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EXHIBIT 10(a)
OFFICE LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the 1st
day of January 1997 , by and between CITADEL LAND, INC. (the "Landlord") and
Washington Homes, Inc. (the Tenant"), collectively called the "Parties".
WITNESSETH:
FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) and the mutual
independent covenants in this Lease, the Parties agree as follows:
1. DEFINITIONS
Unless the context in which they appear requires otherwise, the
following capitalized words, when initially capitalized in this Lease, shall
have the meanings assigned to each as below:
A. "Office Building": That building known as "Xxxxx West Building I" at
0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx.
B. "Office Building Area": That parcel of land found on Tax Map 60, Grid
C-4, Parcel 86, in Prince George's County, Maryland and the Office Building as
shown on Exhibit A of this Lease.
C. "Premises": That Rentable Area of Twenty Four Thousand Three Hundred
Eighty (24,380) square feet on the third, fifth, and sixth floors of the Office
Building as shown on Exhibit A of this Lease.
D. "Term": That period beginning on the Rental Commencement Date
(hereinafter defined), extending for One Hundred Twenty (120) months thereafter
and including any and all properly exercised renewals.
E. "Rental Commencement Date,": January 1, 1998
F. "Termination Date" The earlier of (i) Midnight on the last day of the
Term, or (ii) at Landlord's option in the event of a breach of this Lease by
Tenant.
G. "Base Rent" The sum of Three Hundred Ninety Thousand Eighty DOLLARS
and NO/100 ($390,080) during the first twelve (12) months of this Lease per
annum, payable by Tenant as directed by Landlord pursuant to Section 4 herein in
equal monthly installments in advance, of Thirty Two Thousand Five Hundred Six
DOLLARS AND 66/100 ($32,506.66). The Base Rent shall be adjusted pursuant to
Section 4.
H. "Security Deposit" The amount of Thirty Two Thousand Six Hundred
Seventy Five DOLLARS AND 42/100 ($32,675.42) deposited with Landlord by Tenant
on the date hereof, to be held and disposed of by Landlord in accordance with
Section 14 hereof.
I. (Intentionally Deleted)
J. "Operating Year" That period beginning October 1 to and including the
next following September 30. The Initial Operating Year shall be October 1,
1997 through September 30, 1998.
K. "Operating Costs" Those expenses paid or incurred by Landlord in
providing services to and in connection with operating, maintaining
and repairing the Office Building and the Office building Area, or any
part thereof, including common parking, open space, in the manner
deemed by Landlord to be reasonable and appropriate for the best
interest of Landlord and its property, Tenant and its property, and
other tenants in the Office Building and Office Building Area
consistent with the principles of sound real estate management of
similar office buildings in the area, and shall include, by way of
illustration only, but not be limited to, all of the following costs
and expenses:
(i) Operating, repairing, lighting, cleaning and insuring (included, but
not limited to, the costs of liability insurance for personal injury, death, and
property damage and workmen's compensation insurance covering personnel; glass,
fire and casualty insurance) the Office Building and Office Building Area, or
any part thereof, as well as all costs incurred in removing snow, ice and debris
therefrom and of policing and regulating traffic with respect thereto, and
depreciation of all machinery and equipment used therein or thereon;
(ii) All costs of utilities, including electricity, gas, water and steam
used in lighting, heating, air conditioning, ventilating and providing similar
services to the Office Building and Office Building Area, including the Common
Areas and Service Areas, but exclusive of costs with respect to utilities and
other charges directly attributable to any single tenant or group of tenants in
the Office Building which are charged directly to and paid by such tenant or
group of tenants by Landlord;
(iii) Repair and maintenance costs incurred for the purpose of
maintaining the asset in questions in good condition and working order, or
repairing the asset in question for the purpose of returning the asset to good
condition and working order. In such regard repairs and maintenance may be
preventative or curative and shall include, but not be limited to, plumbing,
elevator, electrical, heating, air conditioning and ventilating equipment;
restrooms, stairways, hallways, the lobby, parking areas and other common areas.
It is understood that repairs and maintenance relate to services normally
performed on a recurring basis for the purpose of keeping the asset in an
ordinarily efficient operating condition. However, a repair and maintenance
item may be sudden and nonrecurring;
(iv) Service agreement costs for the Office Building Area, Office Building
and equipment therein, including, but not limited to, security, alarm service,
elevators, HVAC equipment, landscaping (including replanting and replacing
flowers an other plantings), window or brick cleaning, pest control, trash
removal and disposal and janitorial service, including equipment, uniforms,
supplies and sundries;
(v) Maintenance, replacement and repair costs of pavement, curbs,
walkways, roof, walls, windows, floors, drainage, ducts, conduits and lighting;
(vi) Repainting and redecorating costs of all commonly used areas;
(vii) Maintenance, management and other costs of matters required under
recorded covenants, agreements and declarations;
(viii) Amortization of the costs of capital investment items which are
primarily for the purpose of reducing operating costs or which may be required
for the purpose of reducing operating costs or which may be required by
governmental authorities. All such costs shall be amortized over the reasonable
life of the capital investment item, such being determined in accordance with
generally accepted accounting principles.
(ix) All taxes and assessments and governmental charges applicable to the
Office Building and/or Office Building Area, or to Landlord's personal property
used in connection therewith, whether federal, state, county or municipal, and
whether assessed by taxing districts or authorities presently taxing the Office
Building Area or the operation thereof, or by other taxing authorities, whether
subsequently created or otherwise, and any other taxes and assessments
attributable to the Office Building and Office Building Area or its operation
(excluding, however, any federal and state taxes on income) and the costs and
expenses of contesting any such assessments and charges, including, but not
limited to, attorney's fees and bonds;
(x) Management fees and commissions, wages, salaries and compensations,
including payroll taxes, insurance and benefits, for all persons engaged in the
maintenance, operation or repair of the Office Building or Office Building Area;
(xi) Legal, accounting, appraisal and engineering fees for services;
(xii) All other items which would be considered as procured or incurred
in maintaining, operating or repairing the Office Building and Office Building
Area under sound accounting principles.
Operating Costs shall exclude:
1. The cost of any work or service performed for any tenant for which
such tenant pays directly or, except as set forth in (vii) above, the cost of
capital improvements as determined under sound accounting principles;
2. Leasing and renting commissions;
3. Interest or other payments on loans to Landlord;
4. Expenses for repairs paid by proceeds of insurance or other parties
unrelated to Landlord;
5. Income Taxes.
L. "Rentable Area" That floor area within the inside surface of the
outer glass or finished column or exterior walls enclosing the Premises and
measured to the midpoint of the walls separating areas leased by or held for
lease to other tenants or from areas devoted to corridors, elevator foyers,
restrooms, mechanical rooms, janitor closets, vending areas, and other similar
facilities for the use of all tenants on the particular floor ("Common Areas"),
but including a proportionate part of the Common Areas located on such floor
based upon the ratio which the Tenant's Rentable Area (determined by excluding
Common Areas) bears to the total Rentable Area on such floor, plus an allocation
of the square footage of the Office Building's elevator, mechanical rooms,
central mechanical and electrical rooms and any public lobbies used by all
tenants which bears the same relationship as Tenant's Rentable Area (determined
without regard to such areas) bears to the total Rentable Area of the Office
Building (determined without regard to such areas). No deductions for Rentable
Areas shall be made for columns or projections necessary to the Office Building.
Landlord and Tenant agree that the Rentable Areas of the Premises as of the date
of the execution hereof is 24,380 square feet.
M. "Percentage" Forty Percent (40%) provided, however, that in the event
that the amount of space leased by Tenant shall increase or decrease subsequent
to the Rental Commencement Date, whether pursuant to an option to expand or
otherwise, the Percentage shall be appropriately adjusted by the Landlord.
N. "Consumer Price Index" The Consumer Price Index of "All Items - U.S.
Cities Average" published by the United States Department of Labor. Should such
Index be discontinued, the base changed, or there otherwise be material changes,
any adjustment in Base Rent or Additional Rent required under this Lease shall
fairly reflect the increase in the cost of living from the Rental Commencement
Date to the applicable date.
2. GRANTING CLAUSE
Subject to the terms, conditions and provisions hereinafter set forth, and
each in consideration of the duties, covenants and obligations of the other
hereunder, Landlord does hereby lease, demise and let to Tenant, and Tenant
hereby leases from Landlord the Premises, to have and to hold the same for the
Term specified herein. This Lease, however, is subject to the existing rights
and interests of third parties under existing liens, easements, ground leases or
encumbrances covering the Office Building Area and all applicable zoning
regulations, restrictions, rules and ordinances, building restrictions,
restrictive covenants, agreements and other laws and regulations now in effect
or hereinafter adopted by any governmental authority having jurisdiction over
the Office Building and Office Building Area.
3. TERM AND TERMINATION
A. The Term shall begin on the Rental Commencement Date and unless
extended or renewed by mutual agreement shall end without notice at midnight on
the Termination Date. Tenant agrees to vacate the Premises at the end of the
Term and that Landlord shall be entitled to the benefit of all summary
proceedings to recover possession of the Premises at the end of the Term as if
statutory notice had been given.
B. Tenant shall have the option to extend this Lease for a period of
three (3) years subsequent to the Initial Term at terms to be mutually agreed
upon, provided that Tenant is not in default of this Lease and that Tenant
declares such intention to Landlord in writing no later than thirty (30) months
following the Rental Commencement Date.
C. During the period of four (4) months prior to the end of the Term,
Landlord may display on the Premises a "for rent" sign and show the Premises to
prospective tenants during normal business hours.
D. In case of holding over by Tenant after expiration or termination of
this Lease or of any properly exercised renewal or extension thereof, Tenant
will pay, as liquidated damages, two hundred percent (200%) of the Base Rent and
all attorneys' fees and expenses incurred by Landlord in enforcing its rights
hereunder. No holding over by Tenant after the Term as such Term may be renewed
or extended, either with or without the consent and acquiescence of Landlord,
shall operate to extend the Lease unless Landlord and Tenant enter into a
holdover agreement in writing. Any holding over shall constitute a tenancy-at-
will.
4. RENTAL
A. Base Rent.
(i) Tenant hereby agrees to pay to Landlord or its agent, without
notice, demand, abatement, deduction or set-off during the Term, Base Rent for
the Premises as due under this Lease, for the nonpayment of which Landlord shall
be entitled to exercise all such rights and remedies as are herein provided
(Base Rent, Additional Rent [hereinafter defined] and all such other sums of
money due from and payable by Tenant pursuant to this lease are collectively
called "Rent"). The monthly Base Rent, together with any installment of
Additional Rent due on a monthly basis, shall be due and payable in advance on
the first day of each calendar month during the Term hereof and any extensions
or renewal thereof, and Tenant hereby agrees to pay such Rent to Landlord c/o
The Xxxxxxx Companies, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000,
Attn: Xxxxx Xxxxxxxx, or at such other address as may be designated by Landlord
in writing from time to time. If the Rental Commencement Date is a day other
than the first day of the month in which it falls, or if the Termination Date
falls on a day other than the last day of a month, the Base Rent and Additional
Rent due and payable for such month or months shall be prorated based on thirty
(30) days per month, and the Rent so prorated shall be paid in advance.
(ii) Beginning with the second Rental Year of the Term and for each
subsequent year, the Base Rent shall be increased by an amount equal to the
percentage increase in the Consumer Price Index multiplied by the Base Rental as
of the last day of prior Operating Year provided however that such percentage
increase shall never be less than 2 1/2% or more than 5%.
B. "Additional Rent" Additional Rent shall include all items and/or
amounts so qualified in this Lease.
(i) During the Term Tenant shall pay to Landlord as Additional Rent an
amount equal to the product of Tenant's Percentage multiplied by the amount, if
any, by which the Operating Costs during a given Operating Year are estimated to
exceed the Operating Costs for the Initial Operating Year. Such Additional Rent
shall be paid monthly in advance and in equal installments based on the total
amount calculated to be due of the Operating Year. In the event the Rental
Commencement Date is a date other than the first day of the Operating Year or
terminates on a date other than the last day of the Operating Year, the amount
of Additional Rent payable by Tenant hereunder shall be prorated in the same
ratio that the number of days during such Operating Year that Tenant has an
obligation to pay Base Rent hereunder bears to 360.
(ii) Following the end of each Operating Year Landlord, as soon as its
practical, will submit to Tenant a statement (the "Operating Costs Statement")
which shall include: (a) the Operating Costs, including real estate taxes,
incurred during the previous Operating Year (except for the Initial Operating
Year during which the Office Building Area is in operation, in which case
Landlord's estimate of what actual Operating Costs would have been had the
Office Building Area been in operation, the entire year shall be used); (b)
the sum of any payments of estimated Additional Rent the Tenant paid under (i)
above during such Operating Year; (c) the total amount of Additional Rent
payable by Tenant for such Operating Year; (d) the amount of any overpayment or
underpayment of Additional Rent by Tenant for such Operating Year; and (e) an
estimate of the total Additional Rent payable by Tenant during the Operating
Year in which Tenant receives the Operating Costs Statement. For the Operating
Year in which the Rental Commencement Date occurs, Tenant shall pay monthly
installments of Additional Rent based upon Landlord's estimate of Operating
Costs to be insured during such year. Commencing with the first Operating Year
following the Operating Year in which the Rental Commencement Date occurs and
continuing for each Operating Year thereafter during this Lease, the monthly
installment of estimated Additional Rent or Operating Costs payable following
Tenant's receipt of the Operating Costs Statement shall be derived by
subtracting all payments of Additional Rent pertaining to the then current
Operating Year already paid during such Operating Year, divided by the number of
complete months remaining in such Operating Year.
(iii) Commencing with the first monthly payment of Additional Rent after
Tenant's receipt of the Operating Costs Statement and continuing until Tenant
receives the next Operating Costs Statement, Tenant shall pay, on a monthly
basis in advance, the installment of estimated Additional Rent calculated under
the provisions of Subsection (ii) above, which payments shall be applied to the
actual Additional Rent due for the entire Operating Year in which such payments
are made. Tenant shall pay any Additional Rent due, as shown in the Operating
Costs Statement, within thirty (30) days after Tenant's receipt thereof, and
Landlord shall apply as a credit against, and in reduction of, the next monthly
payment (s) due, any overpayment of Additional Rent during the prior year
disclosed in such Operating Costs Statement provided, however, that Tenant
shall never pay less than the Basic Rent due for such Operating Year.
(iv) If, for any reason, during the Term, Tenant increases or decreases
the amount of space in the Office Building which it has under lease, then Tenant
shall pay a prorata share of the Additional Rent attributable to such increased
or decreased space, which prorata shall be based on the same ratio that the
number of days during the Operating Year that such increased or decreased space
was under lease bears to 360.
(v) In computing the Additional Rent due by Tenant hereunder, if the
Office Building is not fully leased throughout the Operating Year in question,
or is not fully leased to tenants receiving services from Landlord and
contributing to the costs thereof in same manner as services are provided to,
and reimbursed by, Tenant hereunder, an adjustment shall be made by Landlord so
that the amount of Operating Costs used in such computation pursuant to
Subsection (i) above is the amount which, in Landlord's reasonable judgement,
the Operating Costs would have been if the Office Building had been fully leased
to tenants receiving services from Landlord and contributing to the costs
thereof in the manner provided for herein.
C. Late Charge. In the event any installment of Base Rent or Additional
Rent shall be past due for more than seven (7) days, Tenant shall pay to
landlord as Additional Rent a sum equal to eight (8%) percent of such unpaid
amounts to cover Landlord's cost for the collection and the loss of income. All
Base Rent, Additional Rent and all other sums due under this Lease shall be paid
to Landlord when due, and if not paid when due, shall bear interest at the rate
of fifteen (15%) percent per annum until paid, compounded monthly.
D. All taxes, charges and costs which Tenant is required to pay hereunder,
together with all interest and penalties that may accrue thereon in the event of
Tenant's failure to pay such amount, and all damages and costs which Landlord
may incur by reason of any default of Tenant or failure on Tenant's part to
comply with the terms of this Lease, shall be deemed to be Additional Rent, and,
in the event of nonpayment by Tenant of any Additional Rent herein, Landlord
shall have all the rights and remedies with respect thereto as Landlord has for
nonpayment of the Base Rent. Tenant's obligation to pay any Additional Rent
occurring during the Term of this Lease pursuant to the terms of the Lease shall
survive the expiration or sooner termination of this Lease.
5. SERVICES BY LANDLORD
A. Utilities and Services
Landlord shall supply, insofar as facilities permit and as long as Tenant
is not in default herein:
(i) Cold water (at the normal temperature of the supply of water to the
Office Building ) for lavatory and toilet purposes, refrigerated water for
drinking purposes, and hot water (from the regular Office Building supply at
prevailing temperatures) for lavatory purposes, all of such water service to be
supplied from the regular supply of water to the Office Building at points of
supply provided for the general use of tenants of the Office Building and
through fixtures installed by Landlord or by Tenant with Landlord's consent.
(ii) Electrical facilities for, and sufficient power to operate,
typewriters, voice writers, calculating machines and other office machines of
similar low electrical consumption but not including electricity required for
electronic data processing equipment, special lighting in excess of Office
Building standard, and any other items of electrical equipment which (singly)
consumes more than 0.5 kilowatts at rated capacity or requires a voltage other
than 120 volts single phase.
(iii) Heating and air conditioning in season, at such times as Landlord
normally furnishes these services to all tenants of the Office Building (which
are 8:00 a.m. to 6:00 p.m.) Monday through Friday, Saturdays from 8:00 a.m. to
1:00 p.m., exclusive of legal holidays), and at such temperatures and in such
amounts as are considered by Landlord from time to time, including, but not
limited to, any adjustment required by any governmental regulations now or
hereafter in effect with respect to energy consumption), such service otherwise
on Saturdays, Sundays, and legal holidays to be optional on the part of Landlord
and to be furnished only in the event Tenant bears the entire cost thereof.
(iv) Elevator service in common with other tenants for ingress to and
egress from the Premises provided that Landlord may reasonably limit the number
of elevators to be in operation on Saturdays, Sundays and legal holidays.
(v) Janitorial cleaning services Monday through Friday, exclusive of
holidays, in the manner and to the extent deemed by Landlord to be standard.
(vi) Routine maintenance and electric lighting service for public areas
and special service areas of the Office Building in the manner and to the extent
deemed by Landlord to be standard.
(vii) All Office Building standard fluorescent bulb replacement in the
Premises and all incandescent bulb replacement in public areas, restroom areas
and stairways.
(viii) At Landlord's option, security and/or alarm service to the Office
Building during the weekends and after normal business hours during the week.
Landlord shall not be liable for losses due to theft or burglary or for damages
done by unauthorized persons on the Premises.
The failure by Landlord to any extent to furnish these defined services, or
any cessation, fluctuation, variation or interruption thereof shall not render
Landlord liable in any respect for damages, direct or consequential, to either
person or property, nor be construed as an eviction of Tenant, nor work an
abatement of rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement hereof. Should any of the equipment or machinery break
down, or for any cause cease to function properly, Tenant shall have no claim
for rebate of rent or damages on account of an interruption in service
occasioned thereby or resulting therefrom.
If Tenant's requirements for electricity, water, security of other services
exceed the standard normally provided by Landlord, Landlord, at Tenant's
expense, will make reasonable efforts to supply such excess service through the
then existing feeders servicing the Office Building and may xxxx Tenant
periodically for such additional excess service. Such additional consumption
shall be determined, at Landlord's election, either (1) by a survey performed by
a reputable consultant selected by Landlord and paid for by Tenant, or (2) by a
separate meter or other system of measurement in the Premises to be installed,
maintained and ready by Landlord at Tenant's sole expense. All installations of
fixtures, appliances and equipment for electricity or other utilities within the
Premises will be subject to Landlord's prior written approval. Landlord's
obligation to furnish electrical and other utility services will be subject to
the rules and regulations of the supplier of such electricity or other utility
services and the rules and regulations of any municipal or other governmental
authority regulating the business of providing electricity and other utility
services. At all times Tenant agrees that its use of electric current, water
and other utilities will never exceed the level which Landlord determines to be
its allocable share of the capacity of existing facilities to the Office
Building or the riser or wiring installations and plumbing intake and discharge
systems. Any riser or risers or wiring to meet Tenant's excess electrical
requirements or excess plumbing fixtures or equipment, upon Tenant's request,
will be installed by Landlord at Tenant's sole cost (if, in Landlord's sole
judgement, the same are necessary and will not cause permanent damage or injury
to the Office Building or to the Premises or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations, repairs or
expenses or interfere with or disturb other tenants of occupants).
B. Keys and locks. Landlord shall furnish Tenant two (2) keys for the
corridor door entering the Premises. Additional keys will be furnished at a
charge by Landlord on receipt of an order signed by Tenant or Tenant's
authorized representative. All such keys shall remain the property of Landlord.
No additional locks shall be allowed on any door of the Premises without
Landlord's written permission, and Tenant shall not make or permit to be made
any duplicate keys, except those furnished by Landlord. Upon termination of
this Lease, Tenant shall surrender to Landlord all keys to the Premises and give
to Landlord the combination of all locks for safes, safe cabinets and vault
doors, if any, remaining in the Premises.
C. Graphics. Landlord shall provide and install, at Tenant's cost, all
letters or numerals on exterior doors to the Premises. All such letters and
numerals shall be in the standard graphics for the Office Building and no others
shall be used or permitted on the exterior of the Premises.
D. Maintenance and repairs. Unless otherwise stipulated herein, Landlord
shall not be required to make any repairs of any kind or character on the
Premises during the Term or any extension thereof. The obligation of Landlord
to maintain and repair the Premises shall be limited to repair of Office
Building standard items. Any other leasehold improvements will be maintained by
Landlord at Tenant's written request and expense, at a cost or charge equal to
all costs incurred in such maintenance plus an additional charge to cover
overhead, which costs and charges shall be payable by Tenant to Landlord within
ten (10) days of the date Tenant receives an invoice therefor.
6. TENANT'S ACCEPTANCE OF PREMISES
A. Occupancy as acceptance. By occupying the Premises Tenant accepts
them in their present condition and acknowledges they are suited for their
intended use and agrees that Landlord shall not be required to make any repairs
or improvements except those structural repairs required for the safety of the
occupants of the Office Building.
B. Requirements of law. Tenant, at its sole cost and expense, shall
comply promptly with all statutes, laws, ordinances, orders, regulations and
requirements of the federal, state and local governments and any and all of
their departments and bureaus, and of the Board of Fire Underwriters applicable
to Tenant's use of the Premises, for the correction, prevention and abatement of
nuisances or violations in, upon or connected with the Premises during the Term
and for the prevention of fires.
C. Certificate of occupancy. Tenant will not use or occupy the Premises
in violation of any certificate of occupancy, permit or other governmental
consent issued for the Office Building. If any governmental authority, after
the commencement of the Term, shall contend or declare that the Premises are
being used for a purpose which is in violation of such certificate of occupancy,
permit or consent, then Tenant shall, upon five (5) days notice from Landlord,
immediately discontinue such use of the Premises. Landlord represents that the
Office Building is zoned to permit office uses.
7. ALTERATIONS AND IMPROVEMENTS
A. Extension of Rental Commencement Date. In the event Landlord agrees
to improve the Premises and if for any reason they are not ready for occupancy
by the Rental Commencement Date, Landlord shall not be liable or responsible to
Tenant for any claims, damages or liabilities, and unless the delay is
attributable to the Tenant, the Rental Commencement Date shall be extended to
the date that Landlord's work has been completed.
B. Mechanics' and materialmen's liens. Tenant shall not do or suffer to
be done any act, matter or thing whereby Tenant's interest in the leased
Premises, or any part thereof, may be encumbered by any mechanics' or
materialmen's lien. Tenant shall discharge, within ten (10) days after the date
of filing, any mechanics' or materialmen's liens filed against Tenant's interest
in the leased premises, or any part thereof, purporting to be for labor or
material furnished or to be furnished to Tenant. Landlord shall not be liable
for any labor or materials furnished or to be furnished to Tenant upon credit,
and no mechanics' or materialmen's or other lien for labor or materials shall
attach to or effect the reversionary, leasehold or other estate or interest of
Landlord in and to the leased Premises, or the real property.
C. Landlord's improvements. Landlord agrees to provide at its sole cost
the improvements to the leased Premises set forth in Schedule B attached hereto
(the "Leasehold Improvements") and made a part of this Lease.
D. Tenant's improvements. Except to the extent that Landlord is
responsible for making improvements to the Premises pursuant to Section 7.C
above, Tenant agrees that it will make its improvements to the Premises as it
may deem necessary at its sole cost. However, Tenant shall not cut or drill
into or secure any fixtures, apparatus or equipment of any kind to any part of
the Office Building, nor shall Tenant make any alterations, decorations,
installations, additions or improvements to the Premises, including but not
limited to, the installation of any electrical or other wiring, fixtures,
amenities, equipment, appliances or other apparatus, without Landlord's prior
written approval and then only by using contractors or mechanics employed or
approved by Landlord. All such work, alterations, decorations, installations,
additions or improvements shall be done at Tenant's sole expense and at such
times and in such manner as Landlord may from time to time designate. However,
Tenant may install shelving on the walls in the area designated on Exhibit A as
the "copy room". All alterations, decorations, installations, additions or
improvements made by either of the Parties hereto upon the Premises, except
movable office furniture installed at Tenant's expense, shall be the property of
Landlord and shall remain upon and be surrendered with the Premises at the
termination of this Lease without molestation or injury.
8. REPAIRS AND OPERATION.
A. Landlord will maintain the exterior of the Premises in good condition,
unless the need for repairs is caused by the carelessness or negligence of
Tenant, its agents, employees or servants, in which event Tenant shall be
responsible for the costs of such repairs. Tenant shall give Landlord written
notice of the necessity for such repairs regardless of cause.
B. Tenant will keep the interior of the Premises clean and in good
repair, will surrender them in as good condition as when received, excepting
depreciation caused by ordinary wear and tear and damage by fire, unavoidable
accident or Act of God; will not overload the electrical wiring serving the
Premises; will maintain all mechanical equipment and keep producing or
reproducing equipments it owns or operates in the Office Building Area in good
working order free from vibrations or noise which may interfere with the quiet
enjoyment of others of the Office Building Area; will receive and ship articles
in and out of the Office Building and Office Building Area through facilities
prescribed by Landlord; will replace promptly with glass of like kind and
quality any glass in the Premises which may become broken or cracked due to
Tenant's occupancy unless damaged by fire, Act of God, or act of Landlord, its
agents or employees; and will not without the prior permission of Landlord place
any sign, advertisement or decoration on the exterior walls, windows or doors of
the Premises which is visible from the exterior of the Premises.
C. Tenant will pay for all damage to the Office Building and/or Office
Building Area, its fixtures and appurtenances, as well as all damages sustained
by the tenants or occupants of the Office Building due to any waste, misuse or
neglect of the Premises, its fixtures and appurtenances by Tenant, its employees
or any other person or persons upon the Premises by Tenant's permission. Tenant
shall not place a load upon any floor of the Premises exceeding the floor load
per square foot which such floor was designed to carry and which may be allowed
by law. Landlord reserves the right to prescribe the weight and position of all
safes, telephone switchboards or other heavy equipment and to prescribe the
reinforcing necessary, if any, which in the opinion of Landlord may be required
under the circumstances, such reinforcing to be at Tenant's expense. Business
machines and mechanical equipment, if approved by Landlord in a separate written
agreement between Landlord and Tenant, shall be placed and maintained by Tenant,
or at Tenant's expense, in settings sufficient in Landlord's judgement to absorb
and prevent vibration, noise of annoyance, and Tenant shall, at its expense,
take such steps as Landlord may direct to remedy any such condition. There
shall be no allowance to Tenant for a diminution of rental value, no abatement
of Rent, and no liability on the part of Landlord by reason of inconvenience,
annoyance or injury to business arising from Landlord, Tenant or others making
repairs, alterations, additions or improvements in or to any portion of the
Office Building or Office Building Area, or the Premises or in or to fixtures,
appurtenances or equipment thereof, and no liability upon Landlord for failure
of Landlord or others to may any repairs, alterations, additions or improvements
in or to any portion of the Office Building Area, the Office Building or of the
Premises, or in or to the fixtures, appurtenances or equipment thereof and the
foregoing shall not be construed to mean that Landlord has any such obligations.
D. Landlord, its agents, employees and contractors shall have the right
to enter the Premises at all reasonable times and with reasonable notice for the
purpose of making inspections or to install, maintain, repair, use or replace
electrical, plumbing and mechanical equipment or installations serving the
Office Building or Office Building Area. Except in case of emergency Landlord
agrees that to the degree possible such repairs shall be made at time which will
not disrupt Tenant's normal business operations. If Tenant fails to maintain or
repair the Premises as required, Landlord may repair the Premises and charge the
cost to Tenant as Additional Rent.
9. OFFICE BUILDING AREA AND PARKING FACILITIES
A. Subject to the Rules and Regulations and any other conditions imposed
by Landlord or any other party having authority to control the Office Building
Area, Tenant shall be entitled to the non-exclusive use in common with others of
automobile parking areas, driveways, access roads, footways, loading facilities,
freight elevators and other facilities as may be constructed by Landlord for the
common use by tenants in the Office Building Area. Tenant shall be limited to,
without charge, 3.5 automobile parking spaces per 1000 square feet of Rentable
Area in the Premises.
B. Landlord reserves the right to make changes or revisions in the layout
of the Office Building and the Office Building Area to increase the leasable
area and to construct additional buildings.
10. ASSIGNMENT; SUBLETTING
A. Tenant will not assign this Lease, sublet the Premises or permit
the use of the Premises by any other party, directly or by operation of law,
without first obtaining Landlord's written consent, which consent shall not be
unreasonably withheld. Consent by Landlord to any assignment, subletting or use
shall not constitute a waiver of the necessity for such consent to any
subsequent assignment, subletting or use. If Tenant is a corporation whose
voting stock is not publicly traded and if a change in the legal or beneficial
ownership of the voting corporate stock of Tenant results in a change in control
of Tenant, Landlord shall have the option to terminate this Lease without
liability. If Landlord is a corporation whose voting stock is not publicly
traded and if a change of control of Landlord or of the Office Building occurs,
Tenant may terminate this Lease upon thirty (30) days prior notice to Landlord.
Tenant shall give Landlord notice within ten (10) days of any change in the
ownership of beneficial interest of the voting corporate stock of Tenant which
would permit Landlord to terminate this Lease. In no event shall such
assignment or subletting release Tenant of any of its obligations hereunder.
B. Tenant shall not assign this Lease or sublet any part of the Premises
let hereunder except with written approval by Landlord.
C. Landlord reserves the right to assign this Lease as may be required
under the terms of any financing or other agreement(s) for the Office Building
or the Office Building Area or any part thereof.
11. INSURANCE; INDEMNITY
A. Property Insurance. Landlord shall maintain fire and property
insurance on the Office Building with an insurance company authorized to conduct
business in Maryland, in amounts desired by Landlord. Payments for losses
thereunder shall be made solely to Landlord. Tenant shall maintain at its
expense fire and extended coverage insurance on all of its personal property,
including removable trade fixtures located in the Premises and on all additions
and improvements made by Tenant. Tenant will not do or suffer to be done, or
keep or suffer to be kept, anything in, upon or about the Office Building or
Office Building Area which will contravene Landlord's policies insuring against
loss or damage by fire or other hazards (including, without limitation, public
liability) or which will prevent Landlord from procuring such policies in
companies and at premium rates acceptable to Landlord. If anything done,
omitted to be done or suffered by Tenant to be kept in, upon or about the Office
Building Area or other property of Landlord causes the premiums to be paid by
Landlord to exceed the standard rates because of Tenant's operations, Tenant
will pay promptly upon Landlord's demand, as Additional Rent, the amount of any
such increased premium.
B. Liability insurance. Tenant will keep in force at its own expense, as
long as this Lease or any extension thereto remains in effect, public liability
insurance with respect to the Premises in companies and in a form acceptable to
Landlord with minimum limits of Five Hundred Thousand Dollars ($500,000.00) for
injuries or death to any one person, and One Million Dollars ($1,000,000.00) for
injuries and/or death arising out of any one occurrence or disaster, and
property damage insurance with minimum limits of Fifty Thousand Dollars
($50,000.00). Tenant will deposit the insurance policy or policies or their
certificates with Landlord together with satisfactory evidence that their
premiums have been paid. The policies shall name Landlord and, at the request
of Landlord, its mortgagee and land lessor as additional insured and shall
provide that Landlord will be given notice at least (10) days in advance of any
termination of such insurance for any cause. If Tenant fails to comply with its
covenants made in this Section, if such insurance would terminate or if Landlord
has reason to believe such insurance is about to be terminated, Landlord may, at
its option, cause such insurance as it, in its sole judgement, deems necessary
to be issued, and in such event Tenant agrees to pay promptly upon Landlord's
demand, as Additional Rent, the premiums for such insurance.
C. The Parties waive all right of recovery by way of subrogation, each
against the other from any and all claims for loss by fire or any of the
casualties covered by standard extended insurance coverage. If any additional
charge or increase in premium is made by the insurer because of the waiver or
subrogation, the party in whose favor the waiver is obtained shall pay such
additional charge or increase in premium. If such waiver of the right of
subrogation is not available from the insurers of either party, then this
Subsection 11.C shall have no effect.
D. Tenant shall attempt to obtain, in each of its insurance policies,
provisions permitting waiver of any claim against the Tenant, for itself and its
insurers, of all claims against the Landlord for which Tenant is insured. This
Subsection shall not affect Subsection 11.C.
E. Tenant will indemnify Landlord and hold it harmless and defend it from
and against any and all loss claims, actions, damages, liability and expense,
including attorneys' fees, in connection with loss of life, bodily injury,
personal injury and/or damage to property arising from or out of the condition
of the Premises or out of the occupancy or use by Tenant of the Premises, the
Office Building or the Office Building Area or any other part of Landlord's
property, occasioned wholly or in part by any act or omission of Tenant, its
agents, contractors, employees or invitees.
12. DESTRUCTION - FIRE OR OTHER CASUALTY
In case of partial damage to the Premises by fire or other casualty insured
against by Landlord, Tenant shall give immediate notice thereof to Landlord, who
shall thereupon cause damage to all property owned by Landlord to be repaired
with reasonable speed at expense of landlord, due allowance being made for
reasonable delay which may arise by reason of adjustment of loss under insurance
policies on the part of Landlord and/or Tenant, and for reasonable delay on
account of "labor troubles" or any other cause beyond Landlord's control, and to
the extent that the Premises are rendered untenantable the Rent shall
proportionately xxxxx, provided the damage above-mentioned occurred without the
fault or neglect of Tenant, Tenant's servants, employees, agents, or visitors.
But if such partial damage is due to the fault or neglect of Tenant, Tenant's
servants, employees, agents or invitees, the damage shall be repaired by
Landlord at Tenant's expense and there shall be no apportionment or abatement of
Rent. In the event the damage shall be so extensive to the whole Office
Building as to render it uneconomical, in Landlord's opinion, to restore for
Office Building use or Landlord shall decide not to repair or rebuild the Office
Building, this Lease, at the option of Landlord, shall be terminated upon
written notice to Tenant and the Rent shall, in such event, be paid to or
adjusted as of the date of such damage, and the terms of this Lease shall expire
by lapse of time and conditional limitation upon the third day after such notice
is mailed, and Tenant shall thereupon vacate the Premises and surrender the same
to landlord, but no such termination shall release Tenant from any liability to
Landlord arising from such damage or from any breach of the obligations imposed
on Tenant hereunder.
13. PREPAID RENT
Tenant shall pay upon the execution of this Lease the amount set forth in
Section 1 (I) to be held as Prepaid Rent and security to be forfeited, without
limitation of other remedies, for any defaults of this Lease by Tenant occurring
prior to the Rental Commencement Date. If no such defaults occur the Prepaid
Rent shall be applied by Landlord against the first installment of Rent payable
by Tenant.
14. SECURITY DEPOSIT
Tenant shall pay upon the execution of this Lease the amount set forth in
Section 1 (I) as a Security Deposit, to be held or used by Landlord without
interest for the benefit of Landlord as security for the faithful performance by
Tenant of all the terms and covenants of this Lease. If Tenant fails to occupy
the Premises this sum and the Prepaid Rent will be forfeited without
extinguishing or limiting Landlord's right to further damages. if any amount
owned by Tenant to Landlord as Base Rent, Additional Rent or otherwise shall be
ten (10) days past due, Landlord may apply the Security Deposit toward such
obligation and Tenant agrees to re-establish the full amount of Security Deposit
paying such additional amount as Additional Rent together with the next
installment of Base Rent. The Security Deposit shall be returned to Tenant,
less all costs incurred by Landlord in correcting or satisfying any default of
this Lease and/or in returning the Premises to the same condition as when
delivered to Tenant, excluding reasonable wear and tear, within a reasonable
time after the Termination Date. No right or remedy available to Landlord as
provided in this Section shall preclude or extinguish any other right or remedy
to which Landlord might otherwise be entitled by this Lease or by Law.
15. SUBORDINATION, ATTORNMENT AND ESTOPPEL
A. Tenant acknowledges that its rights under this Lease are and shall
always be subordinated to the operation and effect of any mortgage, deed of
trust, ground lease or other similar security instrument and of all the
covenants and restrictions running with the land, now or to be placed upon all
or any portion of the Office Building and the Office Building Area, and shall be
subject to the legal operation and effect of the loan documents related to
landlord's existing loan. The subordination provisions of this Subsection 15.A
shall be self-operative and no further instruments of subordination shall be
required. In confirmation of such subordination, Tenant shall execute and
deliver promptly any certificate or other instrument which Landlord or any
holder of any mortgage or any trustee under any Deed of Trust to which their
Lease is subordinate, may reasonably request. In the event of any sale of the
Office Building and/or Office Building Area, or any part thereof, pursuant to
any foreclosure or other provisions of any Deed of Trust or mortgage, this Lease
shall continue in full force and effect, and the Tenant will, upon request,
attorn to and acknowledge the purchaser or purchasers at such sale or sales as
Landlord hereunder. Unless the Beneficiary of such Deed of Trust or other
Mortgagee or such purchaser or purchasers or the Trustees under the Deed of
Trust shall, at or prior to the time of such sale or sales or within sixty (60)
days thereafter, notify the Tenant, in writing, to vacate and surrender the
leased Premises within ninety (90) days from the date of such sale or sales, in
the event of which notice this Lease Shall fully terminate and expire at the end
of such period of ninety (90) days from and after the date of such sale or
sales. Tenant, upon request, will execute an attornment instrument and attorn
to such Mortgagees or Trustees or to any successor in interest of Landlord, and
become its tenant on the same terms and covenants of this Lease for the
unexpired portion of the Term. Tenant also agrees, within twenty one (21) days
of a written request by Landlord, to execute, acknowledge and deliver to
Landlord or to any mortgagee, trustee or other similar secured party designated
by Landlord a certificate in writing stating: (i) that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the
Lease is in full force and effect as modified and identifying the modification
agreements), or if this Lease is not in full force and effect the certificate
shall so state; (ii) the date to which Rent has been paid; (iii) whether or not
there is any existing default by Tenant in the payment of Rent or any other sums
due under this Lease, and whether or not there is any other existing default by
either party and whether a notice of default has been served, and, if there is
such a default, specifying its nature and extent; (iv) whether or not there are
then any set-offs, defenses or counterclaims against enforcement or the
obligations to be perform by Tenant under this Lease; and (v) such other matters
relating to this Lease as may be reasonably request by Landlord or any
mortgagees, trustees or other secured party, it being intended that any such
certificate delivered pursuant to this Section may be relied upon by any such
mortgagee, trustee or other secured party; and (vi) an acknowledgement of any
Deed of Trust or mortgage on the Office Building and/or Office Building Area in
form acceptable to the mortgagee, trustees or beneficiary of trust.
B. Failure of Tenant to respond timely to a request made pursuant to this
Section shall operate as a conclusive presumption that Landlord is not in
default of any covenant of this Lease and that it is unmodified except as
Landlord otherwise indicates.
C. No lender who holds a mortgage or is a beneficiary under a deed of
trust shall be liable to Tenant for any act of any prior Landlord.
16. USE AND QUIET ENJOYMENT
A. Landlord leases to Tenant and Tenant rents from Landlord the Premises
for the Term set forth to be used only as an office for business purposes.
Tenant agrees to use the Premises in a manner which does not interfere with the
right of quite enjoyment of any other tenant and which is not a nuisance.
Landlord agrees that as long as Tenant is not in default of any covenant or term
of this Lease, Tenant shall have the right to peaceful and quiet enjoyment of
the Premises during the Term against any claims made through or against
Landlord.
B. Landlord may, by notice to Tenant, amend the description of the
Premises. Tenant agrees to execute an amendment to this Lease which redescribes
the Premises with appropriate rental and tenant improvement adjustments, and the
Lease shall otherwise continue in full force and effect.
C. Landlord hereby grants to Tenant a First Right to Lease contiguous
space in the building. Upon receipt of notice from Landlord that a Tenant has
been obtained for such contiguous space, Tenant shall exercise its first right
to lease within five (5) business days following receipt of Landlord's
notification.
17. RULES AND REGULATIONS
Tenant acknowledges receipt of and agrees to comply with the Rules and
Regulations of the Premises, Office Building and Office Building Area, attached
hereto as Exhibit C as Landlord may amend from time to time by written notice to
Tenant. Failure to comply with the then existing Rules and Regulations shall
constitute a breach of this Lease.
18. TENANT'S FAILURE TO PERFORM
In the event that Tenant fails, after fifteen(15) days written notice from
Landlord, to keep the Premises in a good state of condition and repair, or to
commence and continuously make required repairs, or to do any act or make any
payment or perform any term or covenant on Tenant's part required under this
Lease, or otherwise fails to comply herewith, Landlord may, at its option, but
without being required to do so, immediately, or at any time thereafter and
without notice, perform the same for the account of Tenant (including entering
upon the leased Premises at all reasonable hours to make repair an do any act or
make any payment which Tenant has failed to do), and if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith, including, but not limited to, attorney's fees in instituting,
prosecuting or defending any action or proceeding, such sums paid or obligations
incurred, with interest and costs, shall be deemed to be Additional Rent
hereunder and shall be paid by Tenant to Landlord within five (5) days of
rendition of any xxxx or statement to Tenant therefor. All rights given to
Landlord in this Section shall be in addition to any other right or remedy of
Landlord herein contained.
19. DEFAULT AND REMEDIES
A. Landlord. If the Rent and all other sums of money which may be
considered Additional Rent in whole or in part are not paid when due, Landlord
may distrain upon Tenant's goods located on the Premises. In the event, (1)
Tenant shall breach the covenant to pay Rent by Failing to pay Rent or all other
sums of money which may be considered Addition Rent when due; or (ii) the
Premises shall be serted or vacated or Tenant suspends its business; or (iii)
Tenant shall fail to comply with any term provision, condition or covenant of
this Lease other than as set forth in (i) above, or any of the Rules and
Regulations now or hereafter established for the government of the Premises,
Office Building and Office Building Area; or (iv) any petition or other
proceeding is filed by or against Tenant under the National Bankruptcy Act, as
amended, or any proceeding provided by the applicable laws of Maryland in the
nature of a bankruptcy or for the benefit of creditors; or (v) Tenant shall
become insolvent or make a transfer for the benefit of creditors; or (vi) Tenant
shall make as assignment for the benefit of creditors; or (vii) a receiver is
appointed for a substantial part of the assets of Tenant; or (viii) the
leasehold interest is levied on under execution or lien - then, in any of such
events, Landlord shall have the option to do any of the following in addition to
and not in limitation of any other remedy permitted by law or by this Lease:
(a) Terminate this Lease in which event Tenant shall immediately surrender
the Premises to Landlord; but if Tenant shall fail to do so, Landlord may,
without further notice and without prejudice to any other remedy Landlord may
have for possession or arrearages in Rent or damages for breach of contract,
enter upon the Premises and remove Tenant and his effects by force, if
necessary, without being liable to prosecution or any claim for damages, and
Tenant agrees to indemnify Landlord for all loss and damages which Landlord may
suffer by reason of such termination, whether through inability to relet the
Premises, or through decrease in Rent, or otherwise, including but not limited
to, all expenses, including reasonable attorney's fees of any proceedings,
expenses of re-renting , etc. In the event of such termination, Landlord may at
its option, declare the entire amount of the Rent, which would become due and
payable during the remainder of the Term, to be immediately due and payable, in
which event Tenant agrees to pay the same at once together with all Base Rents
and additional Rents to Landlord. Such payments shall not constitute a penalty
or forfeiture or liquidated damages, but shall merely constitute a payment in
advance of the Rent for the remainder of the Term. Upon making such payment,
Tenant shall be entitled to receive from Landlord all Rents received by Landlord
from other tenants on account of the Premises during the Term of this Lease;
provided, however, tact the monies to which the Tenant shall so become entitled
shall in no event exceed the entire amount payable by Tenant to Landlord as
Base Rent and Additional Rent.
(b) Enter the Premises as the agent of Tenant, by force if necessary,
without being liable to prosecution or any claim for damages and relet the
Premises as the agent of the Tenant and receive the Rent therefor, and the
Tenant shall pay to the Landlord on demand any deficiency that may arise by
reason of such reletting.
(c) Perfect and otherwise enforce a lien, which Tenant agrees that
Landlord shall have, on all personal property, fixtures and trade fixtures of
Tenant, presently existing or subsequently acquired, placed in the Office
Building by or for the benefit of Tenant, and may, without notice and without
liability to Tenant or other party, be sold by Landlord at public or private
sale with the proceeds being applied to the amount owed to Landlord and toward
damages from Tenant's breach of this Lease.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies provided by this Lease or by law. If Landlord shall incur
any expense, including covenants or term of this lease, the amounts so incurred
shall be payable to Landlord as Additional Rent by Tenant with the next due
installment of Base Rent.
B. Tenant. If the Landlord or any successor in interest shall be an
individual, joint venture, tenancy in common, firm, or partnership, general or
limited, there shall be no personal liability on such individual or on the
members of such joint venture, tenancy in common, firm, or partnership or on
such joint venture, tenant in common, firm, or partnership, in respect to any of
the covenants or conditions of this Lease or arising out of the occupancy by
Tenant of the Premises. The Tenant shall look solely to landlord's interest in
the Office Building and there shall be no other liability of Landlord to Tenant
for the satisfaction of the remedies of the Tenant in the event of a breach by
the Landlord of any of the covenants or conditions of this Lease.
20. PERSONAL PROPERTY OF TENANT
A. If Tenant shall not remove all its personal property from the Premises
at the termination of this Lease, Landlord may remove all or part of that
property in any manner Landlord chooses and may store the same without liability
to Tenant for its loss or damage. Tenant shall be liable to Landlord for all
expenses incurred in the removal and storage of Tenant's personal property.
B. The Tenant covenants and agrees that all furniture, fixtures and
property of every kind, nature and description which may be in or upon the
Premises or Office Building or Office Building Area during the term of this
Lease or any extension thereof shall be at the sole risk and hazard of the
Tenant and if the whole or any cause whatsoever no part of said damage or loss
shall be charged or borne by the Landlord except said loss occasioned by the
negligence of the Landlord.
21. FORCE MAJEURE
Landlord shall be excused for the period of any delay in the performance of
any obligation when the delay is, in Landlord's opinion, any cause or causes
beyond its control which include, but are not limited to, all labor disputes,
governmental regulations or controls, fire or other casualty, inability to
obtain any material, services or financing.
22. CONDEMNATION
If the Premises or any part shall be taken by eminent domain or by a
negotiated sale or settlement in lieu of a taking by eminent domain, this Lease
shall terminate on the date when title vests pursuant to such taking or sale and
the Base Rent and Additional Rent shall be apportioned as of that date. The
award or any payment made as a result of such taking or sale shall be the
property of Landlord, but Tenant shall be entitled to seek on its own behalf a
separate award for trade fixtures installed by Tenant at its own expense and
which are not part of the Premises and relocation.
23. APPLICABLE LAW
This Lease shall be construed according to the laws of the State of
Maryland.
24. CAPTIONS AND HEADINGS
The captions and headings throughout this Lease are for convenience and
reference only, and shall in no way affect the interpretation, construction or
meaning or any provision of this Lease.
25. RECORDING
Both Landlord and Tenant agree that upon the request of the other, they
will execute, acknowledge and deliver a short form of Lease (or Memorandum of
Lease) suitable for being recorded among the Land Records of Prince George's
County, Maryland, and that all costs of such recording, including all taxes,
fees and charges shall be paid by Tenant as Additional Rent.
26. JOINT AND SEVERAL LIABILITY
In the event that two (2) or more Parties shall sign this Lease as Tenant,
the liability of each such party to pay Rent and perform all other covenants of
this Lease shall be joint and several. In the event that the Tenant shall be a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be personal and joint and several.
27. NO DISCRIMINATION
Landlord requires the Office Building be operated in such a manner so that
all tenants, and their customers, employees, licensees and invitees shall have
an equal opportunity to obtain all the goods, services, accommodations,
advantages, facilities and privileges of the Office Building without
discrimination because of race, creed, color, sex, age, national origin or
ancestry. Tenant agrees not to discriminate in the conduct and operation of its
business in the Premises against any person or group of persons because of the
race, creed, color, sex, age, national origin or ancestry of such persons or
group of persons.
28. NO OPTION
The submission of this Lease to Tenant for execution does not constitute a
reservation of or option for the Premises, and this Lease becomes effective only
upon execution and delivery to Tenant by Landlord.
29. SEVERABILITY
If the application of any term or provision of this Lease, whether in whole
or in part, be held invalid or unenforceable, in general or in any instance, the
remainder of this Lease shall not be affected by such holding and it shall be
fully enforced.
30. INTEGRATION OF AGREEMENTS
This writing is intended by the Parties as a final expression of their
agreement and is a complete and exclusive statement of its terms, and all
negotiations, considerations and representations between the parties are
incorporated herein. No course of prior dealings between the Parties or their
affiliates shall be relevant or admissible to supplement, explain, or vary any
of the terms of this Lease. Acceptance of, or acquiescence to, a course of
performance rendered under this Lease or any prior agreement between the Parties
or their affiliates shall not be relevant or admissible to determine the meaning
of any of the terms or covenants of this Lease. Other than as specifically set
forth in the Lease, no representations, understanding, or agreements have been
made or relied upon in the making of this Lease. This Lease can only be
modified in writing and signed by each of the Parties or their agents.
31. THIRD PARTY BENEFICIARY
Nothing contained in this Lease shall be construed so as to confer upon any
other party the rights of a third party beneficiary, except as may be otherwise
specifically provided for herein.
32. NO WAIVER
The failure of Landlord to insist, in any one or more instances, upon a
strict performance of any of the covenants or to exercise any option contained
in this Lease shall not be construed as a waiver or a relinquishment for the
future of such covenant or option, and the same shall continue and remain in
full force and effect. The receipt by Landlord of Rent coupled with knowledge
of the breach of any covenant of this Lease shall not be a waiver of such
breach.
33. NOTICES
All notices, demands and requests required under this Lease shall be in
writing. All such notices, demands and requests shall be deemed to have been
properly given if sent by United States registered or certified mail, postage,
prepaid, addressed to the notice addresses set forth below:
TO TENANT: TO LANDLORD:
Washington Homes, Inc. Citadel Land, Inc.
0000 Xxxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attn: President Attn: President
Either party may designate a change of address by written notice to the
other party. Notices, demands and requests which shall be served by registered
or certified mail in the manner aforesaid shall be deemed sufficiently served or
given for all purposes hereunder at the time such notice, demand or request
shall be mailed by United States registered mail or certified mail as aforesaid
in any Post Office or Branch Post Office regularly maintained by the United
States Government.
34. REAL ESTATE BROKER
Tenant warrants what no real estate broker or any other party has
participated in bringing about this Lease and agrees to hold harmless and
indemnify Landlord from all claims of others arising out of the negotiation or
entering into of this Lease.
35. EFFECTIVE DATE OF THIS LEASE
All terms, conditions, and covenants by Tenant contained in this Lease
shall be effective as of delivery of this Lease by Landlord to Tenant except the
covenant to pay Rent which shall be effective on the Rental Commencement Date.
36. VARIATION IN PRONOUNS
All pronouns and any variation thereof shall be deemed to refer to
masculine, feminine, neuter, singular or plural, as the identity of the person
or persons may require.
37. SUCCESSORS AND ASSIGNS
The covenants, conditions and agreements contained in the Lease shall bind
and inure to the benefit of Landlord and Tenant, and their respective heirs,
distributees, executors, administrators, successors and, except as otherwise
provided in this Lease, their assigns. Tenant's obligation to pay all sums
under this Lease shall survive the expiration or sooner termination of the Term.
38. PROPERTY SUBJECT TO DECLARATIONS
Notwithstanding any of the terms of this Lease, the Office Building and the
Office Building Area are subject to easements, restriction, plats, covenants,
declarations and agreements of record and nothing contained in this Lease shall
in any way contravene any of the conditions imposed on the Office Building and
Office Building Area by any of the foregoing documents.
39. LANDLORD'S LIABILITY
The term "Landlord" as used in the Lease means only the owner or the
mortgagee or trustee, as the case may be, in possession, for the time being of
the Office Building or Office Building Area (or the owner of a lease of the
Office Building or of the Office Building Area), so that in the event of any
transfer of title to or lease of said Office Building or Office Building Area,
the Landlord in possession immediately prior to such transfer or lease shall be
and hereby is entirely freed and relieved of all covenants and obligations of
Landlord hereunder thereafter accruing.
IN WITNESS WHEREOF, the Parties hereto have executed this Lease under their
respective seals as of the day and year first above written.
WITNESS: LANDLORD:
CITADEL LAND INC.
By:
TENANT:
WASHINGTON HOMES, INC.
By:
President
