CROFTON BUSINESS CENTRE OFFICE LEASE AGREEMENT
Exhibit 10.17
CROFTON BUSINESS CENTRE
THIS LEASE AGREEMENT is made this 18th day of July 2004, by and between Xxxxxxx X. Xxxxxxx (“Landlord”) and SFA, Inc. (“Tenant”).
That for and in consideration of the rents, mutual covenants and agreements set forth in this Lease, Landlord and Tenant agree as follows:
1.01. Premises. Landlord leases to Tenant, and Tenant rents from Landlord, certain commercial space in the premises known as Crofton Business Centre (the “Building”) located at 0000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000. The leased premises (“Premises”) consists of approximately 7,146 square feet of rentable area, as measured by the formula attached hereto as Exhibit A on the 4th floor(s) of the Building, as shown on the plan attached hereto as Exhibit B.
2. PREOCCUPANCY WORK AGREEMENT.
If requested by Landlord, immediately after delivery of possession of the Premises to Tenant, or at any other time during the Term, Tenant will execute a declaration, in the form attached hereto as Exhibit D, specifying the information called for in said form.
Lease or pursuant to law. and Landlord provided Tenant gives Landlord 180 days written notice of desire to exercise this option. Landlord will allow Tenant the right of first offering on the contiguous space containing approximately 2100 square feet. Tenant will have five business days to accept the additional space under the same terms and conditions of this lease agreement.
4.01. Landlord hereby acknowledges receipt from Tenant of the sum of Thirteen Thousand, One Hundred One & 00/100 ($13,101.00) (the “Deposit”) to be held by Landlord as security for the prompt payment of rent and the performance of Tenant’s other obligations under this Lease. If Tenant timely performs and observes all of the covenants and agreements required of it under this Lease, then, at the end of the Term and within sixty (60) days following surrender of the Premises by Tenant to Landlord, the Deposit, without interest, less all expenses incurred by Landlord in cleaning and restoring the Premises on termination of this Lease, shall be refunded to Tenant. If Tenant defaults in the payment of rent, additional rent or in the performance or observance of any other obligation on its part under this Lease, then Landlord may apply the Deposit to the payment of rent or additional rent in default and/or to the damages and costs incurred by Landlord as a result promptly thereafter restore the Deposit to the original amount. The right of Landlord to apply the Deposit as above specified shall not be construed as a limitation upon Landlord’s right to invoke any other remedy available under this Lease or at law or in equity for any breach of this Lease, or to collect the full amount of damages owed by Tenant on account of any breach.
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total number of square feet of rentable area in the building) of any and all Operating Costs (as defined in Section 9.01) and Real Estate Tax Expenses (as defined in Section 10.03) in excess of a sum equal to actual expenses for 2005 adjusted to reflect 95% occupancy, if necessary multiplied by the total rentable area in the building as such area is determined from time to time by Landlord’s architect (hereinafter “Adjustment Rent”). The payment of said Adjustment Rent shall be completed by Landlord on the basis of each fiscal year of the building (which building fiscal year may be on a calendar year basis or such other fiscal year as Landlord determines in this sole discretion) during the Term of this Lease and any renewal or extension thereof.
6.01. Base Rent payable under Section 5 of this Lease shall be increased annually, commencing with the second year of the term of this Lease and each year thereafter by a rate of three percent (3%) of the amount of the rent paid by Tenant during the year preceding each annual increase.
7. TENANT’S BUSINESS OPERATIONS AND USE OF PREMISES.
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8. COMMON AREAS AND FACILITIES.
i. Operating, maintaining, repairing, lighting, cleaning, painting, decorating and insuring (including, but not limited to, the costs of liability insurance for personal injury, bodily injury, death and property damage; workmen’s compensation insurance covering personnel; rental insurance; and glass, fire and casualty insurance) the Building;
ii. Repairing or replacing paving, curbs, walkways, roof, walls, windows, lighting facilities, floors, drainage, pipes, ducts, conduits and similar items; landscaping; and removing snow, ice and debris from the “common areas”;
iii. Operating, maintaining and repairing the sprinkler system and all other central and common mechanical and electrical equipment located in the Building, including the cost of any service contracts therefor;
iv. All utility expenses charged to the Building such as gas, electric, sewer and water;
v. Cleaning, janitorial service, and trash removal from central trash receptacles in and around the Building;
vi. All administrative costs and property management fees;
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vii. Taxes, sales and use taxes on supplies or services;
viii. Should Landlord employ a security system (including employing security personnel), the costs of purchasing, operating and maintaining any such security system, although Landlord shall not be obligated or required to employ any security system;
ix. All other expenses which would be considered an expense of owning, maintaining, operating or repairing the Building under sound accounting principles, including but not limited to such license fees or other similar charges by any governmental body for the privilege of renting or using the Premises, and the cost of any capital improvements which are made by Landlord, provided that the costs of each such capital improvement, together with any financing charges incurred in connection therewith, shall be amortized over the useful life thereof and only that portion attributable to such Building fiscal year shall be included in Operating Expenses for such Building fiscal year.
So long as Tenant is not in default under this lease, Landlord shall provide the following facilities and services to Tenant:
11.02. Heating and Air Conditioning. Central heating and air conditioning from 8 a.m. under 6 p.m. on weekdays exclusive of holidays (i.e., New Year’s Day, Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day), during the seasons of the year when these services are normally and usually furnished, and within the temperature ranges and in such amount normally or usually furnished, in comparable office buildings in the Maryland Suburban/Washington, D.C. area. Landlord shall provide heat and air conditioning at other times at Tenant’s expense. Such after- hour,
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holiday or special weekend service rate shall be determined by Landlord and shall be charged to Tenant at the same rate charged to other tenants in the Building. Landlord reserves the right to adjust from time-to-time, in its sole discretion, the rate of such services, provided the rate charged Tenant does not exceed the rate charged other tenants in the Building.
11.03. Cleaning and Janitorial Service. Cleaning and janitorial service in Landlord’s standard manner.
11.06. Rest Room Facilities. Rest room facilities and necessary lavatory supplies, including hot and cold running water at the points of supply provided for general use of other tenants in the Building, and routine maintenance, painting and electric lighting service for all public and special service areas of the Building in such manner as Landlord deems reasonable.
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14. LANDLORD’S SIGN POLICY
14.01. Sign Policy. Landlord shall, at Tenant’s sole cost and expense, have prepared, in accordance with Tenant’s specification, and thereafter install a sign containing Tenant’s name, business practice and suite location upon the exterior door of the Premises or such other location designated by Landlord, in accordance with the sign policy (“Sign Policy”) of the Landlord attached hereto as Exhibit E. Tenant covenants and agrees to abide by the rules and regulations set forth in the Sign Policy and any reasonable amendments, changes or additions thereto. Other than as provided in Landlord’s Sign Policy, Tenant will not place or suffer to be placed or maintained on the exterior of the Premises any other sign, advertising matter or any other thing of any kind whatsoever. Tenant further agrees to maintain its entrance door sign and any other signs as may be approved by Landlord, and provided for in Landlord’s Sign Policy, in good condition and repair at all times.
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14.02. Tenant Directory. In the event that the Sign Policy of the Landlord provides for the establishment of a “Tenant Directory” within the Building, Tenant shall have the right to have its name, business practice (if appropriate) and location placed on the Directory. The cost of the placement of Tenant’s name, business practice and location on the Directory shall be borne by the Tenant.
16.01. If a Mechanic’s Lien or claim is filed against Landlord’s property because of work, labor or services performed or materials furnished on behalf of Tenant or at the direction of Tenant or anyone authorized by Tenant, Tenant shall discharge such lien upon demand to the
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satisfaction of Landlord, failing which may, in addition to any other right or remedy, discharge it by paying the amount claimed to be due. Any amount paid by Landlord and all related costs and expenses (including attorney’s fees) plus fifteen percent (15%) of such amounts for Landlord’s administrative expenses shall be due and payable by Tenant as additional rent to Landlord on demand. The failure to pay such demand by Tenant shall result in an additional charge equal to eighteen percent (18%) per annum on the unpaid sum until paid in full. Tenant shall provide Landlord a release of liens for any work on the Premises which may be performed on behalf of or authorized by Tenant.
17.01 Landlord and its agent may at any reasonable time and without liability to Tenant, other than liability for personal injuries and damages resulting directly from the negligence of Landlord or its agents, enter the Premises to examine them or to make alterations or repairs or for any purpose which Landlord considers necessary for the repair, operation, or maintenance of the Building; provided, however, that if in Landlord’s opinion an emergency exists, Landlord may enter the Premises at any time, whether or not said entry is reasonable. Tenant shall allow the Premises to be exhibits by Landlord (i) at any time by Landlord to any representatives of lending institutions or to any prospective purchasers of the Building, or (ii) within six (6) months of the end of the Lease Term to persons who may be interested in leasing the Premises.
18.01. Rules and Regulations. Tenant covenants and agrees to be bound by the Rules and Regulations, as adopted, promulgated and amended from time to time by Landlord, pertaining to and for the purpose of maintaining and operating all common areas and structures and improvements within the Building area in a clean and orderly manner, preserving the safety and welfare of all of the tenants in the Building. A copy of the current Rules and Regulations is attached hereto and incorporated herein as Exhibit F.
18.02 Breach of Rules and Regulations. If Tenant permits or causes any condition, action, omission or pattern of actions or omissions, which in the sole judgment of Landlord violates any covenant or condition set forth in the Rules and Regulations or any amendment thereto, Landlord will give Tenant notice of the violation. If Tenant permits or causes the same or substantially similar condition, action, omission or pattern of action or omission to occur or continue anytime after receiving notice from Landlord, Tenant will have materially breached this Lease. In such event, Landlord may terminate this Lease upon not less than thirty (30) days notice to Tenant and/or take any other actions at law and/or in equity, as Landlord may desire, to recover damages, including attorney’s fees and lost rents, resulting from Tenant’s breach of the Lease and violation of the Rules and Regulations and/or to obtain specific performance by Tenant in complying with all Rules and Regulations. Tenant agrees that is failure to comply with such Rules and Regulations will materially injure the operation of the Building and will be harmful to Landlord and other tenants and occupants of the Building. Therefore, Tenant agrees that Landlord is and should be entitled to obtain injunctive relief against any violation by Tenant of such Rules and Regulations, even though Landlord may have an adequate remedy at law. Regardless of Landlord’s rights, in the event Tenant violates any condition or covenant set forth in the Rules and Regulations, Landlord is not responsible or liable to Tenant for the noncompliance, violation or breach of any other tenant or occupant of the Building.
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19. INDEMNITY OF LANDLORD BY TENANT
19.01. Indemnification. Tenant will indemnify Landlord and save it harmless from and against any expenses (including reasonable attorneys’ and other professional fees), loss or liability paid, suffered or incurred as the result of any breach by Tenant, Tenant’s agents, servants, employees, clients/customers, contractors, visitors or licensees, of any covenant or condition of this Lease, and any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of the occupancy or use by Tenant of the Leased Premises or any part thereof or any other part of the Building, occasioned wholly or in part by any act or omission of Tenant, Tenant’s agents, servants, employees, customers, contractors, visitors or licensees.
20. LANDLORD NOT LIABLE FOR DAMAGE TO PERSONAL PROPERTY OR PERSONAL
20.01. All property of Tenant, its agents or invitees, or of any other person, in or on the Premises or the Building, shall be and remain at the sole risk of Tenant or such agent, invitee or person. Landlord shall not be liable for any damage to or theft or loss of such property, whether or not caused by the act or omission of any person, including Landlord or its agents or invitees, or by the bursting, leaking or overflowing of water, sewer, stream or sprinkler pipes, heating or plumbing fixtures, air conditioning or heating failure, gas odors or noise, or damage resulting from water, rain, snow or dampness which may leak or issue from or through any part of the Building, or any other act or thing, unless such damage to or theft or loss of such property results directly from the negligence of Landlord and then only to the extent that Tenant, its agents, invitees, or any other persons are not compensated therefor by insurance. Furthermore, Landlord shall not be liable for the interruption of or loss to Tenant’s business that may result from any of the acts or causes described above except for liability for loss resulting directly from the negligence of Landlord, and then only to the extent that Tenant, its agents, invitees, or any other persons are not compensated therefor by insurance. Landlord shall not be liable for any personal injury to Tenant, its agents or invitees, or to any persons, arising from the use, occupancy or condition of the Premises or Building other than liability for personal injuries resulting directly from the negligence of Landlord, and then only to the extent that Tenant is not compensated therefor by insurance.
21.01. If the Premises shall be damaged by fire or other casualty other than as a result of the fault or negligence of Tenant, and such fire or other casualty is insured against by Landlord, and Landlord shall have received from such insurance sufficient proceeds to fully repair all of the damage caused by such fire and other casualty, Landlord shall repair the damage, provided that Landlord shall have no obligation to repair damage to or replace Tenant’s Personal Property or any other property located in the Premises, and the Lease shall not terminate. Except as otherwise provided herein, if the entire Premises are rendered untenantable by reason of any such damage, the rent shall xxxxx for the period from the date of the damage to the date the damage is
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repaired as determined by Landlord, and if only a part of the Premises are so rendered untenantable the rent shall xxxxx for the same period in the proportion that the area of the untenantable part bears to the total area of the Premises; provided, however, that if prior to the date when all the damage has been repaired part of the Premises so damaged are rendered tenantable and shall be or could be used or occupied by or through Tenant, then the amount by which the rent abates shall be apportioned for the period from the date of such actual or available use or occupancy to the date when all the damage has been repaired as determined by Landlord. No compensation or reduction of rent shall be paid or allowed by Landlord for interruption, inconvenience, annoyance, or injury to Tenant’s business arising from the need to repair the Premises or the Building.
21.02 Notwithstanding the provisions above, if the Building shall be so damaged by fire or other casualty that, as determined by Landlord, substantial reconstruction of the Building is required (whether or not the Premises have been damages or rendered untenantable), then Landlord, at its option, may give Tenant, within sixty (60) days after the fire or other casualty, written notice of termination of this Lease and, in the event such notice is given, this Lease and the Term shall terminate (whether or not the Term shall have commenced) upon the expiration of thirty (30) days from the date of notice with the same effect as if the date of expiration of the thirty days were the date initially fixed for expiration of the Term, and all rents shall be apportioned as of such date.
21.03 If the Premises or the Building should be damaged by fire or other casualty due to the negligence or misconduct of Tenant, Landlord shall have no obligation to repair the Premises or the Building, and this Lease shall, at Landlord’s option, not terminate and Landlord shall, at Tenant’s expense, have the right to pursue any legal and equitable remedies available to it. If the fire or other casualty shall be the fault of the Tenant, Tenant’s employees and/or invitees, then Tenant shall pay to have the affected areas rebuilt.
22.01. Tenant, at Tenant’s expense, shall obtain and maintain in effect at all times during the Term insurance policies providing at least the following insurance coverage:
i. A policy of fire and extended coverage insurance, i.e., an “all risk” policy covering all Tenant’s Personal Property and all other property in the Premises and Building for not less than full replacement value. Any and all proceeds of such insurance shall be used only to repair or replace the items so insured.
ii. A policy covering business interruption to Tenant’s business in an amount equal to one hundred percent (100%) of the estimated gross annual income of Tenant’s business.
iii. A comprehensive general liability insurance policy, naming Landlord and any mortgages of the Building as additional insured and protecting Landlord, Tenant and any such mortgagee against any liability for bodily injury, personal injury, death or property damage occurring upon, in or about the Premises or the Building, or arising from any of the items set forth in Section 19 against which Tenant is required to indemnify Landlord, with such policy to afford protection with a limit of not less than One Million Dollars ($1,000,000) with respect to
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bodily injury, personal injury, or death to any one person, with a limit of not less than One Million Dollars ($1,000,000) with respect to bodily injury, personal injury, or death in any one occurrence. Landlord may require Tenant, at Tenant’s expense, to increase the limits of said insurance during the Term, provided that the total premium for such increases shall not exceed by more than twenty-five percent (25%) the premium for the limits in force at the time of the request.
22.02 All insurance policies required to be obtained and maintained by Tenant under this Lease must (i) be issued by insurance companies approved by Landlord and must have form and content satisfactory to Landlord; (ii) be written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or its mortgagees may carry; (iii) contain an express waiver of any right of subrogation by the insurance company against Landlord, its mortgagees and its agents; and (iv) provide that the policy may not be cancelled or non-renewed unless Landlord shall have received at least fifteen (15) days prior written notice of cancellation or non-renewal. Tenant shall deliver to Landlord certified copies, or duplicate originals, to each such policy or renewed policy, together with evidence of payment of all applicable premiums, at least ten (10) days before the Lease Commencement Date and at least thirty (30) days before the application of the expiring policies previously furnished. Any insurance required of Tenant under this Section may be carried under a blanket policy covering the Premises and other locations of Tenant, provided Tenant shall deliver to Landlord a duplicate original or certified copy of each blanket policy, or other evidence satisfactory to Landlord of blanket coverage and provided further that said blanket policy shall specifically set forth the amount of insurance allocated to Tenant’s insurance requirements under this Lease. Neither the issuance of any such insurance policy nor the minimum limits specified in this Section with respect to Tenant’s insurance coverage shall be deemed to limit or restrict in any way Tenant’s liability arising under or out of this Lease.
22.03. In the event of increases in the insurance rates for fire insurance or other insurance carried by Landlord due to Tenant’s activity or property on or about the Premises or the Building, or for improvements to the Premises other than Building Standard Improvements, for which Tenant is responsible, Tenant shall be liable for such increases and shall reimburse Landlord immediately upon demand therefore. Statements by an insurance company or by the applicable insurance rating bureau that such increases are due to such activity, equipment or improvements shall be conclusive evidence for determining said liability of Tenant.
23.01 Landlord and Tenant each hereby releases the other, its agents, invites, or visitors from any claim for damage or loss to any person or to the Premises, the Building, any property contained therein, or any other property, caused by or resulting from any risks insured against under any insurance policies carried by Landlord or Tenant and in force at the time of any such damage or loss to the extent such damage or loss is actually compensated by insurance proceeds, regardless of the cause of the damage or loss (including the negligence of Landlord or Tenant or their respective agents).
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24.01 Total Condemnation. If the whole or a substantial part of the Premises, the Building or the land on which the Building is situated (the “Land”) is taken or condemned by any governmental authority for any purposes (or is granted to any governmental authority in lieu of condemnation, such granting being deemed a condemnation for purposes of this Lease). Landlord shall have the right at its sole discretion to terminate the Lease upon sixty (60) days notice to Tenant, or the Term shall terminate as of the date title vests in the condemning authority, and the rent shall be abated on that date.
24.02. Partial Condemnation. If less than a substantial part of the Premises, the Land or the Building is taken or condemned by any governmental authority for any purpose, or if a substantial part of the Premises, the Land or the Building is taken or condemned by any government authority for any purpose, but Landlord does not elect to terminate this Lease pursuant to the preceding paragraph, provided that at least some portion of the Premises is taken, the rent shall be equitably adjusted as of the date title vests in the authority and this Lease shall otherwise continue in full force and effect. For purposes of this Section, a substantial part of the Premises, the Land or the Building shall be considered to have been taken or condemned if, in the sole opinion of Landlord, the taking or condemnation shall render it commercially undesirable for Landlord to permit this Lease to continue or to continue operating the Building.
24.03. Award. Tenant shall have no claim against Landlord arising out of the taking or condemnation, or arising out of the cancellation of this Lease, or for any portion of the amount that may be awarded as damages as a result of any taking or condemnation or for the value of any unexpired portion of the Term or for any property other than Tenant’s Personal Property, and Tenant hereby assigns to Landlord all its rights, title and interest in and to any such award; provided, however, that in the event of a total taking, Tenant may assert any claim it may have against the condemning authority for compensation for Tenant’s Personal Property and for any relocation expenses compensable by statute, and receive such awards as may be allowed in the condemnation proceedings if such awards shall be made in addition to and stated separately from the award made for the Land, the Building and the Premises. Landlord shall have no obligation to contest any taking or condemnation.
25.01 Events of Default. The following events shall be deemed to be events of default by Tenant under this Lease:
i. Tenant shall fail to pay, when due, any installment of Base Rent, Additional Rent, Adjustment Rent or other sums payable by Tenant hereunder;
ii. Tenant shall fail to comply with or observe any term, provision, covenant or condition of this Lease, including the Rules and Regulations and Sign Policy attached hereto;
iii. Tenant or any guarantor of Tenant’s obligations hereunder shall become insolvent or make an assignment or transfer for the benefit of creditors;
iv. Any petition shall be filed by or against Tenant or any guarantor of Tenant’s obligations hereunder under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any State thereof; or Tenant or any guarantor of Tenant’s obligations hereunder shall be adjudged bankrupt or insolvent in proceedings filed thereunder;
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v. A Receiver or Trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations hereunder;
vi. Tenant admits its inability to pay its debts when due;
vii. The leasehold interest of Tenant is levied under execution;
viii. Tenant fails to take possession of the Premises as of the Lease Commencement Date or abandons or vacates any portion of the Premises prior to the Termination Date; or
ix. If Tenant is a corporation or a general or limited partnership and if, at any time after execution of this Lease, fifty percent (50%) of the corporate stock or partnership interests are transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present control of said corporation or partnership.
i. Terminate this Lease by written notice to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord, may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor.
ii. Without terminating this Lease, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim for damages thereof and, if Landlord so elects, relet the premises on such terms as Landlord shall deem advisable.
iii. Enter upon the Premises, without being liable for prosecution or any claim for damages therefor and do whatever Tenant is obligated to do, under the terms of this Lease; and Tenant agrees to reimburse Landlord, upon demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to the Tenant from such action.
iv. Sell, at public or private sale, all or any part of the goods, chattels, fixtures and other personal property belonging to Tenant which are or may be put in the Premises during the Term, whether exempt or not from sale under execution or attachment (it being agreed that said property shall at all times be bound with a lien in favor of Landlord and shall be chargeable for all rent and for the fulfillment of the other covenants and agreements herein contained) and apply the proceeds of such sale, first, to the payment of all costs and expenses of conducting the sale (including attorney’s fees) or caring for or storing said property; second, toward the payment of
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any indebtedness, including, without limitation, indebtedness for rent which may be or may become due from Tenant to Landlord; and third, to pay the Tenant, on demand in writing, any surplus remaining after all indebtedness of Tenant to Landlord has been fully paid.
No re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention is given to Tenant. Notwithstanding any such re-letting or re-entry or taking possession, Landlord may at any time thereafter elect to terminate this Lease for a previous default. Landlord’s acceptance of rent following an event of default hereunder shall not be construed as Landlord’s waiver of such breach of any of the terms, provisions and covenants herein contained nor shall any such acceptance of rent be deemed or construed to constitute a waiver of any other violation or default.
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26.01. Should Tenant remain in possession of all or any part of the Premises after the expiration of the term of this lease, such holding over shall, in the absence of a written agreement to the contrary, be construed to create a tenancy from month to month, terminable on thirty (30) days written notice from either party to the other, at a monthly rental equal to the total of: (1) 200% of the monthly installment of Base Rent (as adjusted) payable during the last month of the term of this Lease; (2) Tenant’s Proportionate Share of Operating Expenses and Real Estate Operating Expenses; and (3) all other charges payable under this Lease. All terms and conditions of this lease shall remain in full force and effect during any month-to-month tenancy created hereunder.
27. RIGHT OF LANDLORD TO CURE TENANT’S DEFAULT.
27.01. If Tenant defaults in the making of any payment or in the doing of any act required to be made or done under this Lease by Tenant, then Landlord may, but shall not be required to, make such payment or do such act, and, unless a different rate is specified herein, the expense thereof, if made or done by Landlord, with interest thereon at the rate of fifteen percent (15%) from the date paid by Landlord shall be paid by Tenant to Landlord and shall constitute additional rent; but the making of such payment or the doing of such act by Landlord shall not operate to cure the default or to estop Landlord from the pursuit of any remedy to which Landlord would otherwise be entitled.
28.01. No failure by landlord to insist upon the strict performance by Tenant of any provision of this Lease or to exercise any right or remedy for default hereunder, and the acceptance by Landlord of full or partial rent during the continuance of any such default shall constitute a waiver of the default or of the provision, and no default shall be waived or modified except by written instrument executed by Landlord. No waiver of any default or compromise or settlement of any proceeding instituted by Landlord shall affect or alter this Lease or constitute a waiver of any of its provisions, but each and every provision of this Lease shall continue in full force and effect with respect to any other then existing or subsequent default. No payment by Tenant, or receipt by Landlord, of a lesser amount than the correct monthly Base Rent or Additional Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or letter accompanying any check for payment of rent of any other amounts owed to Landlord effect or evidence an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of the rent or other amount owed or to pursue any other remedy provided in this Lease or at law. No reentry by landlord, and no acceptance by Landlord of keys from Tenant, shall operate as a termination of this Lease or a surrender of the Premises.
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29. SUBORDINATION, ATTORNMENT AND ESTOPPEL.
29.01. Subordination. Tenant acknowledges and agrees that this Lease is subject and subordinate to the lien of any and all mortgages or deeds of trust which may now or hereafter encumber or otherwise affect the Building or Land. If a mortgagee shall so elect by notice to Tenant or by the recording of a unilateral declaration of subordination, this Lease and Tenant’s rights hereunder shall be superior and prior in right to the mortgage of which such mortgagee has the benefit, with the same force and effect as if this Lease had been executed, delivered and recorded prior to the execution, delivery and recording of each mortgage subject, nevertheless, to such conditions as may be set forth in any such notice or declaration. Landlord will request a non-disturbance agreement from Lender.
30. ASSIGNMENT AND SUBLETTING.
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collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant of obligation contained in this Lease, nor shall any such assignment, transfer or subletting be construed to relieve Tenant from giving Landlord said thirty (30) days notice or from obtaining the Consent of Landlord to any further assignment, transfer or subletting.
31.01. Landlord may freely assign or otherwise transfer all or any portion of its interest under this Lease or in the Premises or the Building, and in the event of any such sale, assignment or other transfer, the party originally executing this Lease as landlord, and any successor or affiliate of such party shall, without further agreement between Landlord and Tenant or between Landlord and/or Tenant and the person who is the purchaser, assignee or Landlord, be relieved of any and all of its obligations under this lease, and Tenant shall thereafter be bound to such purchaser, assignee or other transferee, as the case may be, with the same effect as though the latter had been the original Landlord hereunder.
32.01. This Lease and the obligations of Tenant to pay rent and perform all of the provisions on the part of Tenant to be performed hereunder shall in no way be affected, impaired or excused, nor shall Tenant have any claim against the Landlord for damages because Landlord, due to Unavoidable Delays, is unable to fulfill any of its obligations under this Lease, including, but not limited to, the obligations to supply any service expressed or implied to be supplied, make any repairs, replacements, additions, alterations, or decorations, or supply any improvements, utility, equipment, or fixture.
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33.01. Landlord and Tenant each represents and warrants to the other that (except as hereinafter Street forth) neither of them has employed any broker in carrying on any negotiations relating to this Lease. Landlord and Tenant shall each indemnify and hold harmless the other from any claim for brokerage or other commission arising from or out of any breach of the foregoing representation and warranty. Any representation or statement by a leasing company, broker, or any third party (or employee thereof) engaged by Landlord as an independent contractor which is made with regard to the Premises or the Building shall not be binding upon Landlord nor serve as a modification of this Lease, and Landlord shall have no liability the for, except to the extent such representation is also contained herein or is approved in writing by Landlord. Landlord recognizes the Ezra Company as broker for Tenant and agrees to pay a commission of 3.5% of the aggregate escalated base rent for the initial term of the Lease.
34. RIGHTS RESERVED BY LANDLORD.
34.01. Landlord shall have the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off or abatement of rent:
i. To change the Building’s name or street address;
ii. To install, affix, maintain and remove any and all signs on the exterior of the Building;
iii. To designate and/or approve or disapprove, prior to installation, all window shades, blinds, drapes, awnings, window ventilators and other similar equipment, and to control all internal lighting that may be visible from the exterior of the Building;
iv. To decorate or make repairs, alterations, additions or improvements, whether structural or otherwise, in and about the Building or any part thereof, and for such purposes to enter the Premises, and during the continuance of any of such work, to temporarily close doors, entry ways, common or public spaces and corridors in the Building and to interrupt or temporarily suspend Building services and facilities, all without affecting any of Tenant’s obligations hereunder, so long as the Premises are reasonably accessible.
v. To grant to anyone the exclusive right to conduct any business or render any service in the Building, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted herein; and
vi. To retain absolute dominion and control over all common or public space within the Building notwithstanding any obligations of Tenant to pay rent or expenses for a pro rata portion thereof.
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35.01. No notice request, consent, approval, waiver or other communication which may be or is required or permitted to be given under this Lease shall be effective until the same is in writing and is delivered in person or sent by registered or certified mail, return receipt requested, first-class postage prepaid, addressed as follows:
| If to Landlord: | Xxxxxxx X. Xxxxxxx 000 Xxxxxxx Xxxxxxx #000 Xxxxxxx, XX 00000 | |
| With Copies To: | ||
| If to Tenant: | ||
| Prior to Lease Commencement Date: | After Lease Commencement Date: | |
| Attention: | Attention: | |
or at any other address that may be given by one party to the other party by notice in accordance with this Section. Such notices and other communications, if sent by registered or certified mail, shall be deemed to have been given at the time of mailing. If any Mortgagee shall notify Tenant that it is the holder of a Mortgage affecting the Premises, no notice, request or demand thereafter sent by Tenant to Landlord shall be effective unless and until a copy of the same shall also be sent to such Mortgagee in the manner prescribed and to such address as such Mortgagee shall designate.
36.01. Lease Subject to Lender’s Approval. If at any time within sixty (60) days from the date hereof any of Landlord’s mortgage lenders (the “Mortgagee”) fails to give its consent to this Lease, Landlord shall have the right, at its sole option, to terminate and cancel this Lease. Such option shall be exercisable by Landlord giving Tenant written notice of such termination, whereupon this Lease shall be cancelled and terminated, and both Landlord and Tenant shall thereupon be relieved from any and all further liability or obligation hereunder.
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37.02. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of Maryland.
37.04. No Representations by Landlord. Neither Landlord nor any agent of Landlord has made any representations or promises with respect to the Premises or the Building except as herein expressly set forth, and no rights, privileges, easements or licenses are granted to Tenant except as herein set forth. Tenant acknowledges that Tenant is aware that the Landlord, Xxxxxxx X. Xxxxxxx, is a licensed real estate broker in the state of Maryland and waives any conflict of interest on the Landlord’s part.
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38. ABOVE STANDARD IMPROVEMENTS CLAUSE.
Landlord shall provide the Above Standard Improvements, which exceed the Tenant allowance as described in Exhibit C in this Lease and as shown on Exhibit B. The Above Standard Improvements Costs shall be amortized over the term of the Lease, which shall include an interest carrying charge of twelve percent (12%). The Above Standard Improvements Costs shall be collected as rent to Landlord and shall be subject to the terms and provisions of the Lease.
| Witness: | Landlord: | |||
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| Xxxxxxx X. Xxxxxxx | ||||
| Witness: | Tenant: | |||
| SFA, Inc. | ||||
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| |||
| By: | ||||
| Title: | ||||
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The listed exhibits to this Lease have been omitted. Global Defense Technology & Systems, Inc. agrees to furnish a copy of any omitted exhibit to the Securities and Exchange Commission upon request.
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