection of the Contractor, and
execution of the construction contract, the Contractor shall proceed with
construction of Landlord's Work under the supervision of Landlord. Tenant
shall evaluate and analyze all construction pricing to ensure current market
pricing and to maximize the use of Landlord's Construction Contribution (as
defined below). To that end, Landlord shall provide Tenant with all scheduled
construction pricing for review and analysis.
5. Change Orders
Landlord shall have the right to initiate any change order if such
change order (a "Necessary Change Order") is necessary: (a) for compliance
with any applicable laws; (b) in order to obtain necessary permits or
certificate of occupancy; or (c) for Landlord's Work to be compatible with or
coordinated with base building structure or systems. Landlord shall notify
Tenant of any Necessary Change Order. Other than Necessary Change Orders,
Landlord shall notify Tenant
-viii-
and obtain Tenant's consent prior to initiating a material change. Tenant
shall notify Landlord of its approval or denial within two (2) business days
of Landlord's request.
Tenant (acting through Tenant's Authorized Representative) shall have
the right to initiate change orders, subject to Landlord's reasonable
approval. Landlord shall not unreasonably withhold its approval to any such
Tenant-initiated change order proposal. Following receipt of a request for a
change order, Landlord shall promptly (i.e., within 2 days) notify Tenant
whether such request is approved, and if such request is approved Landlord
shall submit to Tenant a written change order which shall include an estimate
of the cost and any anticipated delays that will be incurred as a result of
the change. Upon Tenant's execution of the written change order prepared by
Landlord, the change shall be incorporated into Landlord's Work. Any delays
caused by Tenant's change orders or Necessary Change Orders shall be treated
as a Tenant Delay.
6. Payment of Cost.
Landlord shall provide Tenant a total construction allowance of
Thirty-Seven Dollars ($37) per rentable square foot (the "Landlord's
Construction Contribution") for the construction of the Premises. Of
Landlord's Construction Contribution, Ten Dollars ($10) per rentable square
foot consists of building standard items that have already been purchased by
Landlord, including installation of basic HVAC duct runs and 20 VAV boxes,
ceiling grid, sprinklers systems, mini-blinds, as well as ceiling tile and
light fixtures stacked on the floor.
The balance of Landlord's Construction Contribution, Twenty-Seven Dollars
($27) per rentable square foot, shall be used by Landlord to complete
Tenant's work as per the Construction Documents and, to the extent any funds
remain, such remaining funds may be used by Tenant for moving expenses,
space planning, preparation of the Space and Design Plans and the
Construction Documents or to offset any rental payments due under the Lease.
Tenant shall pay for any overage of Landlord's construction within thirty
(30) days of receipt of written xxxx. Failure by Tenant to tender payment for
such improvements shall not delay the Commencement date and shall be deemed a
default of this Lease.
7. Performance and Completion of Landlord's Work.
Tenant's Authorized Representative shall be given access to the Premises
during performance of the Landlord's Work, subject to such person's
compliance with all safety rules, and provided he/she does not interfere with
the Landlord's Work.
-ix-
After the Premises are substantially completed, Landlord and Tenant shall
agree to a punchlist of items which Landlord shall complete as promptly as
reasonably possible, subject to Long-Lead Items. Said punchlist or the
failure of Long-Lead Items to be installed shall have no effect on Tenant's
obligation to pay rent or to accept possession of the Premises and shall not
result in an extension of the Commencement Date. Long-Lead Items will be
completed and installed as soon as commercially reasonable.
"Substantial completion" occurs on the date on which the Premises are
substantially complete and ready for occupancy in accordance with the
Construction Documents except for punch list items, the completion of which
will not materially adversely affect Tenant's ability to occupy the Premises,
and Long-Lead Items, which date Landlord and Tenant shall agree on in good
faith. Landlord will exercise due diligence in completing all punch list
items and Long-Lead Items. Tenant shall be entitled to withhold payment of
sums for uncompleted items identified on the punchlist pending satisfactory
completion of such uncompleted items.
Tenant shall not be charged for use of elevators during the construction
of Landlord Work and during actual move in to the building or at any time
during the term, other than through its Pro Rata Share of Operating Expenses
and Real Estate Taxes.
8. Uniformity of Building.
To ensure the quality, uniformity and continuity of the building,
Landlord and Tenant agree that:
a. Suite Entry Security Systems: The suite entry security system, if
any, shall conform to the suite security systems specified by Landlord as
standard for the entire building.
b. Suite Entry Door. Landlord will prescribe a standard full height
suite entry door (and hardware) on multi-tenanted floors from which Tenant
shall not vary.
c. Exit Door. Landlord will prescribe a standard full height exit door
(and hardware) on multi-tenanted floors from which Tenant shall not vary.
d. Light Fixtures. All fixtures shall be of a recessed nature and flush
with the ceiling. All fixtures shall be subject to Landlord's approval, not
to be unreasonably withheld.
9. Installation of Items by Tenant.
-x-
As provided in the Lease, upon notice to Landlord, Tenant and its
agents and contractors shall have the right to enter the Premises to install
equipment and fixtures and other work above Landlord's Work to prepare the
Premises for Tenant's occupancy ("Tenant's Work") provided they do not
interfere with the Landlord's Work or violate any safety rules. Such entry
to and installation of work within the Premises shall not, in and of itself
constitute or be deemed to be Tenant's (or any person's claiming by, through
or under Tenant) occupation of the Premises for the purpose of conducting
Tenant's (or such other person's) business. Before entering the Premises to
perform or cause to be performed the Tenant's Work, Tenant shall provide to
Landlord evidence of the insurance coverages that Tenant is required to
obtain and maintain under the terms and conditions of the Lease. Any delays
caused by Tenant's interference shall be treated as Tenant Delays.
Any contractor engaged by Tenant shall be solely responsible for the
transportation, safekeeping, and storage of materials and equipment used in
the performance of the Tenant's Work, for the removal of waste and debris
resulting therefrom, and for any damage caused by them to any installation or
work performed by any other party. The Tenant's Work shall comply with all
applicable insurance requirements and all applicable laws and requirements
and shall be performed in a good and workmanlike manner using only new, high
grade materials.
10. Tenant's Authorized Representative.
Tenant shall designate a representative ("Tenant's Authorized
Representative") as the person authorized to approve in writing all plans,
drawings, specifications, change orders, charges and approvals pursuant to
this Exhibit. No other party is authorized to act for or bind Tenant with
respect to any of the foregoing matters.
11. Disputes.
Any dispute arising out of or in connection with this Work Letter
shall be determined by arbitration in accordance with the rules of the
American Arbitration Association, unless the parties hereto otherwise
mutually agree. The determination of the arbitration shall be conclusive
upon the parties and judgment upon the same may be entered in any court have
jurisdiction over the parties and the subject matter of the dispute.
12. Indemnification and Waiver of Claims.
Landlord and Tenant hereby acknowledge and agree that the terms and
provisions of Sections 2, 4, 5, 11, 13, 16, 19, 23, 28 and 29 of the Original
xi
Lease shall apply during the period commencing with Landlord's Work, through
and including the Commencement Date (including during the Term).
13. Substantial Completion.
Landlord shall use commercially reasonable efforts to deliver
possession of the premises substantially complete within ninety (90) days
following the last to occur of (a) the issuance of all required building
permits, and (b) the commencement of construction at the premises on a full
time basis, subject to extensions caused by force majeure, and Tenant Delays
(as defined below), extended for one (1) day for each day of delay caused by
force majeure or Tenant Delays. For purposes of this Work Letter, force
majeure shall include delays caused by war, insurrection, civil commotion,
riots, act of God, or the enemy or governmental action, strikes, lockouts,
picketing, accidents, failure of Landlord to obtain fuel or supplies, or any
other causes beyond the reasonable control of Landlord. The May 1, 1995
outside date for the substantial completion of the premises shall be extended
one (1) day for each day of delay caused by Landlord,e.g., unavailability of
elevators other than unavailability caused by Tenant having to work together
with other construction that is going on in the building, delays in
responding to Tenant requests beyond three (3) business days in each
instance, and delays caused solely by Landlord requiring Tenant to use
certain subcontractors. For purposes of the Lease, substantial completion
shall not include "Long-Lead Items", including but not limited to millwork,
any special order material, any special order items, and punchlist items.
14. Schedule.
As used herein the term "Tenant Delay" shall be the sum of (i) each
day beyond those dates specified herein for Tenant to respond to notice from
Landlord or beyond those dates specified herein for Tenant to deliver
documents until Tenant so responds or deliver such documents and (ii) each
day of delay caused by Tenant Change Orders and Necessary Change Orders.
xii
EXHIBIT D
FORM OF NON-DISTURBANCE, ATTORNMENT, AND
SUBORDINATION AGREEMENT
NON-DISTURBANCE, ATTORNMENT, AND SUBORDINATION AGREEMENT
THIS AGREEMENT is made as of the ___ day of _______________, 19___, by and
among ______________________________________________ (hereinafter refered to as
"Landlord"), ____________________________________________ (hereinafter referred
to as "Tenant"), and THE FIRST NATIONAL BANK OF MARYLAND (hereinafter
referred to as "Mortgagee").
WHEREAS, by Lease dated _________________________ (hereinafter referred
to as the "Lease"), Landlord has leased to Tenant and Tenant has rented from
Landlord the premises known as ___________________________________, Maryland
(hereinafter referred to as the "Premises") for- and original term of _________
years, beginning on the date set forth in the Lease; and
WHEREAS, it was a condition of the execution of the Lease that this
Agreement be executed; and
WHEREAS, Mortgagee is the holder of a mortgage or deed of trust dated
_________________, 19___, and, recorded or intended to be recorded among the
Land Records of _________________________, Maryland, which constitutes an
encumbrance against the Premises (which mortgage or deed of trust, as the
same may be modified, supplemented, extended and/or renewed from time to
time, is hereinafter referred to as the "Mortgage"), and is the holder with
respect to the Lease of an Assignment of Landlord's Interest in Leases also
dated _________________, 19___ (hereinafter referred to as the "Assignment");
and
WHEREAS, Mortgagee desires that Tenant agree to attorn to the purchaser
at foreclosure of the Mortgage in the event of such foreclosure, or to
Mortgagee in the event of collection of the rent by Mortgagee; and Tenant is
willing to agree to so attorn if Mortgagee will recognize Tenant's rights
under the Lease to the extent hereinafter indicated.
NOW, THEREFORE, WITNESSETH for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
-xiii-
SECTION 1
NON-DISTURBANCE OF TENANT
Morgagee agrees with Tenant that so long as no default exists, nor any
event has occurred, which has continued to exist for such period of time
(after notice, if any, required by the Lease) as would entitle Landlord to
terminate the Lease or would cause, without any further action of Landlord,
the termination of the Lease, or would entitle Landlord to dispossess Tenant,
the Lease shall not be terminated by Mortgagee, nor shall Tenant's use,
possession, or enjoyment of the Premises be interfered with by Mortgagee, nor
shall the leasehold estate granted by the Lease be affected by Mortgagee in
any other manner, in any foreclosure or any action or proceeding instituted
under or in connection with the Mortgage, or in case Mortgagee takes
possession of the Premises pursuant to any provision of the Mortgage.
SECTION 2
TENANT TO ATTORN TO MORTGAGEE
Tenant agrees with Mortgagee that if the interests of Landlord in the
Premises shall be transferred to and owned by Mortgagee by reason of
foreclosure or other proceedings brought by it, or by any other manner,
Tenant shall be bound to Mortgagee under all of the terms, covenants, and
conditions of the Lease for the balance of the term thereof remaining and any
extensions or renewals thereof which may be affected in accordance with any
option therefor in the Lease, with the same force and effect as if Mortgagee
were the Landlord under the Lease, and Tenant does hereby attorn to Mortgagee
as its Landlord, said attornment to be effective and self-operative without
the execution of any further instruments on the part of any of the parties
hereto immediately upon Mortgagee succeeding to the interest of Landlord in
the Premises. Tenant has received a copy of the Assignment and consents
thereto and agrees to be bound thereby and agrees if Mortgagee shall, pursuant
to the Assignment, elect to require Tenant to pay to Mortgagee the rent and
other charges payable by Tenant under the Lease, Tenant shall, until
Mortgagee shall have cancelled such election, be similarly bound to Mortgagee
and shall similarly attorn to Mortgagee as its Landlord. Tenant's obligations
under this Agreement shall not be affected by its surrender of the Premises
or its ouster therefrom in accordance with the provisions of the Lease by
Landlord or any successor in interest to Landlord.
SECTION 3
LIMITATIONS ON LANDLORD FOR BENEFIT OF TENANT
Landlord agrees with Tenant that Landlord's estate in the Premises shall
not be conveyed or encumbered without the written consent of Tenant and of
Mortgagee so long as the Lease is in force and effect; unless, in the case of
a conveyance, such conveyance is made expressly subject to the rights of
Tenant under the Lease for the original term of the Lease and any extensions
or renewals thereof which may be affected in accordance with any option
therefor in the Lease, or the grantee, for itself and its
-xiv-
personal representatives, successors, and assigns, agrees in writing with
Tenant to assume all of the obligations of Landlord under the Lease and to
recognize the rights of Tenant and its personal representatives, successors
and assigns to remain in possession of the Premises under all of the terms
and provisions of the Lease for the original term and any extensions or
renewals thereof which may be effected in accordance with any option therefor
in the lease so long as no-default by Tenant exists and no event exists that
would permit Landlord to reenter and terminate the Lease; or unless, in the
case of an encumbrance (exclusive of the Mortgage), the instrument creating
the encumbrance is made expressly subject to the Lease.
SECTION 4
LIMITATIONS ON LANDLORD FOR BENEFIT OF MORTGAGEE
Landlord agrees with Mortgagee that Landlord's estate in
the Premises shall not be conveyed, nor shall Landlord further assign
Landlord's interest in the Lease, unless the grantee or assignee shall
acknowledge in writing to Mortgagee that the conveyance or assignment is
accepted subject to the Lease and to the Assignment. Landlord further agrees
that in the event said estate in the premises or said interest in the Lease
passes to any other person, firm, or corporation, by operation of law or by
any other means, such passage of title shall be subject to the Assignment.
SECTION 5
LANDLORD'S INTEREST IN PREMISES SUBJECT TO LEASE
Landlord agrees with Tenant and Mortgagee that in the event
Landlord's estate in the Premises passes to any other person, firm or
corporation, by operation of law or by any other means, such passage of title
shall be subject to the Lease and to the rights of Tenant thereunder.
SECTION 6
TENANT TO ATTORN TO PURCHASER OR OTHER
Tenant agrees with Landlord and Mortgagee that in the
event of a foreclosure sale of the Premises under any future lien against
Landlord's estate in the Premises, or in the event that Landlord's estate in
the Premises passes to any other person, firm, or corporation by operation of
law or any other means, than in any of said events, Tenant shall promptly
attorn to the purchaser at the foreclosure sale, or to the grantee of the
Premises from Landlord, or to such other successor to Landlord's estate,
under all of the terms, covenants, and conditions of the Lease; provided
that such purchaser, grantee, or other success agrees with Tenant in writing
to recognize the right of possession and other rights of Tenant and its
person representatives, successors, and assigns under the Lease for the
original term and extensions or renewals thereof effected pursuant to any
option therefor in the Lease.
-xv-
SECTION 7
EXECUTION OF ESTOPPEL CERTIFICATE
(a) At any time, and from time to time, upon the written
request of Mortgagee, Tenant (within twenty (20) days of the date of such
written request) agrees to execute and deliver to Mortgagee, without charge
and in a form satisfactory to Mortgagee, a written statement: (i) ratifying
the Lease; (ii) confirming the commencement and expiration dates of the term
of the Lease; (iii) certifying that Tenant is in occupancy of the Premises
and that the Lease is in full force and effect and has not been modified,
assigned, supplemented, or amended except by such writings as shall be
stated; (iv) certifying that all conditions and agreements under the Lease to
be satisfied or performed by Landlord have been satisfied and performed
except as shall be stated; (v) certifying that Landlord is not in default
under the Lease and there are no defenses or offsets against the enforcement
of the Lease by Landlord, or stating the defaults and/or defenses claimed by
Tenant; (vi) reciting the amount of advance rent,: if any, paid by Tenant and
the date to which such rent has been paid; (vii) reciting the amount of
monies deposited with Landlord and purpose thereof, if any; and (viii)
containing any other information which Landlord or Mortgagee shall require.
(b) The failure of Tenant to execute, acknowledge, and
deliver to Mortgagee a statement in accordance with the provisions of this
Section within the period set forth herein shall constitute an acknowledgment
by Tenant which may be relied upon by any person holding or intending to
acquire any interest whatsoever in the Premises, that the Lease has not been
assigned, amended, changed, or modified, is in full force and effect, and
that the annual rent required under the lease and additional rent have been
duly and fully paid not beyond the respective due dates immediately preceding
the date of the request for such statement. Such failure shall also
constitute as to any persons entitled to rely on such statements a waiver of
any defaults by Landlord or defenses or offsets against the enforcement of
the Lease by Landlord which may exist prior to the date of the written
request.
SECTION 8
SUCCESSOR LANDLORD
Tenant agrees with Mortgagee that if Mortgagee shall
succeed to the interest of Landlord under the Lease, Mortgagee shall not be
(a) liable for any action or omission of any prior Landlord under the Lease,
or (b) subject to any offsets or defenses which Tenant might have against any
prior Landlord, or (c) bound by any rent or additional rent which Tenant
might have might have paid for more then the current month to any prior
Landlord, or (d) bound by any assignment, amendment, or modification of the
Lease made without Mortgagee's consent. Tenant further agrees with Mortgagee
that Tenant will not voluntarily subordinate the Lease to any lien or
encumbrance without Mortgagee's consent.
-xvi-
SECTION 9
LEASE SUBJECT TO MORTGAGE
Except as otherwise provided herein, the Lease is and shall be deemed to
be subject and subordinate to the Mortgage.
SECTION 10
CERTAIN DEFINITIONS
The word "Lease" as used herein shall be deemed to be the Lease as
originally executed by Landlord and Tenant, as amended or modified by written
agreements hereafter made, from time to time, between Landlord and Tenant and
consented to by Mortgagee. The words "foreclosure" and "foreclosure sale" as
used herein shall be deemed to include the acquisition of Landlord's estate in
the Premises by voluntary deed, assignment, or other disposition or transfer
in lieu of foreclosure. The word "Mortgagee" shall include the Mortgagee
herein specifically named and any of its personal representatives, successors
and assigns, including anyone who shall have succeeded to Landlord's interest
in the Premises by, through, or under foreclosure of the Mortgage or by
voluntary deed, assignment, or other disposition, or transfer in lieu of
foreclosure.
SECTION 11
BINDING EFFECT
All of the terms, covenants, and conditions hereof shall run with the land
and shall be binding upon and inure to the benefit of the parties hereto and
their respective personal representatives, successors, and assigns; provided,
however, that the obligations of Landlord and of any grantee or successor or
assign of Landlord pursuant to Sections 3, 4, and 5 hereof shall not
constitute obligations of, or be binding against, Mortgagee (as said term has
been defined in Section 10 hereof).
SECTION 12
APPLICABLE LAW: GRAMMAR
This Agreement shall be construed according to the law of Maryland
(excluding Maryland conflict of laws). The use of the neuter gender in
this Agreement shall be deemed to include any other gender, and words in
the singular number shall be held to include the plural, when the sense
requires.
SECTION 13
TIME OF ESSENCE
Time is of the essence.
-xvii-
SECTION 14
TABLE OF CONTENTS: CAPTIONS
The Table of Contents and the captions appearing in this Agreement are
inserted only as a matter of convenience and do not define, limit, construe,
or describe the scope or intent of the Sections of this Agreement nor in any
way affect this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
properly executed and sealed as of the day and year first above written.
ATTEST/WITNESS: LANDLORD:
------------------------ By-----------------------(SEAL)
ATTEST/WITNESS TENANT:
------------------------ By-----------------------(SEAL)
ATTEST/WITNESS: MORTGAGEE
THE FIRST NATIONAL BANK, OF
MARYLAND
------------------------ By-----------------------(SEAL)
ATTEST/WITNESS
------------------------ ------------------------(SEAL)
TRUSTEE
----------------------- ------------------------(SEAL)
TRUSTEE
[ADD ACKNOWLEDGMENTS]
-xviii-
XXXXX. CERTIFICATE OF INSURANCE BKW 01000 ISSUE DATE (MM/DD/YY)
01/31/95
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P S A INSURANCE, INC.
0000 XXXXXXX XXXXXX
XXXXXXXXXXX XX 00000 COMPANIES AFFORDING COVERAGE
COMPANY
A ITT Hartford
LETTER
INSURED COMPANY
B
LETTER
The Hunter Group, Inc &
Hunter Consulting Assoc COMPANY
Xxxxx 0 X X
00 Xxxx Xxxxx Xxxxxx LETTER
Xxxxxxxxx, XX 00000
COMPANY
D
LETTER
COMPANY
E
LETTER
-------------------------------------------------------------------------------
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN
ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER
DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT
TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN
MAY HAVE BEEN REDUCED BY PAID CLAIMS.
-------------------------------------------------------------------------------
CO POLICY EFFECTIVE POLICY EXPIRATION
TYPE OF INSURANCE POLICY NUMBER LIMITS
LTR DATE (MM/DD/YY) DATE (MM/DD/YY)
----------------------------------------------------------------------------------------------------------------------------------
A GENERAL LIABILITY 30SBACQ6558 05/03/94 05/03/95 GENERAL AGGREGATE $2,000,000
/X/ COMMERCIAL GENERAL LIABILITY PRODUCTS--COMP/OP AGG. $
/ / CLAIMS MADE /X/ OCCUR. PERSONAL & ADV. INJURY $1,000,000
OWNER'S & CONTRACTOR'S PROT. EACH OCCURRENCE $1,000,000
/ / --------------------------- FIRE DAMAGE (Any one fire) $ 300,000
MED.EXP. (Any one person) $ 10,000
----------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY COMBINED SINGLE
/ / ANY AUTO LIMIT $
/ / ALL OWNED AUTOS BODILY INJURY
/ / SCHEDULED AUTOS (Per person) $
/ / HIRED AUTOS BODILY INJURY
/ / NON-OWNED AUTOS (Per accident) $
/ / GARAGE LIABILITY
/ / PROPERTY DAMAGE
$
----------------------------------------------------------------------------------------------------------------------------------
A EXCESS LIABILITY 30SBACQ6558 05/03/94 05/03/95 EACH OCCURRENCE $1,000,000
/X/ UMBRELLA FORM AGGREGATE $1,000,000
/ / OTHER THAN UMBRELLA FORM
----------------------------------------------------------------------------------------------------------------------------------
STATUTORY LIMITS
WORKER'S COMPENSATION EACH ACCIDENT $
AND DISEASE-POLICY LIMIT $
EMPLOYERS' LIABILITY DISEASE-EACH EMPLOYEE $
----------------------------------------------------------------------------------------------------------------------------------
OTHER
----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Holder is ADDITIONAL INSURED - Landlord and Building Manager regarding 000
Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX. 00000, to be occupied as of 5/1/95.
------------------------------------------------------------------------------
CERTIFICATE HOLDER CANCELLATION
000 X Xxxxx Xx Ltd Ptsp SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
& Colliers Xxxxxxx CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
c/o Colliers Xxxxxxx THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 00
0X Xxxxxxx Xx, Xxx 0000 DAYS WRITEN NOTICE TO THE CERTIFICATE HOLDER
Xxxxxxxxx XX 00000 NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH
NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY, ITS AGENTS OR
REPRESENTATIVES.
-----------------------------------------------
AUTHORIZED REPRESENTATIVE
/s/_______________________________________
XXXXX 25-S (7/90) @XXXXX CORPORATION 1990
------------------------------------------------------------------------------
