STANDARD
OFFICE LEASE
PROPERTY: TYCON TOWER I BUILDING
LANDLORD : TYCON TOWER I INVESTMENT LIMITED PARTNERSHIP
TENANT: INFOCALL COMMUNICATIONS CORP.
Exhibit - 10.19
LEASE BETWEEN
TYCON TOWER I INVESTMENT LIMITED PARTNERSHIP
AND
INFOCALL COMMUNICATIONS CORP.
TABLE OF CONTENTS
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SECTION TITLE PAGE
------- ----- ----
1. PREMISES....................................... 3
2. TERM........................................... 3
3. RENT........................................... 4
4. OPERATING EXPENSES AND REAL ESTATE TAXES....... 4
5. PREPARATION OF PREMISES FOR TENANT'S OCCUPANCY.. 6
6. ESTOPPEL CERTIFICATE............................ 6
7. USE OF PREMISES................................. 6
8. ASSIGNMENT AND SUBLETTING....................... 7
9. MAINTENANCE BY TENANT........................... 8
10. HOURS OF OPERATION AND SERVICE ................. 8
11. TENANT ALTERATIONS; INSTALLATION OF FIXTURES.... 9
12. ADVERTISING..................................... 11
13. INSPECTIONS; ENTRY.............................. 12
14. INSURANCE....................................... 12
15. DAMAGE TO PREMISES.............................. 13
16. LIABILITY OF LANDLORD........................... 13
17. CASUALTY........................................ 14
18. CONDEMNATION.................................... 15
19. DEFAULT......................................... 15
20. SUBORDINATION................................... 20
21. JURY TRIAL...................................... 20
22. HOLDOVER........................................ 21
23. SUCCESSORS' OBLIGATION.......................... 21
24. RULES AND REGULATIONS........................... 21
25. COVENANTS OF LANDLORD........................... 21
26. RESERVATION OF RIGHTS OF LANDLORD............... 21
27. SECURITY DEPOSIT................................ 22
28. PARKING......................................... 22
29. MORTGAGEE APPROVAL.............................. 22
30. GENDER.......................................... 22
31. NOTICES......................................... 23
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Exhibit - 10.19
32. ESTOPPEL CERTIFICATES........................... 23
33. GOVERNING LAW................................... 24
34. COMMISSIONS..................................... 24
35. WAIVER OF BREACH................................ 24
36. SEVERABILITY OF CLAUSES......................... 24
37. CAPTIONS FOR CONVENIENCE........................ 24
38. DUPLICATE COUNTERPARTS ORIGINALS................ 25
39. RECORDATION..................................... 25
40. EFFECTIVENESS................................... 25
41. RIGHT TO RELOCATE............................... 25
42. NO PARTNERSHIP.................................. 25
43. TIME OF ESSENCE................................. 25
44. FORCE MAJEURE................................... 25
45. ENTIRE AGREEMENT................................ 26
46. HAZARDOUS WASTES................................ 26
47. JOINT AND SEVERAL LIABILITY..................... 26
48. CORPORATE TENANTS' FICTITIOUS NAMES............. 27
49. CONFLICTS....................................... 27
50. CONDITION PRECEDENT............................. 27
EXHIBITS
Exhibit A Floor Plan of the Premises
Exhibit B Form of Lease Commencement Addendum
Exhibit C Rules and Regulations of the Building
Exhibit D Parking Agreement
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Exhibit - 10.19
GENERAL INFORMATION
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1. Premises Telephone Number:_____________________
2. Names and Addresses:________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(a) Address for Notices and Billing:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Home Telephone Number:___________________________________________
Office Telephone Number:_________________________________________
(b) Tenant, or if Corporation or Partnership, principal officer or
partner:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Home Telephone Number:___________________________________________
Office Telephone Number:_________________________________________
(c) Person to call in case of emergency:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Home Telephone Number:___________________________________________
Office Telephone Number:_________________________________________
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Exhibit - 10.19
(d) Guarantor:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Home Telephone Number:___________________________________________
Office Telephone Number:_________________________________________
(e) Registered Agent, if Tenant is a Corporation
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Home Telephone Number:___________________________________________
Office Telephone Number:_________________________________________
(f) Accountant for Tenant:
Name:____________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Home Telephone Number:___________________________________________
Office Telephone Number:_________________________________________
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Exhibit - 10.19
STANDARD OFFICE LEASE
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THIS STANDARD OFFICE LEASE (the "Lease") is made 29th of
October, 1999,between TYCON TOWER I INVESTMENT LIMITED PARTNERSHIP,
a Virginia limited partnership ("Landlord") and INFOCALL
COMMUNICATIONS CORP., a corporation authorized to do business in
the Commonwealth of Virginia ("Tenant").
WITNESSETH, that for and in consideration of the rent
hereinafter reserved ad of the mutual covenants and agreements
hereinafter set forth, Landlord and Tenant mutually agree as
follows:
DEFINITIONS
For purposes of this Lease, the Exhibits attached and made a
part hereof and all agreements supplemental to this Lease, the
following terms shall have the respective meanings as set forth in
the following Section, subsection, paragraph and Exhibit
references:
Reference
Additional Rent..................................... 3(c)
Alterations......................................... 11(a)
Base Rent........................................... 3(a)
Base Year........................................... 4(a)
Building............................................ 1
Estoppel Certificate................................ 6(d)
Event of Default.................................... 19(a)
Force Majeure Event................................. 44
Hazardous Materials................................. 46
Insurance Premiums.................................. 4(b)
Land................................................ 1
Lease Commencement Date............................. 2(c)
Lease Expiration Date............................... 2(a)
Leasehold Improvements.............................. 5
Monthly Base Rent................................... 3(a)
Mortgages........................................... 20(a)
Operating Expenses.................................. 4(b)
Parking Facilities.................................. Ex. E
Plan................................................ 5
Premises............................................ 1
Property............................................ 1
Proportionate Share................................. 4(d)
Real Estate Taxes................................... 4(d)
Rules and Regulations............................... Ex. C
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Exhibit - 10.19
Security Deposit.................................... 27
Square Footage Calculations......................... 4(f)
Taxes............................................... 4(b)
Term................................................ 2(a)
Transfer............................................ 8(a)
Utility Costs....................................... 4(b)
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Exhibit - 10.19
1. PREMISES. Landlord leases to Tenant, and Tenant
leases from Landlord, for the Term (as hereinafter defined) and
upon the covenants and conditions hereinafter set forth, the space
(the "Premises" described as follows: Xxxxx 000, consisting of
1,711 rentable square feet as shown on a floor plan attached hereto
and incorporated herein by reference as Exhibit A, on the sixth
floor in the office building located at 0000 Xxxxxx Xxxxxxxx Xxxxx,
Xxxxxx, Xxxxxxxx, known as the Tycon Tower I Building (the
"Building") located on a subdivided parcel of Land (the "Land").
The Premises, the Building, the Land, and the adjacent parking
facilities are hereinafter sometimes referred to collectively as
the "Property". Any premises Situated on the ground floor of the
Building do not include the basement space below such premises and
any premises Situated on the top floor of the Building do not
include the roof of the Building.
2. TERM
(a) Duration. The Term of this Lease (the "Term")
shall be twelve (12) months. The Term shall commence on the Lease
Commencement Date (as hereinafter defined) and shall terminate at
12:00 Midnight on the last day of the twelfth (12"') full calendar
month following the Lease Commencement Date (the "Lease Expiration
Date") or on such earlier date when said Term may be terminated
pursuant to any of the conditions or covenants of this Lease or
pursuant to law.
(b) Partial Month Occupancy . If the Lease
Commencement Date occurs on a date other than the first day of a
calendar month, the Term shall commence on such date and shall
continue for the balance of such month and for a period of twelve
(12) full calendar months thereafter. In such event, rent shall be
pro-rated for such fractional period of any partial month Tenant
occupies the Premises.
(c) Lease Commencement Date. The term "Lease
Commencement Date" means the later of (i) November 1, 1999, or (ii)
the date Landlord's representative certifies that the Premises are
substantially completed. [strike-out of text in document].
(d) Early Possession. If the Premises are
Substantially completed before November 1, 1999, Tenant may move
into the Premises at that time and shall be subject to all the
terms and conditions of this Lease except that Tenant shall not be
required to pay rent until November 1, 1999, and the Lease
Commencement Date would be November 1, 1999.
(e) Rule Against Perpetuities. If the rule against
perpetuities would invalidate this Lease or any portion hereof, or
would limit the time during which this Lease shall be effective,
due to the potential failure of an interest in property created
herein to vest within a particular time, then notwithstanding
anything to the contrary herein, each such interest in property
must vest, if at all, before the passing of twenty-one (21) years
from the date of this Lease, or this Lease shall become null and
void upon the expiration of such twenty-one (21) year period and
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Exhibit - 10.19
the parties shall have no further liability hereunder.
3. RENT.
(a) Base Rent. During the Term of this Lease,
commencing on the date Landlord tenders possession of the
Premises to Tenant, Tenant shall pay to Landlord for the Premises,
without' notice or demand and without deduction, setoff or
abatement, a minimum guaranteed annual base rent ("Base Rent") of
the sum of Fifty-Five Thousand Six Hundred Seven and 50/100 Dollars
($55,607.50), payable in equal monthly installments ("Monthly Base
Rent") in advance and subject to adjustment as set forth in
subsection (b) of this Section 3. Tenant shall pay all rent to
Landlord at Landlord's office, or to such other party or at such
other address as Landlord may designate from time to time by
written notice to Tenant. Tenant shall pay the rent on the first
day of each and every calendar month during, the Term hereof,
provided, however, that the Monthly Base Rent for the first month
of the Term shall be due and payable at the time Tenant executes
this Lease.
(b) Rental Increase. If the Term is extended or
renewed, the Monthly Base Rent shall be increased on the
anniversary of the Lease Commencement Date of each year during the
Term hereof, beginning in 2000, by three percent (3%) of the
Monthly Base Rent for the month immediately preceding.
(c) Additional Rent. Tenant shall pay as additional
rent ("Additional Rent") the amount of any payments, charges or
other amounts which Tenant is obligated to pay to Landlord under
any of the provisions of this Lease, other than Base Rent.
(d) Late Fees. Tenant shall pay to Landlord a late fee
equal to three percent (3%) of the Monthly Base Rent if Landlord
does not receive any such payment within seven (7) days of its due
date. In addition, any such delinquent payment shall bear interest
at the rate of eighteen percent (18%) per annum, provided, however,
that nothing herein contained shall be construed or implemented in
such a manner as to allow Landlord to charge or receive interest in
excess of the maximum rate then allowed by law. All such late fees
and interest claims shall be Additional Rent due hereunder and
shall be payable with the next installment of Monthly Base Rent.
(e) Square Footage Calculations. For the purposes of
this Lease, the number of square feet of rentable area contained in
the Premises is hereby deemed the equivalent of 1,711 rentable
square feet (including a factor for common areas contained in the
Building). Said square footage has been calculated in accordance
with the WDCAR Standard Method of Measurement (Revised 1989).
4. OPERATING EXPENSES AND REAL ESTATE TAXES
(a) Payments. If the Term is extended or renewed,
Tenant shall pay, as Additional Rent, its proportionate share of
any Operating Expenses (as hereinafter defined), in excess of the
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Exhibit - 10.19
Operating Expenses for the calendar year 1999 (the "Base Year").
Tenant shall pay the increased in Operating Expenses as follows:
(i) Commencing on June 1, 2000, and on January 1st
of each calendar year thereafter, Tenant shall pay to Landlord, on
the first day of each calendar month, an amount equal to one-
twelfth (1/12) of Tenant's proportionate share of Landlord's
reasonable estimate (as adjusted annually) of the amount that the
Operating Expenses for the then current calendar year (or partial
year in the event of 2000) exceeds the actual amount of such costs
for the Base Year. Landlord's reasonable estimate of such increase
for any calendar year shall not exceed fifteen percent (15%) of the
Operating Expenses for the immediately preceding calendar year.
(ii) Within one hundred twenty (120) days
following the end of each calendar year, including the initial
calendar year of the Lease, or as promptly thereafter as is
reasonably feasible, Landlord shall furnish to Tenant a statement
covering such year, certified as correct by an authorized
representative of Landlord, showing the total Operating Expenses,
the amount of Tenant's proportionate share of the same, and the
payments Tenant made during such year. If Tenant's proportionate
share of Operating Expenses exceeds Tenant's payments so Made,
Tenant shall pay Landlord the deficiency ,within ten (10) days
after Tenant's receipt of such statement. If Tenant's payments
exceed Tenant's proportionate share, Tenant may offset the excess
against Additional Rent payments next due Landlord hereunder, or,
if this Lease has expired and Tenant has returned the Premises to
Landlord and has made all payments called for in this Lease,
Landlord shall refund the excess to Tenant.
(b) Included in Operating Expenses. The term
"Operating Expenses" as used in this Lease means all expenses,
costs, and disbursements of every kind and nature which Landlord
pays or becomes obligated to pay in connection with the ownership,
maintenance, and/or operation of the Property. By way of example,
but without limitation, Operating Expenses include the costs of
wages, salaries, bonuses, fringe benefits (including pension
payments) and uniforms (including cleaning costs) for all employees
engaged in the operation, maintenance or repair of the Property;
Taxes (as hereinafter defined); Utility Costs (as hereinafter
defined); Insurance Premiums (as hereinafter defined); repairs,
security, maintenance, painting, and cleaning of the Property and
supplies necessary therefor; cleaning of windows and exterior
curtain walls; snow removal, and other service contracts; general
overhead, administrative expenses and management fees (including an
amount equal to the fair market value of any onsite manager's
office); legal, accounting, and other professional fees and
disbursements incurred in operating and managing the Property;
decorations; exterior and interior landscaping; and any other
costs, charges and expenses which, under generally accepted
accounting and management principles, are regarded as maintenance
and operating expenses. The term "Taxes" means utility taxes,
social Security, unemployment and other payroll taxes and license
fees, and any Real Estate Taxes. The term "Real Estate Taxes" means
all general or special real estate, ad valorem, or metropolitan
district taxes and other taxes (whether regular or special),
levies, benefit charges and any other liens, impositions or charges
levied against the Property by any governmental or quasi-
governmental authority, or any taxes or assessments which may be
levied on the Property in lieu of or in addition to Such taxes, or
levied on the rentals from the Property, or levied on Landlord as
a result of the use, ownership or operation of the Property.
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Exhibit - 10.19
The term "Insurance Premiums" means premiums paid to keep in force
fire, casualty, hazard, liability, plate glass, rental
interruption, worker's compensation or other insurance upon any or
all of the Property. The term "Utility Costs" means the Landlord's
costs for electricity (except as may be directly billed to tenants
of the Building), water, sewerage, gas, and other fuel and
utilities.
(c) Excluded from Operating Expenses. Operating
Expenses do not include any of the following: expenses for capital
improvements made to the Property except those "expenses (which
shall be amortized on a straight-line basis over the useful life of
each such item) which are incurred in order to decrease the overall
Operating Expenses for the Property or are included for the general
operation or maintenance of the Property; expenses for painting,
redecorating, or other work which Landlord performs for any tenant
of the Building; [strike-out of text in document]; interest,
amortization, or other payments on loans to Land lord, or any costs
connected with refinancing of such loans; charges for depreciation
of the Building or other improvements; ground rent payments; real
estate brokerage fees and commissions; space planning fees and
commissions; advertising and marketing costs; Landlord's estate,
trust, gift or income taxes; and any Operating Expenses which are
paid by any tenant directly to the provider of the service or for
which Landlord is reimbursed directly by a tenant.
(d) Proportionate Share. The term "proportionate
share" as used in this Lease means that fraction having, as a
numerator the number of square feet of rentable area contained in
the Premises, and as a denominator 403,684 square feet. Tenant's
proportionate share figure are Subject to adjustment throughout the
Term as the figures used in calculating proportionate share change
due to expansion or reduction of the Premises or changes in the
size or layout of the Building.
(e) Adjustment for Partial Occupancy. If less than
95% of the rentable area contained in the Building is occupied
during any year, adjustments shall be made in computing Operating
Expenses so that the Operating Expenses for such year will be
computed as though 95% of the rentable area in the Building were so
Occupied. Only those component expenses affected by variation in
occupancy levels shall be grossed up.
5. PREPARATION OF PREMISES FOR TENANT'S OCCUPANCY. Tenant
shall accept the Premises in "AS IS", "WHERE IS" condition, with
all faults. Landlord shall not be obligated to perform any
leasehold improvements (the "Leasehold Improvements") in or to the
Premises. Any Leasehold Improvements Tenant requires to the
Premises shall be made at Tenant's sole expense and in accordance
with Section 11 of this Lease.
6. ESTOPPEL CERTIFICATE. Promptly after Landlord tenders
to Tenant possession of the Premises, Landlord and Tenant shall
execute an Estoppel Certificate in the form attached hereto as
Exhibit B, which certificate shall set forth the actual Lease
Commencement Date.
7. USE OF PREMISES. Tenant shall continuously throughout
the Term use and occupy the Premises solely for general office use
consistent with the character of a first-class office building in
the Washington, D.C. Metropolitan area. Tenant shall not use the
Premises or any other portion of the Property for any unlawful
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Exhibit - 10.19
purpose. Tenant, at Tenant's expense, shall comply at all times
during the Term with all present and future laws, ordinances,
regulations, and orders of the United States of America,
Commonwealth of Virginia, County of Fairfax and any other public or
quasi-public authority having jurisdiction over the Premises,
including, without limitation, all applicable federal, state and
local laws, regulations or ordinances pertaining to air and water
quality, and Hazardous Materials (as hereinafter defined), waste
disposal, air emissions and other environmental
matters all zoning and other land use matters and utility
availability. As to access to the Premises and the Property,
Landlord shall [illegible] during the Term with all present and
future laws, ordinances, regulations, and orders of said
authorities concerning persons with disabilities.
8. ASSIGNMENT AND SUBLETTING.
(a) Restriction on Assignment and Subletting. Tenant
acknowledges that Landlord has entered into this Lease because of
Tenant's financial strength, goodwill, ability and expertise and
that, accordingly, this Lease is personal to Tenant. Tenant agrees
for itself and for its successors and assigns in interest hereunder
that it shall not assign, transfer, mortgage, or otherwise encumber
all or any part of this Lease, or sublet, rent, or permit occupancy
or use of all or any part of the Premises (each of which is
referred to for purposes of this Section as a "Transfer"), without
obtaining Landlord's prior written consent, which consent shall not
be unreasonably withheld. In addition, no Transfer of this Lease or
the right of occupancy hereunder may be affected by operation of
Law, including, but not limited to, sale of a majority of
outstanding stock in Tenant or a majority' partnership interest in
Tenant, as the case may be, or in any manner other than with
Landlord's prior written consent, which consent shall not be
unreasonably withheld. No Transfer, regardless of Neither
Landlord's consent has been granted or withheld, shall be desired
to release Tenant from any of its obligations hereunder. If any
Transfer occurs, Tenant shall remain fully and primarily liable to
perform all the terms, covenants and conditions of this Lease,
including, without limitation, the covenant of Tenant to pay Base
Rent and Additional Rent to Landlord. Before the commencement date
of the sublease or assignment following any Transfer, Tenant shall
provide Landlord with a duplicate original sublease, duly executed
by Tenant and the Subtenant, or instrument of assignment duly
executed by Tenant and the assignee in which such assignee shall
agree to assume, observe, perform, and to be personally bound by,
all of Tenant's obligations under this Lease and Tenant shall agree
therein to remain primarily and fully liable for such obligations.
Any consent granted shall not be construed to relieve Tenant from
the obligation to obtain Landlord's written consent to any further
Transfer. If Landlord consents to a Transfer and accepts the
payment of rent or the performance and observance of any of the
terms and conditions of this Lease from any Transferee such
acceptance shall not be construed as waiving or releasing Tenant
from liability hereunder to pay rent or to perform and observe any
of the terms and conditions of this Lease. Any person to whom any
Transfer is attempted without Landlord's prior written consent
shall have no claim, right or remedy whatsoever against Landlord,
and Landlord shall have no duty to recognize any person or entity
claiming under or through the same.
(b) Notice Requirements. If Tenant desires to assign or
sublet all or a portion of the Premises, Tenant shall request, in
writing, at least sixty (60) days before the intended effective
(late of the proposed assignment or subletting, Landlord's consent,
which request shall include the name, address and a current
financial statement of the proposed subtenant or assignee, and a
copy of the proposed assignment or Sublease, specifying, among
other items, the proposed use, the Term and the rent. In such
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Exhibit - 10.19
event, Landlord shall have the option to (i) sublet such portion of
the Premises from Landlord for the term of the proposed assignment
or sublease at the Monthly Base Rent set forth herein, or (ii)
terminate this Lease for the affected portion of the Premises, as
of the effective date of the proposed sublease or assignment.
Within sixty (60) (days after receipt of said notice, together with
all of the required information, Landlord shall give written notice
to Tenant, stating whether Landlord approves or disapproves the
proposed assignment or sublease, or whether Landlord shall exercise
its option to sublet or terminate as set forth above.
(c) Tenant Default. If Tenant defaults hereunder, Tenant
hereby assigns to Landlord the rent due from Tenant's Transferee
and authorizes each such Transferee to pay said rent directly to
Landlord.
(d) Termination of Rights. Upon any Transfer of this
Lease, all option rights, renewal or extension rights, rights of
refusal and expansion rights shall terminate and be of no further
force or effect. Further, Tenant shall not have the right to
exercise any such options or rights unless Tenant occupies the
Premises and is not in default hereunder at the time of exercise.
9. MAINTENANCE BY TENANT. Tenant shall, at its sole
cost and expense, maintain the Premises (including interior
surfaces of walls, ceilings, floors, doors, and interior glass
partitions) and fixtures and equipment therein in safe and sanitary
condition and in good order and repair, cause no waste or injury
thereto, and will, at the expiration or other termination of this
Lease, Surrender the Premises to Landlord, broom clean, in the same
order and condition that the Premises were in on the Lease
Commencement Date, ordinary wear and tear excepted. Maintenance and
repair of all equipment and/or fixtures within or for the exclusive
benefit of the Premises, including, but not limited to, kitchen
fixtures, special air conditioning equipment, bathroom fixtures,
computers, or any other type of equipment or improvements, together
with related plumbing, electrical, or other utility services,
whether installed by Tenant or by Landlord on Tenant's behalf,
shall be Tenant's sole responsibility, and Landlord shall have no
obligation in connection therewith.
10. HOURS OF OPERATION AND SERVICE
(a) Ordinary Services. The regularly scheduled hours
of operation for the Building shall be 8:00 a.m. to 7:00 p.m.,
Monday through Friday, and 8:00 a.m. to 1:00 p.m., Saturday
(excepting the following holidays: New Year's Day, Washington's
Birthday, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day and Christmas Day, and such other holidays as are
observed by the federal government) (the "Building Standard
Hours"). Landlord shall furnish heat or air conditioning (during
those respective seasons of the year in which they are necessary)
to or for the benefit of the Premises during the Building Standard
Hours as, in Landlord's reasonable judgement, is required for the
comfortable use and occupancy of the Premises, provided that Tenant
complies with the recommendations of Landlord's engineer for the
use and occupancy of the Premises. Landlord shall furnish
reasonably adequate electric current; water for normal drinking,
lavatory and cleaning purposes; necessary lavatory and cleaning
supplies; automatically operated elevator service; and normal and
usual cleaning and janitorial service after 6 p.m., Monday through
Friday (except for the holidays listed above). Such utilities and
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Exhibit - 10.19
services shall be furnished at Landlord's expense subject to the
operation and effect of Section 4 above. Landlord and its agents
shall not be liable to Tenant for a failure to furnish or for
suspension, interruption or delay in furnishing any or all of such
utilities or services, whether caused by breakdown, removal from
service for maintenance or repair work, a Force Majeure Event, or
any other cause or reason whatsoever. Any such failure or
inability to furnish the utilities or services required hereunder
shall not be construed as an eviction, actual or constructive, of
Tenant from the Premises and shall not entitle Tenant to terminate
this Lease or to an abatement of any rent payment hereunder.
(b) Extra Services. Landlord is not obligated to
provide to or for the benefit of the Premises any of the services
referred to in Subsection (a) above other than during the Building
Standard Hours and on the days referred to therein. If Tenant
desires air conditioning or heat and/or other utilities or services
beyond the Building Standard Hours and days as set forth above, and
if a written request is made to the building manager not less than
twenty-four (24) hours in advance of the requirement, Landlord shall
make reasonable efforts to furnish such additional air conditioning
or heat and/or other utilities or services to Tenant, and Tenant
shall pay to Landlord as Additional Rent the additional costs of such
services in an amount equal to Twenty-Five Dollars ($25.00) per hour
for each one-half (1/2) floor of the Premises using such additional
services on an overtime basis, within ten (10) days of receipt of a
xxxx for such costs. If Tenant shall have failed to pay a previous'
xxxx for such costs, or shall be in default of any other material
provision contained in this Lease, Landlord may refuse to provide the
requested extra service(s).
11. TENANT ALTERATIONS, INSTALLATION OF FIXTURES.
(a) Restrictions on Alterations. Tenant shall not
make or permit anyone to make any alterations (including paint,
wall covering or carpeting), additions, Substitutions, changes, or
improvements structural or otherwise, or to install any fixtures
(hereinafter collectively referred to as "Alterations"), in or to
the Premises or the Building without Landlord's prior written
consent. Before commencing work on any Alterations, Tenant shall
obtain Landlord's prior written approval of (x) the contractor(s)
and subcontractor(s) selected to perform such work, and (y)
comprehensive plans and specifications showing all the proposed
Alterations, including detailed descriptions of the effect of the
proposed Alterations on the mechanical and electrical systems of
the Building. Landlord shall have the right to stop work on any
Alterations if Landlord or its designated agent determines that the
work is not being done (i) in a good and workmanlike manner, (ii)
in compliance with all applicable laws, regulations and other
requirements of governmental authorities, (iii) in accordance with
the plans and specifications provided to Landlord, (iv) using new
materials and installations, at least equal in quality to the
original Building materials, free from any defects or deficiencies,
(v) in a way that avoids interfering with, or disturbing the quiet
enjoyment of the other tenants, and (vi) with due diligence. In
such event, Tenant shall promptly correct the problem(s) which gave
rise to the work stoppage. If Tenant fails to make the necessary
corrections within a time period determined by Landlord to be
reasonable, then Landlord may, at its sole option, correct the
problem(s), and complete the Alterations, and Tenant shall be
liable for the costs Of Such action as Additional Rent. Tenant
shall pay to Landlord or its designated agent reasonable inspection
and engineering fees and allow Landlord or its designated agent to
inspect the work from time to time during the period of
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Exhibit - 10.19
construction of all Alterations. In addition, Tenant shall furnish
"as built" plans and specifications for all Alterations within a
reasonable period of time after completion of the Alternations, and
pay to Landlord or its designated agent a reasonable fee for
updating the master reproducible Building blueprint to show the
Alterations.
(b) Conditions on Alterations. Before commencing construction
of any Alterations consented to by Landlord, Tenant shall agree to
obtain and deliver to Landlord written and unconditional waivers of
mechanic's and materialman's liens upon the Property for all work,
labor, and services to be performed, and materials to be furnished
for such work, signed by all contractors, subcontractors,
materialmen, and laborers to become involved in such work. If,
notwithstanding the foregoing, any mechanic's or materialman's lien
is filed against the Property for work claimed to have been done
for, or materials claimed to have been furnished to Tenant, Tenant
shall discharge such lien within ten (10) days thereafter, at
Tenant's sole expense, by paying the amount of the lien or by
filing a bond equal to 110% of the amount of the disputed claim
with companies satisfactory to Landlord and as required by law. If
Tenant elects to post a bond, it shall contest the validity of the
lien diligently and in good faith. If Tenant fails to discharge any
such mechanic's or materialman's lien, Landlord may, at its option,
discharge the same and treat the cost thereof and any legal
expenses incurred in connection therewith, as Additional Rent
payable with the next due installment of Monthly Base Rent; it
being hereby expressly covenanted and agreed that such discharge by
Landlord shall not be deemed to waive or release the default of
Tenant in not discharging the same. The parties acknowledge and
agree that any such Alterations shall be constructed on Tenant's
behalf and at Tenant's sole expense, and Landlord's consent to such
Alterations shall not be deemed Landlord's agreement to subject
Landlord's interest in the Property to any mechanic's or
materialman's liens which may be filed in respect of any such
Alterations.
(c) Tenant's Indemnification. Tenant shall indemnify
and hold Landlord harmless from and against any and all expenses,
liens, claims, or damages to any person or property which may or
might arise directly or indirectly by reason of making any such
Alterations.
1.
(d) Ownership of Alterations. Any and all Alterations
to, and all other property (including wall-to-wall carpet and wall
covering), in, or upon, the Premises shall, unless Landlord elects
otherwise, become immediately on completion of their installation
Landlord's property without payment therefor by Landlord and shall
remain upon the Premises and be surrendered with the Premises at
the expiration or termination of this Lease (including any renewal
or extension period). If Landlord elects that Alterations made by
Tenant be removed upon the expiration or termination of this Lease,
Tenant shall cause the same to be removed at Tenant's sole expense,
and shall restore the Premises to its original improved condition,
ordinary wear and tear excepted, on or before the date this Lease
expires or is terminated. If Tenant fails to remove the same or
restore the Premises, Landlord may cause the Alterations to be
removed and/or to restore the Premises at Tenant's expense, and
Tenant shall pay to Landlord the Cost Of Such removal and/or
restoration together with an), and all damages which Landlord may
suffer and sustain because of Tenant's failure to remove the
Alterations and/or restore the Premises as herein provided.
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Exhibit - 10.19
(e) Ownership of Non-Fixtures. If Tenant is not in
default in performing any of its obligations under this Lease,
Tenant may remove, before the Term of this Lease expires or is
terminated, all movable equipment, furniture or furnishings which
are not affixed to the Premises or the Building and which were
placed in the Premises at Tenant's expense, If Tenant fails to
remove such property before this Lease expires or is terminated,
unless the parties reach prior agreement to the contrary, the same
shall become Landlord's property and shall be surrendered with the
Premises as a part thereof, or, at Landlord's option, Landlord may
cause the same to be removed and Tenant shall pay to Landlord the
cost of such removal together with any and all damages that
Landlord suffers and sustains because of Tenant's failure to comply
with such obligation.
12. ADVERTISING.
(a) Restriction on Advertising. Except as otherwise
herein provided, Tenant shall not inscribe, paint or affix any
sign, advertisement, display or notice to any part of the Property,
except on the Building's directories and doors of Tenant's offices,
and then only in such size, color and style as Landlord reasonably
approves. Landlord shall have the right to prohibit any
advertisement, or display of items by Tenant, wherever appearing,
which in Landlord's reasonable opinion tends to impair the
reputation of the Building or its desirability as a first class
executive office building. Upon written notice from Landlord,
Tenant shall immediately refrain from and discontinue such
advertisement. If Tenant violates the terms of this Section,
Landlord may remove any sign, advertisement, display or notice and
may charge Tenant as Additional Rent for any costs Landlord incurs
in connection with such removal.
(b) Building Directory. Landlord shall display in the
main lobby of the Building, a building, directory listing Tenant.
The directory shall be maintained and updated throughout the Term
of this Lease. After the initial listing, Tenant shall pay Landlord
as Additional Rent Landlord's cost of updating the directory on
behalf of Tenant.
13. INSPECTIONS, ENTRY. Tenant shall permit Landlord, its
agents or employees, to enter the Premises at all reasonable times
to (a) examine, inspect or protect the Premises; (b) prevent damage
to the Premises and/or to any other portion of the Building; (c)
make such alterations, additions, improvements and repairs to the
Building as Landlord deems necessary or desirable, or to the
Premises as may be required by any governmental agency; or (d)
exhibit the Premises to prospective tenants during the last six (6)
months of the Term of this Lease, or any renewal or extension
period, or to prospective purchasers of the Building, or any
portion thereof, at any time. None of the above shall be construed
as an actual or constructive eviction, of Tenant. The rent reserved
shall not xxxxx while such alterations, additions, improvements or
repairs are being made, or because of such entries or inspections.
Landlord shall use reasonable efforts to minimize disruption to
Tenant's business because of such activities, and unless doing so
is impractical or unreasonable because of an emergency, shall give
Tenant prior notice of its intention to enter the Premises.
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Exhibit - 10.19
14. INSURANCE.
(a) Increase in Risk. Tenant shall not conduct or permit to
be conducted any activity nor shall Tenant place any equipment in
or about the Premises or the Property which will, in any way,
increase the rate of, or cause the cancellation of, any policy of
insurance of any kind covering any or all of the Property or any
liability of Landlord in connection therewith. If any insurance
company or the applicable insurance rating bureau states that any
increase in the rate of insurance is due to any activity or
equipment of Tenant in or about the Premises or the Property, such
statements shall be conclusive evidence that the increase in such
rate is due to such activity or equipment, and, as a result
thereof, Tenant shall be liable for such increase and shall
reimburse Landlord therefor upon demand. Any such sum due Landlord
shall be Additional Rent payable hereunder. If any activity,
equipment or improvement done, installed or constructed by Tenant
in or to the Premises shall violate any requirements of Landlord's
insurer(s), Tenant shall take prompt action to comply with such
regulation at Tenant's sole expense.
(b) Insurance to be Maintained by Tenant. Tenant
shall maintain at its sole expense throughout the Term the
following:
(i) Commercial general liability insurance with a
minimum combined single Iii-nit of at least $1,000,000 per
occurrence, including bodily injury and property damage occurring
within the Premises or arising out of the use thereof by Tenant or
its agents, employees, officers or invitees, visitors and guests.
If this insurance applies to more than one location of the insured,
then a per location endorsement must be attached to the policy;
(ii) All Risk Property Coverage or its equivalent
form for the full replacement value of tenant's personal property;
(iii) Business income insurance. Business income
is defined as (a) net income, net profit or loss before income
taxes that would have been earned or incurred; and (b) Continuing
normal operating expenses, including payroll, incurred;
(iv) Worker's Compensation insurance to the fullest
extent required under the laws of Virginia; and Employer's
Liability insurance with a single limit of at least S500,000 for
each accident, at least $500,000 disease-policy limit, and at least
$500,000 disease limit for each employee; and
(v) Excess Liability insurance in an amount of not
less than S5,000,000,
(c) Insurance Requirements. Said insurance shall be
underwritten by a company or companies licensed to do business in
the Commonwealth of Virginia and rated not lower than "Class A-VIP,
as rated in the most recent edition of the Xxxxxx X. Best Company,
Inc.'s Key Rating Guide for insurance companies, and shall be in
minimum amounts as set forth in Section 14(b) of this Lease. Such
liability insurance policy shall name Landlord and Landlord's
designated management agency (and, at Landlord's request, any
holder of a Deed of Trust or Mortgage) as additional insureds, as
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Exhibit - 10.19
their interests may appear, and shall contain an endorsement that
said insurance shall remain in full force and effect
notwithstanding that the insured has waived its right of action
against any party before the occurrence of a loss. A current
Certificate of Insurance from such insurer shall be delivered to
Landlord's agent not less than thirty'(30) days before the Lease
Commencement Date and renewals thereof shall be delivered to
Landlord's agent not less than thirty (30) days before the
expiration of any such policy. Each policy shall contain an
endorsement prohibiting its cancellation before the expiration of
thirty (30) days after written notice to Landlord of such proposed
cancellation and shall include an endorsement stating that said
insurance shall remain in full force and effect notwithstanding the
fact that the insurer has waived its right of subrogation before
the occurrence of a loss.
(d) Mutual Waiver of Subrogation. Whenever (1) any
loss, cost, damage, or expense resulting from fire, explosion or
any other casualty or occurrence is incurred by either of the
parties to this Lease, or anyone claiming, by, through, or under it
in connection with the Premises, and (2) such party is then covered
in whole or in part by insurance with respect to such loss, cost,
damage, or expense or is required under this Lease to be so
insured, then the party so insured (or so required) hereby releases
the other party from any liability said other party may have
because of such loss, cost, damage or expense to the extent of any
amount recovered because of such insurance (or which could have
been recovered had such insurance been carried as so required) and
waives any right of subrogation which might otherwise exist in or
accrue to any person On account thereof
15. DAMAGE TO PREMISES. All damage to the Premises,
including but not limited to damage to carpeting, wall finishes,
and other Leasehold Improvement, or to the common areas, in any way
caused by Tenant or its agents, employees, contractors, visitors,
guests and invitees, shall be repaired at Tenant's expense. If any
such damage occurs, Landlord shall make such repairs as are
necessary, and Tenant shall pay any charge, costs or damages
Landlord so incurs. Such charges, costs or damages shall be
Additional Rent, payable with the next due installment of Monthly
Base Rent. This provision shall be construed as an additional
remedy granted to Landlord, not to limit any of Landlord's other
rights and remedies.
16. LIABILITY OF LANDLORD.
(a) Tenant's Property and Person. All Tenant's property
contained in the Premises shall be and remain there at
Tenant's sole risk. Landlord, its agents and employees shall not be
liable under any circumstances for any accident or damage to
Tenant's property. Landlord, its agents and employees shall not be
liable under any circumstances for any interruption or loss of
Tenant's business. Landlord, its agents and employees shall not be
liable for any personal injury to Tenant arising from the use,
occupancy and/or condition of the Premises. For the purpose of this
Section, the term "Tenant" includes Tenant, its agents, employees,
contractors, visitors, guests and invitees.
(b) Indemnification of Landlord. Tenant shall
indemnify and hold Landlord and its agents and employees harmless
from and against all loss, damage, liability, cost or expense
(including attorneys fees) incurred, Suffered, or claimed against
Landlord, directly or indirectly, by any person or entity or by
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Exhibit - 10.19
reason of injury, loss, or damage to any person, property or
business based on, arising out of, or resulting from any default
hereunder by Tenant, or from Tenant's wilful misconduct, negligence
or unlawful use of the Premises or the Property or anything
therein, including water, steam, electricity, or other facilities
or equipment. Landlord, its agents and employees assume no
liability or responsibility whatsoever for the conduct or
operation (if the business, Tenant conducts in the Premises, and
they shall not be liable for any accident or injury to any person
or property that the conduct or operation of Tenant's business
causes. Tenant shall indemnify and hold harmless Landlord, its
agents and employees, against all such claims.
(c) Non Recourse Liability. Tenant agrees that if
Tenant is awarded a money judgment against Landlord, Tenant's sole
recourse for satisfaction of such judgment shall be limited to
execution against Landlord's estate and interest in the Property;
in no event shall any other assets of Landlord, or of any partner
of Landlord or any other person or entity be available to satisfy,
or be subject to, such judgment, nor shall any partner of Landlord
or any other person or entity be held to have any personal
liability for satisfaction of any claims or judgments that Tenant
may have against Landlord and/or any partner of in such partner's
capacity as a partner of Landlord.
17. CASUALTY.
(a) Partial Destruction. If the Premises are
partially destroyed due to fire or other casualty during the Term
of this Lease, Landlord shall diligently proceed to repair and
restore the Premises Substantially to their condition before Such
casualty, taking into account the time Landlord requires to effect
a settlement with its insurance company, and to procure any
insurance proceeds. However, Landlord shall not be obligated to
repair, restore or replace any fixtures, improvements, furniture or
other property Tenant owns or installs. If the restoration of the
Premises is not substantially completed within one hundred and
fifty (150) days of the date of the casualty, Tenant may terminate
this Lease by giving Landlord thirty (30) days notice thereof
unless within such thirty (30) day notice period Landlord
substantially completes restoring the Premises in which event
Tenant's notice shall become ineffective and void. During the
period that Tenant is deprived of the use of the damaged portion of
the Premises, the rent for the remainder of the Premises shall be that
portion of the total rent which the area remaining that can be
Occupied bears to the total area of the Premises. Except as set
forth above, no compensation or claim or abatement of rent shall be
allowed or paid by Landlord because of inconvenience, annoyance or
injury to Tenant's business, arising from the repair of the
Premises or the Property.
(b) Substantial Destruction. If during the Term of
this Lease the Premises or the Building are so damaged by fire or
other casualty that either one is rendered substantially unfit for
occupancy, to be reasonably determined by Landlord, then Landlord
may elect to terminate this Lease as of the date Of Such casualty,
by giving written notice thereof to Tenant within sixty (60) days
after such date, in which case the rent and Additional Rent shall
be apportioned and paid to the date of said fire or other casualty.
If there is damage to or destruction of the Building that exceeds
twenty-five percent (25%) of the replacement value at the Building
or of the Land from any cause, whether or not the Premises are
damaged or destroyed, Landlord shall have the right to terminate
this Lease by written notice as set forth above.
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Exhibit - 10.19
(c) Damage to Tenant's Property. Tenant acknowledges
that Landlord shall not carry insurance of any kind on Tenant's
furniture and furnishings, or on any fixtures or equipment
removable by Tenant under the provisions of this Lease; and that
Landlord is not obligated to repair any damage thereto or to
replace the same. In addition, Landlord is not obligated to repair
any damage or injury to, or to replace, any Leasehold Improvements
or Alterations made or installed in the Premises.
18. CONDEMNATION.
(a) Substantial Condemnation. Tenant agrees that if
the entire or a substantial part of the Premises, or the use or
occupancy thereof, are taken or condemned, for public or quasi-
public use or purpose by any competent authority, or sold under the
threat of condemnation to any competent authority, this Lease will
terminate as of the date of any such taking and all rent payable
hereunder shall be apportioned as of that date. Tenant shall have
no claim against Landlord and shall have no claim or right to any
portion of any award, damages or other compensation made to
Landlord because of any such taking or condemnation, or sale under
the threat of such a taking. Tenant hereby assigns to Landlord all
of Tenant's rights, if any, to such awards, damages and
compensation therefor. Upon Such condemnation or taking." the Term
of this Lease shall terminate as of the date of such taking or
condemnation, and Tenant shall have no claim against Landlord for
the value of any unexpired Term of this Lease, Leasehold
Improvements, the loss of profits or good will, or severance
damages. Notwithstanding the foregoing, Tenant may pursue a
separate claim against the condemning authority, provided that any
award to Tenant does not diminish any award made to Landlord.
(b) Partial Condemnation. If less than a Substantial part of
the Premises is taken or condemned, the rent for the remainder of
the Premises shall be that portion of the total rent which the area
remaining that can be occupied bears to the total area of the
Premises, effective on the date when title vests in Such
governmental authority. The Lease shall otherwise remain in full
force and effect. For purposes hereof, a substantial part of the
Premises shall be considered to have been taken if more than one-
third (1/3) of the rentable area of the Premises is rendered
unusable as a result of such condemnation. Notwithstanding anything
to the contrary herein contained, if twenty-five percent (25%) or
more of the Building or of the Land is taken, condemned or sold
under the threat of such a taking, Landlord may, at its sole
option, terminate this Lease as of the date of the taking.
19. DEFAULT.
(a) Events of Default. Each of the following shall
constitute an "Event of Default" and breach of this Lease by
Tenant:
(i) If Tenant fails to pay on the due date the
Monthly Base Rent, Additional Rent or an), other monetary Sums
required to be paid hereunder, and Tenant fails to cure such
nonpayment within seven (7) days after receipt of written notice
from Landlord; or
(ii) If Tenant abandons or vacates the Premises; or
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Exhibit - 10.19
(iii) Tenant fails to take possession or the
Premises within thirty (30) days following the date Landlord
tenders possession of the Premises to Tenant; or
(iv) If Tenant fails to observe or perform any of
its obligations under the provisions of this Lease to be observed
or performed by Tenant (except a term, covenant or condition, the
observation or performance of which is otherwise dealt with in this
section 19(a)), and, such failure continues for a period of thirty
(30) days after written notice thereof by Landlord to Tenant;
provided, however, that if such default is nonmonetary and cannot
reasonably be Cured within thirty (30) day period, then the default
shall not be deemed to be uncured if Tenant commences to xxxx
within thirty (30) day period from Landlord's notice and continues
to prosecute diligently the completion of cure thereof within a
reasonable time not to exceed ninety (90) days; or
(v) If Tenant makes any general assignment or
general arrangement for the benefit of creditors; if there is filed
by or against Tenant a petition to have Tenant adjudged a bankrupt
or if a petition for reorganization or arrangement is filed under
any law relating to bankruptcy (unless, in the case of a petition
filed against Tenant, the same is dismissed within sixty (60)
days); if a trustee or receiver is appointed to take possession of
all or substantially all of Tenant's interest in this Lease, if all
or substantially all of Tenant's assets located at the Premises or
Tenant's interest in this Lease are attached, executed upon or
otherwise Subjected to other judicial seizure, where such seizure
is not discharged within thirty (30) days; or if Tenant is
generally not paying its debts as they become due; provided,
however, in no event shall this Lease be assigned or assignable by
operation of law or by voluntary or involuntary bankruptcy
proceedings or otherwise, and in no event shall this Lease or any
rights or privileges hereunder be an asset of Tenant under any
bankruptcy, insolvency, reorganization or other debtor relief
proceedings; or
(vi) If Tenant fails to pay the Monthly Base
Rent or any Additional Rent on the due date thereof more than
three (3) times during any calendar year (even if Tenant cures each
such failure within the time provided in Subsection (i) above); or
(vii) If a Transfer occurs in violation of any
provision contained in this Lease.
(b) Landlord's Rights and Remedies in Event of
Default. If an Event of Default occurs, Landlord may at any time
thereafter, in its sole discretion, without limiting Landlord's
exercise of any other right or remedy Landlord has under this
Lease, at law or in equity, because of such default or breach,
exercise the following, rights:
(i) Landlord may terminate this Lease and
Tenant's right of possession of the Premises upon written notice to
Tenant, effective on the date specified in such notice, and recover
(a) all damages to which Landlord is entitled under law, including,
without limitation, all rental concessions, repair and alteration
costs, brokerage commissions, legal fees and other expenses of
reletting the Premises; or (b) the total amount of Base Rent and
Additional Rent payable under this Lease from the date of
termination until the Lease Expiration Date. Upon such termination,
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Exhibit - 10.19
every obligation of the parties shall cease as of the date of
termination, except that Tenant shall remain liable to pay all rent
and other sums accrued up to the date of termination or recovery of
possession by Landlord, whichever is later, and to perform all
terms and obligations of this Lease which expressly survive
termination hereof. The notice of termination provided hereunder
shall operate as a notice to quit, and Tenant waives any other
notice to quit or notice of Landlord's intention to re-enter the
Premises; or
(ii) Without terminating this Lease and without
entering into possession of the Premises, Landlord may continue
this Lease in effect and to enforce all Landlord's rights and
Tenant's obligations hereunder, including filing suit to collect
Monthly Base Rent, Additional Rent, and all other Sums due
hereunder as they accrue (including attorneys' fees and other
damages). Acts of maintenance or preservation, efforts to relet the
Premises, or appointing a receiver upon Landlord's initiative to
protect its interest under this Lease shall not constitute a
termination of this Lease or Tenant's right to possession hereunder;
or
(iii) Without terminating this Lease, Landlord may
reenter and retake possession of the Premises and any and all
Leasehold Improvements from Tenant by summary proceedings or
otherwise, and remove, or cause to be removed, Tenant or any other
occupants from the Premises in such a manner as Landlord deemed is
appropriate, with or without legal process and using self-help, if
deemed appropriate by Landlord. The commencement and prosecution of
any action by Landlord in unlawful detainer, ejectment or
otherwise, or any execution of any judgment or decree obtained in
any action to recover possession of the Premises, or any other re-
entry and removal, shall not constitute a termination of this
Lease, and shall not be deemed to have absolved or discharged
Tenant from any of its obligations or liabilities for the
remainder of the Term, nor shall Landlord be liable for the
prosecution therefor, or be deemed guilty of any trespass. Tenant
shall, notwithstanding any such entry or re-entry, remain liable to
pay rent and perform the other covenants, conditions and agreements
by Tenant to be performed as set forth in this Lease. Thereafter,
Landlord shall have the right, and shall use reasonable efforts, to
relet the Premises for Tenant's account, in whole or in part, or
together with other space, for such Term or Terms (which may be
greater or less than or equal to the unexpired portion of the Term)
upon such provisions (including concessions) and for such rental as
Landlord in its sole discretion determines appropriate, and to
collect and receive said rental. Landlord shall not be liable for,
nor shall Tenant's obligations hereunder be diminished because of,
any failure of Landlord to relet the Premises or any failure of
Landlord to collect all rent due upon such reletting. If and when
the Premises are relet a sufficient sum is not realized from such
reletting, after paying all Landlord's expenses of reletting
(including, without limitation, rental concessions, brokerage
commissions, legal fees, repairs and alterations), to satisfy
Tenant's obligations to pay Monthly Base Rent and Additional Rent
hereunder, Tenant shall pay any deficiency to Landlord on demand.
Tenant shall have no right to any excess rent that Land lord
recovers because of such reletting. No notice from Landlord
hereunder or under a forcible entry and detainer statute or similar
law shall constitute an election by Landlord to terminate this
Lease unless Such notice specifically so states. Landlord reserves
the right following any such re- entry and/or reletting to
terminate this Lease by giving Tenant such written notice, in which
event this Lease will terminate as specified in said notice.
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Exhibit - 10.19
(iv) Landlord may, but shall not be obligated,
remove from the Premises all or any part of any personal property
located therein and to sell such property and apply the proceeds to
any damages Landlord incurs, or to place the same in storage at a
public warehouse at the expense and risk of the owner or owners
thereof, without liability therefor.
(v) Landlord may cure such Event of Default in
any other manner, in which event Tenant shall reimburse Landlord
for all expenses Landlord incurs in doing so, plus interest thereon
at rate of eighteen percent (18%) per annum, or the maximum rate
permitted by law, whichever is less, which expenses and interest
shall be Additional Rent payable by Tenant immediately upon
Landlord's demand.
(vi) In addition to the foregoing, Landlord may
recover from Tenant as damages any other amount necessary to
compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or
which in the ordinary course of events would be likely to result
there from, including without limitation, commissions, advertising
costs, costs of Leasehold Improvements, costs of making any
alterations or repairs in the Premises and reasonable attorneys'
fees, and, to the extent permitted by law, the value and/or cost of
all concessions to Tenant under this Lease (including without
limitation, rental abatements, allowances, and assumption of rental
obligations to third parties); and
(vii) Landlord may pursue any individual remedy
or any combination of the remedies set forth in this subsection (b).
(c) Legal Action. Landlord may, at its election, bring.,
a suit or suits to recover the amounts and damages set forth above,
and nothing herein shall be deemed to require Landlord to await the
date whereon this Lease or the Term hereof would have expired by
limitation had there been no such default by Tenant or no such
termination, as the case may be. Each right and remedy provided for
in this Lease is cumulative and in addition to every other right or
remedy provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise including, but not
limited to, suits for injunctive relief and specific performance.
The exercise or beginning of the exercise by Landlord of any one or
more of the rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise
shall not preclude Landlord's simultaneous or later exercise of any
and all other rights or remedies provided for in this Lease or now
or hereafter existing at law or in equity or by statute or
otherwise. Landlord may also recover from Tenant all costs Landlord
incurs in collecting any amounts or damages Tenant owes pursuant to
the provision of this Lease, including reasonable attorneys' fees
from the date any such matter is turned over to an attorney.
(d) Injunctive Relief. If Tenant breaches or threatens
to breach any of the covenants or provisions of this Lease,
Landlord shall have the right of injunctive relief and the right
to invoke any remedy allowed at law or in equity; and in such event
Landlord shall be entitled to recover from Tenant, payable as
Additional Rent hereunder, any and all reasonable expenses Landlord
incurs in its efforts to secure such injunctive relief or other
remedy at law or in equity, such as Court costs and attorneys'
fees.
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Exhibit - 10.19
(e) Independent Obligations. If Landlord commences any
proceeding for non- payment of rent, or any other payment of any
kind to which Landlord is entitled or which it may claim hereunder,
Tenant shall not interpose any counterclaim or set-off of whatever
nature or description in any such proceeding, the parties hereto
specifically agreeing that Tenant's covenants to pay rent or to
make any other payments required of it hereunder are independent of
all other covenants and agreements herein contained, provided,
however, that this shall not be construed as a waiver of Tenant's
right to assert such a claim in any separate action brought by
Tenant. Tenant further waives any right or defense which it may
have to claim a merger, and neither the commencement of any
action or proceeding, nor the settlement thereof, nor entering of
judgment therein, shall bar Landlord from bringing subsequent
actions or proceedings from time to time. Tenant expressly waives
any and all right of redemption granted by or under any present or
future laws if Tenant is evicted or dispossessed for any cause, or
if Landlord obtains possession of the Premises because Tenant
violates any of the covenants and conditions of this Lease, or
otherwise.
(f) Compromise or Settlement. If legal proceedings are
instituted hereunder, and a compromise or settlement thereof is
made, it shall not be constituted as a waiver of any subsequent
breach of any covenant, condition or agreement herein contained.
(g) Acceptance of Payment. No payment by Tenant or
receipt by Landlord of a lesser amount than the Monthly Base Rent
herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent then due, nor shall any endorsement or
statement on any check or any letter accompanying any check or
payment of rent be deemed an accord and satisfaction, and Landlord
may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or to pursue any other
remedy.
(h) Repudiation. If, before the commencement of the Term
of this Lease, Tenant notifies Landlord of, or otherwise
unequivocally demonstrates an intention to, repudiate this Lease,
Landlord may, at its option, consider such anticipatory repudiation
a breach of this Lease. In addition to any other remedies available
to it hereunder or at law or in equity, Landlord may retain all
rent paid upon execution of the Lease, and the Security deposit, if
any, to be applied to damages of Landlord incurred as a result of
such repudiation, including, without limitation, attorneys' fees,
brokerage fees, costs of re-letting and loss of rent. The parties
agree that for the purpose of calculating Landlord's damages, in a
building which has other available space at the time of Tenant's
breach, Landlord shall have no obligation to rent the Premises
before other space in the Building.
(i) Landlord's Lien. Landlord shall have a lien upon
Tenant's property in the Premises during the Lease Term for the
amount of any unpaid rent or other sum due from Tenant hereunder.
Landlord shall have the right and privilege, at its sole option and
discretion, to take possession of all Tenant's property in the
Premises, to store the same in the Premises, or to remove it from
the Premises and store it in such place as Landlord may select, at
Tenant's risk and expense, in accordance with Such lien and of any
rights of distraint Landlord may possess against Tenant's property.
Provided, however, so long as Tenant is not in default hereunder,
Landlord will Subordinate the lien set forth in this subsection (i)
to any purchase money financing or personal property leases
requested by Tenant.
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Exhibit - 10.19
20. SUBORDINATION
(a) Subordination of Lease. This Lease is subordinate
to the lien, operation and effect of all ground leases, deeds of
trust, mortgages, and/or other similar instruments of encumbrance
(herein each referred to for the purposes of this Section 20 as
"Mortgages") which may now or hereafter affect this Lease or the
Property, to all funds and all indebtedness intended to be secured
by such Mortgages, and to all renewals, modifications,
consolidations, replacements and extensions thereof This clause
shall be self-operative and no further instrument of subordination
shall be necessary to effect the subordination of this Lease to the
lien of any such Mortgage. In confirmation of such Subordination,
Tenant shall, within five (5) days of the written request of
Landlord or the holder of any Mortgage, execute promptly any
further instruments requested. Tenant constitutes and appoints
Landlord as Tenant's attorney-in-fact to execute any such
instruments for or on Tenant's behalf if Tenant fails to execute
and deliver such instrument(s) within said five (5) day period.
(b) Foreclosure. If any proceeding is instituted to
terminate or to foreclose upon any Mortgage to which this Lease is
subordinate, the ground lessor, purchaser, assignee or other
successor to Landlord's rights shall have the option to terminate
or cancel this Lease. If this Lease is not so terminated or
cancelled, Tenant shall attorn o the purchaser at the foreclosure
sale and shall recognize such purchaser as the landlord pursuant to
this Lease. Upon request by such purchaser, Tenant shall execute
and deliver an instrument or instruments confirming its attornment.
(c) Modifications Required by Lender. If any lender
providing any financing for the Building requires, as a condition
of that financing, that modifications to the Lease be obtained, and
provided that the modifications do not increase the rent and other
sums to be paid by Tenant hereunder nor materially affect Tenant's
use of the Premises, Landlord may submit to Tenant a written
amendment to the Lease incorporating the required changes, and
Tenant shall execute, acknowledge and deliver such amendment to
Landlord within five (5) days of Tenant's receipt thereof.
(d) Subordination of Mortgage to Lease. Anything
contained in the provisions of this Section to the contrary
notwithstanding, the holder of any Mortgage may at any time
subordinate the lien of its Mortgage to the operation and effect of
this Lease without obtaining Tenant's consent thereto, by giving
Tenant written notice thereof, in which event this Lease shall be
deemed to be senior to such Mortgage without regard to their
respective dates of execution, delivery and/or recordation, and
thereafter such Mortgagee shall have the same rights, as to this
Lease as it would have had, were this Lease executed and delivered
and/or recorded before the execution of such Mortgage.
21. JURY TRIAL. The parties waive the right to trial by
jury in any action, proceeding or counterclaim brought by either of
the parties hereto against the other on any matters, whatsoever
arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of
the Premises and/or any claim of injury or damage.
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Exhibit - 10.19
22. HOLDOVER. If Tenant remains in the Premises after the
Term ends or any earlier termination of this Lease without
obtaining Landlord's prior written consent thereto, Tenant shall
become a tenant-at-sufferance at double the Monthly Base Rent in
effect during the last month of the term and shall be liable to
Landlord for any damages Landlord suffers because of Tenant
holding over. Provided however, at any time before Landlord's
acceptance of rent from Tenant as a tenant-at-sufferance he
'reunder, Landlord, at its option, may re-enter ahd take
possession, of the Premises without process, or by any legal
process permitted under the provisions of this Lease or applicable
law because of Tenant's occupancy of the Premises without having
obtained such consent.
23. SUCCESSORS' OBLIGATION. Landlord and Tenant agree
that all rights, remedies and liabilities hereLinder given to or
imposed upon either of the parties hereto shall extend to their
respective heirs, Successors, executors, administrators and assigns
subject to'the provisions of this Lease restricting assignnient or
subletting by Tenant. Tenant acknowledges Landlord might not be in
the future the owner of the fee interest in the Building and/or
Land. The term "Landlord" as used in this Lease means only the then
current owner or mortgagee in possession of the Building. Upon any
sale, conveyance, assignment or other transfer by the then current
Landlord hereunder to any party then, afterthe closing of such
sale, conveyance, assignment orother transfer transaction, Land-
lord whose interest is thus sold, conveyed, assigned or otherwise
transferred shall be completely released and forever discharged
from any and all covenants, obligations and liabilities of Landlord
hereunder thereafter accruing.
24. RULES AND REGULATIONS. Landlord may prescribe, in its
sole discretion, reasonable rules and regulations, which in
Landlord's reasonable judgment are necessary or appropriate for the
general well-being, safety, order, care or cleanliness of the
Property; provided, that the rules and regulations do not
materially interfere with Tenant's use and enjoyment of the
Premises. Tenant agrees that the rules and regulations shall be
faithfully kept, observed and performed by Tenant, and by Tenant's
agents, servants, employees, invitees, visitors, and guests. Any
failure by Landlord to enforce any rule or regulation against any
party shall not be deemed a waiver of such rule or regulation or of
Landlord's further right to enforce the same. A copy of the rules
and regulations in effect on the date of this Lease are attached
hereto and incorporated herein by reference as Exhibit C.
25. COVENANTS OF LANDLORD. Landlord covenants that it has
the right to make this Lease for the Term, and that if Tenant is
not in default or holding over in the Premises without Landlord's
prior written consent after the Term ends or any earlier
termination of this Lease, Tenant may, during the Term, peaceably
and quietly occupy and enjoy the full possession of the Premises.
26. RESERVATION OF RIGHTS OF LANDLORD. Landlord reserves
to itself and its Successors and assigns the following rights (all
of which are hereby consented to by Tenant): (i) to change the
street address and/or name of the Building and/or the arrangement
and/or location of entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets, or other public parts of the
Building and to make improvements, alterations, additions,
installations, eliminations and changes to the Building, Land,
parking facilities, or any part thereof, (ii) to erect use, and
maintain pipes and conduits in and through the Premises; (iii) to
grant to any one the exclusive right to conduct any particular
21
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-------------------------------
Exhibit - 10.19
business or undertaking in the Building; (vi) to use and/or lease
the roof areas, and the sidewalks and other exterior areas; and
(vii) to resubdivide any land on which the Building is located.
Landlord may exercise any or all of the foregoing rights without
being deemed to be guilty of an eviction, actual', or constructive,
or a distance or interruption of Tenant's use or occupancy of the
Premises.
27. SECURITY DEPOSIT.
(a) Amount of Security Deposit. Simultaneously with
the execution of this Lease, Tenant has deposited with Landlord the
sum of Nine Thousand Two Hundred Sixty-Seven and 92/100 Dollars
($9,267.92) to secure Tenant's payment and performance of all of
Tenant's obligations, covenants, conditions and agreements under
the Lease. Such sum shall not bear interest while being held by
Landlord hereunder. Landlord's rights against Tenant upon an Event
of Default shall in no way be limited or restricted by this
security deposit.
(b) Return of Security Deposit. After the Term ends, or
any renewal or extension thereof, Landlord shall, provided that
Tenant is not in default under the terms of this Lease, return such
security deposit to Tenant, less such portion as Landlord shall
have appropriated to cure any default by Tenant with respect to any
of Tenant's obligations, covenants, conditions and agreements.
(c) Default by Tenant. If Tenant defaults hereunder,
Landlord may, but shall not be obligated, apply all or any portion
of the 'security deposit to cure such default, in which event
Tenant shall deposit promptly with Landlord the amount necessary to
restore the security deposit to its original amount.
(d) Sale or Transfer of Building. Upon the sale or
transfer of Landlord's interest in the Building, Landlord may
transfer the security deposit to such purchaser or transferee, in
which event Tenant shall look only to the new landlord for the
return of the security deposit and Landlord shall thereupon be
released from all liability to Tenant for the return of such
security deposit.
28. PARKING. The Parking Agreement which is attached hereto
as Exhibit D and incorporated herein by reference sets forth the
rights and obligations of the parties to use the parking facilities
appurtenant to the Building. If Tenant defaults pursuant to said
Parking Agreement, it shall be a default under this Lease, giving
Landlord all the rights and remedies set forth in this Lease,
together with any further rights under the law.
29. MORTGAGEE APPROVAL.
[Deleted]
30. GENDER. Feminine or neuter pronouns shall be
substituted for the masculine form, and the plural shall be
Substituted for the singular number, in any place or places herein
where the context requires such substitution or substitutions.
Landlord and Tenant, as a matter of convenience, have been referred
to in neuter form.
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(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
31. NOTICES. Unless otherwise expressly provided in this
Lease, all notices or other communications required or desired to
be given hereunder by either party to the other shall be in
writing and shall be duly give (a) when delivered, if delivered in
person (with receipt therefor), (b) two (2) business days after
deposit into the United States Postal System, if sent by certified
or registered mail, first-class postage prepaid, return receipt
requested, or (c) when delivered, if delivered by overnight mail or
overnight courier. Notices to the respective parties shall be
addressed as follows:
To Landlord: TYCON TOWER I INVESTMENT LIMITED PARTNERSHIP
x/x XXX Xxxxxxx Xxxxxxxxxx, X.X.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General counsel
Copy to:
Quadrangle Management Corp.
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Building Management Office
To Tenant: Infocall Communications Corp.
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Richfield
Either party may, by like written notice, designate a new address
to which such notices shall be directed.
32. ESTOPPEL CERTIFICATES. Tenant shall, from time to
time, within five (5) days after receiving a written request from
Landlord, execute, acknowledge before a Notary Public, and deliver
to Landlord (or, at Landlord's request, to any existing or
prospective purchaser, transferee, assignee or holder of a Deed of
Trust or Mortgage securing any or all of the Premises or the
Property, any interest thereon or any of Landlord's rights under
this Lease) a instrument in recordable form: (i) certifying 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 stating the modifications); (ii) stating the dates
to which the Base Rent, Additional Rent and any other charges due
hereunder have been paid by Tenant; (iii) stating whether or not, to
Tenant's best knowledge, Landlord is in default in the performance of
any covenant or condition contained in this Lease, and if so, detailing
the nature of such default; (iv) stating the address to which
notices to Tenant should be sent; (v) stating, that Tenant has
accepted the Premises and that all work required has been completed
by Landlord; and (vi) stating any other information as may be
reasonably required by Landlord. Any Such statement delivered by
Tenant pursuant hereto may be relied upon by any owner of the
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Exhibit - 10.19
prospective holder of a deed of trust or mortgage on the Property
or on Landlord's, interest therein, or any prospective assigneed or
any such deed of trust or mortgage. Tenant acknowledges that time
is of the essence for the delivery of such statements and that the
Tenant's failure to comply within the time period specified may
result in substantial damages to Landlord and that Tenant shall be
liable for all such damages suffered by Landlord.
33. GOVERNING LAW. The parties agree that the laws of the
Commonwealth of Virginia shall govern the validity, performance and
enforcement of this Lease and that any action or proceeding arising
hereunder shall be brought in the courts of Virginia.
34. COMMISSIONS. Landlord and Tenant each represent and
warrant that except as specifically set forth in this Lease,
neither of them has employed any real estate broker, agent or
finder, and there is no commission charge or other compensation due
on account thereof Landlord shall indemnify and hold Tenant
harmless, and Tenant shall indemnify and hold Landlord harmless,
from and against any claim for brokerage or other commission
arising from or out of any breach of the foregoing representation
and warranty. Landlord recognizes Xxxxx & Xxxxx as the leasing
agent(s) in connection with this Lease, and shall be solely
responsible for any commissions due to said agent(s).
35. WAIVER OF BREACH. No delay in exercising or failing to
exercise any right or power hereunder by Landlord shall impair any
such right or shall be construed as a waiver of any breach or
default, or as acquiescence thereto. One or more waivers of any
covenants, terms or conditions of this Lease by Landlord shall not
be construed by the other party as a waiver of a continuing or
subsequent breach of the same covenant, term or condition.
Landlord's consent or approval to, or of, any act by Tenant of a
nature requiring consent or approval shall not be deemed to waive
or render unnecessary consent to, or approval of, any subsequent
similar act. No provision of this Lease shall be deemed to have
been waived by Landlord, unless such waiver is in writing signed by
Landlord.
36. SEVERABILITY OF CLAUSES. If any term or provision of
this Lease or the application thereof to any person or circumstance
shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons
or circumstances other than to those as to which it is held invalid
or unenforceable, shall not be affected thereby, and each term and
provision of the Lease shall be valid and be enforced to the
fullest extent permitted by law.
37. CAPTIONS FOR CONVENIENCE. The titles of the sections
and paragraphs throughout this Lease are for convenience and
reference only, and the words contained therein shall in no way be
held to explain, modify, amplify or aid in the interpretation,
construction or meaning of the provisions of this Lease.
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Exhibit - 10.19
38. DUPLICATE COUNTERPARTS ORIGINALS. This Lease may be
executed in one or more counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the
same instrument.
39. RECORDATION. This Lease may not be recorded without
Landlord's prior written consent. If this Lease is recorded by
either party hereto, such party shall bear the full expense of any
transfer, documentary stamp or other tax, and any recording fee,
assessed in connection with such recordation; provided, that if
after the date of this Lease it becomes necessary under the
applicable law of the Commonwealth of Virginia to record this Lease
in order for the Lease to remain effective, Tenant shall bear the
full expense of any and all such taxes and fees incurred in
connection therewith.
40. EFFECTIVENESS. The submission of an Unsigned copy of this
document to Tenant for Tenant's consideration does not constitute
an offer to lease the premises. This Lease shall become effective
upon and only upon its execution and delivery by each party hereto.
41. RIGHT TO RELOCATE. Landlord shall have the right from
time to time during the Term, at Landlord's expense, to change the
location and configuration of the Premises from their present
location to another location within the Building subject to the
following terms and conditions: (a) if Tenant has commenced
beneficial use of the Premises, Landlord shall provide Tenant not
less than thirty (30) days written notice in advance of the date
Tenant must vacate the premises; (b) Landlord shall provide Tenant
with substitute space having at least the same useable square
footage as the Premises and (c) Landlord shall, at Landlord's cost
and expense, (i) install within the substitute premises Leasehold
Improvements of the same quality and quantity as those located in
the Premises; and (ii) upon completion Of Such installation shall
remove Tenant's equipment and furniture from the Premises and shall
reinstall those items in the substitute premises. Upon the
completion of such relocation, this Lease shall automatically cease
to cover the space constituting the Premises, and shall
automatically thereafter cover the substitute premises, all on the
same terms and conditions as set forth in this Lease. Within ten
(10) days of the date Landlord delivers possession of the
substitute premises, Landlord and Tenant shall execute an amendment
to this Lease confirming the relocation to the substitute premises.
42. NO PARTNERSHIP. Nothing contained in this Lease shall
be construed as creating a partnership or joint venture of or
between Landlord and Tenant, or to create any other relationship
between the parties hereto other than that of landlord and tenant.
43. TIME OF ESSENCE. Time is of the essence as to each
provision of this Lease.
44. FORCE MAJEURE. If Landlord is in any way delayed,
interrupted or prevented from performing any of its obligations
under this Lease, and such delay, interruption or prevention is due
to fire, act of God, governmental act, strike, riot, civil
commotion, labor dispute, inability to procure materials, or any
other Cause beyond Landlord's reasonable control (a "Force Majeure
Event"), then the time for performance of the affected
obligation(s) by Landlord shall be excused for the period of the
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-------------------------------
Exhibit - 10.19
Force Majeure Event and extended for a period equivalent to the
period of such Force Majeure Event.
45. ENTIRE AGREEMENT. This Lease constitutes the entire
agreement between the parties and no prior agreements, negotiation,
discussions or written matter shall have any force or effect.
Tenant is not relying on any representations or agreements other
than those contained in this Lease. This Lease shall not be
modified, cancelled, extended or renewed except by written
instrument executed and delivered by both parties.
46. HAZARDOUS WASTES. Tenant shall not knowingly use,
suffer, permit, generate, introduce or maintain in, on or about any
portion of the Property, or transfer to or from the Property, any
Hazardous Materials except in accordance with all federal, state or
local laws, statutes, ordinances, regulations or orders pertaining
to health, industrial hygiene, environmental conditions or
hazardous substances, materials or wastes including those defined
as Hazardous Materials. "Hazardous Materials" mean any hazardous or
toxic substance, material, waste, chemical, or living organisms,
Pollutants or contaminants, or combinations thereof which are
defined, determined or identified as such in any federal, state or
local laws, rules or regulations (whether now existing or hereafter
enacted or promulgated) or any judicial or administrative
interpretation of any thereof, including any judicial or
administrative orders or judgments, including, without limitation,
asbestos, polychlorinated biphenyls, petroleum products or by-
products, and chlorinated solvents. Tenant shall indemnify, protect
and save Landlord and its partners, directors, officers, employees,
shareholders, lenders and each of their respective successors and
assigns (collectively, the "Idemnitees") harmless against and from
any and all damages, losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, judgments, suits,
proceedings, costs, disbursements or expenses of any kind or of any
nature whatsoever (including, without limitation, attorneys' and
experts' fees and disbursements) which may at any time be imposed
upon, incurred by or asserted or awarded against the Indemnitees
and arising from or Out of any Hazardous Materials on, in, under or
affecting all or any portion of the Property that are introduced by
Tenant, its employees or invitees including, without limitation,
(i) the costs of removal of any and all Hazardous Materials from
all or any portion of the Property, (ii) additional costs required
to take necessary precautions to protect against the release of
Hazardous Materials on, in, under or affecting the Property into
the air, any body of water, any other public domain or any
surrounding areas, and (iii) any costs incurred to comply, in
connection with all or any portion of the Property with all
applicable laws, orders, judgments and regulations with respect to
Hazardous Materials. The preceding portions of this provision do
not apply to Hazardous Materials that are located on the Property
at or before the initial commencement of any work, construction,
repairs or alterations therein by Tenant or to any Hazardous
Materials introduced into the Property by anyone other than Tenant,
its employees or invitees. The obligations of Tenant under this
Section 46 shall survive the expiration or earlier termination of
this Lease.
47. JOINT AND SEVERAL LIABILITY. if two or more
individuals, corporation, partnerships or other business
associations (or any combination of two or more thereof shall sign
this Lease for Tenant, the liability of each such individual,
corporation, partnership or other business association to pay the
rent due under this Lease and to perform all other obligations
26
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(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
hereunder shall be deemed to be joint and several. All notices,
payments and agreements given or made by, with or to any one of
such individuals, corporations, partnerships or other business
associations shall be deemed to have been given or made by, with or
to all of them. In like manner, if Tenant shall be a partnership or
other business association, the members of which are, by virtue or
statute or federal law, subject to personal liability, the
liability of each such member shall be joint and several.
48. CORPORATE TENANTS' FICTITIOUS NAMES. If Tenant is a
corporation, the persons executing this Lease on Tenant's behalf
covenant and warrant that: Tenant is a duly constituted corporation
qualified to do business in the Commonwealth of Virginia; all of
Tenant's franchisee and corporate taxes have been paid to date; all
future forms, reports, fees and other documents necessary for
Tenant to comply with applicable laws will be filed by Tenant when
due; and such persons are duly authorized by the board of directors
of such corporation to execute and deliver this Lease on behalf of
the corporation.
Tenant certifies that if it is operating under a fictitious
name that said name has been duly recorded according to the laws of
the Commonwealth of Virginia and attaches hereto a copy of said
registration form.
49. CONFLICTS. If there is any conflict between the
provisions of this Lease and the provisions of any Addendum
attached hereto, the provisions of thee Addendum shall supersede
the provisions of said documents and this Lease and the provisions
of said documents, as amended from time to time, shall Supersede
the provisions of this Lease.
50. CONDITION PRECEDENT. The rights and obligations of
Landlord and Tenant hereunder are contingent upon the execution of
a Lease Termination Agreement by and between Landlord and the
Current tenant of the Premises on or before October 31, 1999. If
this condition precedent is not satisfied by the date specified,
this Lease shall be null and void, as if this Lease had never been
signed.
[The signatures of Landlord and Tenant appear on the following page.]
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Exhibit - 10.19
WITNESSETH the following signatures and seals:
LANDLORD:
TYCON TOWER I INVESTMENT LIMITED
PARTNERSHIP, a Virginia limited
partnership
By: TYCON TOWER I INVESTMENT
CORPORATION, a Virginia
corporation, its sole general
partner
Date: October 29, 1999 By:___/s/Xxxxxx X. Albert_____(SEAL)
Xxxxxx X. Xxxxxx
Vice President
TENANT:
INFOCALL COMMUNICATIONS CORP.
Date: October 26, 1999 By:_____/s/T.Richfield_________(SEAL)
Name: T. Richfield
Title: President
28
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(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
EXHIBIT A
FLOOR PLAN OF THE PREMISES
[DIAGRAM OF FLOOR PLAN]
TYCON TOWER I
-------------------------------------------------------------------
6TH FLOOR
TYCON FORM
(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
EXHIBIT B
Date:___________________
To: _________________________
_________________________
_________________________
_________________________
Re: Lease dated: ___________________
Premises: ___________________
Landlord: Tycon Tower I Investment Limited
Partnership
Tenant: ___________________
Dear __________________:
In accordance with the terms of the above referenced Lease,
you are hereby notified, on behalf of Landlord, that Landlord shall
tender possession of the Premises on ____________, 19___, when
Tenant's obligation to pay rent shall commence. The Lease
Commencement Date shall be _____________, 19___. The Lease
Expiration Date shall be ______________, 2000.
We have enclosed two (2) copies of this letter together with
a stamped, self-addressed envelope. Please sign both copies in the
space below, and return both copies. The original letter should be
retained for your records.
QUADRANGLE PROPERTY MANAGEMENT, INC.
By:______________________________
ACKNOWLEDGED AND AFFIRMED:
_________________________________
(TENANT)
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
TYCON FORM
(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
EXHIBIT C
RULES AND REGULATIONS OF THE BUILDING
(a) The sidewalks, entrances, passages, courts, elevators,
vestibules, stairways, corridors or halls or other parts of the
Building not occupied by any tenant shall not be obstructed or
encumbered by any tenant or used for any purpose other than in
egress to and from the Premises. Landlord shall have the right to
control and operate the public portions of the Building, and the
facilities furnished for the common use of the tenants, in such
manner as Landlord deems best for the benefit of the tenants
generally. Tenant shall not permit people to visit the Premises
in such numbers or under such conditions as to interfere with the
use and enjoyment by other tenants of the entrances, corridors,
elevators and other public portions or facilities of the Building.
(b) Tenant shall not attach awnings or other projections
to the Outside walls of the Building without Landlord's prior
written consent. No drapes, blinds, shades, or screens shall be I
attached to or hung in, or used in connection with any window or
door of the Premises, without Landlord's prior written consent.
Such awning, projections, curtains, blinds, screens or other
fixtures must be of a quality, type, design, and color, and
attached in a manner approved by the Landlord.
(c) Tenant shall keep closed the doors leading to the
corridors or main halls during business hours except as they may be
used to ingress or egress. Tenant shall not place any additional
locks upon any doors of the Premises, nor shall Tenant make any
chances in existing locks or the mechanisms thereof, except that
Tenant may, at its expense, install security locks on all entry
doors and fire doors opening into the Premises, and also on the
doors to any offices within the Premises, provided Tenant at the
termination of its occupancy shall return to Landlord all keys of
stores, offices, storage and toilet rooms, either furnished to, or
otherwise procured by Tenant, and if any keys so furnished are lost,
Tenant shall pay to Landlord the cost to replace. If Landlord
requires, Tenant shall at its expense remove any additional locks
which it installed or caused to be installed, reinstall the original
hardware, and repair to Landlord's satisfaction any damage to doors
or frames. Upon request Tenant shall give access to any such locked
area(s).
(d) Tenant shall not construct, maintain, use or operate
within the Premises or elsewhere in the Building of which the
Premises form a part or on the outside of the Building, any
electrical device, wiring or apparatus in connection with a loud
speaker system or other sound system unless Tenant shall have first
obtained Landlord's prior written consent, except that this
restriction shall not apply to radios, television sets or dictating
machines, or paging systems, if such items are audible
solely within the Premises. There shall be no marking, painting,
drilling into or in any way defacing any part of the Premises or
the Building. No Tenant shall throw anything out of the doors or
windows or down the corridors or stairs.
(c) Landlord's employees are prohibited from receiving any
packages or other articles delivered to the Building for Tenant,
and should any such employee receive any such packages or articles,
he or she in so doing shall be the agent of Tenant and not of
Landlord.
TYCON FORM
(Infocall Communications Corp.)
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Exhibit - 10.19
C-2
(f) Tenant shall not use or permit the use of the water
and wash closets and other plumbing fixtures for any purposes other
than those for which they were constructed, and no sweepings,
rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by
Tenant, whose servants, employees, agents, visitors, or licensees
shall have caused the same.
(g) No vehicles or animals of any kind shall be brought
into or kept in or about the demised premises or the Building, and
no cooking, shall be done or permitted by Tenant on the Premises
except in kitchens constructed as part of Tenant's Leasehold
Improvements. No Tenant shall cause or permit any unusual or
objectionable odors to be produced upon or emanate from the
Premises.
(h) Neither Tenant, nor any of Tenant's servants,
employees, agents, visitors or licensees, shall at any time bring
or keep upon the Premises any flammable, combustible or explosive
fluid, chemical or substance.
(i) Canvassing, soliciting and peddling in the Building is
prohibited and Tenant shall cooperate to prevent the same.
(j) Any person employed by Tenant to do janitorial work
within the Premises shall obtain Landlord's consent and such person
shall, while in the Building and outside the Premises, comply with
all instructions issued by the superintendent of the Building"
(k) There shall not be used in any space, or in the
public halls of the Building, either by any tenant or by jobbers or
others, in the delivery or receipt of merchandise, any hand trucks,
except those equipped with rubber tires and side guards.
(l) Access plates to underfloor conduits must be left
exposed. Where. carpet is installed, carpet must be cut around
access plates.
(m) Tenant shall adjust the thermostat, if adjustable, to
the setting which uses the least amount of energy upon leaving the
Premises daily.
(n) Mats, trash, or other objects are not permitted in the
public corridors.
(o) Landlord and/or its parking, contractor shall have
the right to establish reasonable rules and regulations for the use
of all parking facilities at the Property.
(p) Landlord shall have the right to determine when Tenant
may move its property, i.e., furnishings, files, etc., into or out
of the Premises. Tenant shall request permission from Landlord for
any such move, and shall abide by Landlord's reasonable rules
regarding any such move.
TYCON FORM
(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
C-3
(q) Tenant shall not purchase spring water, ice, coffee,
soft drinks, towels or other like sci-vice, from any company of
persons whose repeated violations of Building regulations have
caused, in Landlord's opinion, a hazard or nuisance to the Building
and/or its occupants.
(r) Landlord reserves the right to exclude from the
Building at all times any person who is not known or does not
properly identify himself to the Building management or night
watchman on duty. Landlord may at its option require all persons
admitted to or leaving the Building between the hours of 6 p.m. and
8 a.m, Monday through Friday, and at all times on Saturday, Sundays
and legal holidays, to register. Tenant shall be responsible for all
persons for whom it authorizes entry into or exit out of the
Building, and shall be liable to Landlord for all acts of such
persons.
(s) The Premises shall not be used for lodging or sleeping or
for any illegal purpose.
(t) Landlord does not maintain suite finishes which are
non-standard, such as kitchens, bathrooms, wallpaper, special
lights, etc. However, should the need for repairs arise, Landlord
will arrange for the work to be done at the Tenant's expense.
(u) No auction sales shall be conducted in the Building,
without Landlord's consent.
(v) Tenant shall not use any other method of heating than
that provided by Landlord without Landlord's consent.
(w) Tenant shall keep window coverings closed at the
appropriate time of day to prevent direct solar penetration of the
Premises.
(x) Tenant shall purchase and use chair mats to protect
the carpeting under all chairs on casters used in the Premises.
(y) No freight, furniture or other bulky matter of any
description shall be received into the Building or carried in the
elevators, except at such times as approved by Landlord. All moving
of furniture, material and equipment in the Building outside the
Premises must be with Landlord's prior written consent and in
accordance with Landlord's reasonable rules and instructions;
however, Landlord shall not be responsible for any damage to, or
charges for, moving, the same. Tenant shall remove promptly from
the public area(s) within or adjacent to the Building, and, of
Tenant's personal property there delivered or deposited. Landlord
shall have the right to prescribe the weight, method of
installation, and position of safes or other heavy fixtures or
equipment. All damage done to the Building by delivering,
maintaining or removing any fixture or article of Tenant's
furniture or equipment, shall be repaired at Tenant's expense.
(z) Tenant shall not install or operate in the Premises any
electrically operated equipment, machinery or appliances, except
typewriters, adding machines, copiers, fax machines, personal
computers, telephone systems and such other office machinery and
equipment as is normally used in modern offices, without obtaining
TYCON FORM
(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
C-4
Landlord's prior written consent which consent shall not be
unreasonably withheld. Landlord may condition such consent upon
the payment by Tenant of Additional Rent in compensation for any
excess consumption of water and/or electricity as may result from
the operation of said equipment or machinery. All electricity
usage in excess of five (5) xxxxx per square foot of net space
contained in the Premises, as determined by a registered engineer
selected by Landlord, shall be deemed excess usage for which Tenant
shall be charged as Additional Rent. Tenant shall not install any
equipment of any kind or nature which shall or may necessitate
changes, replacements, or additions to, or cause an abnormal
increase in its use of, the water, plumbing, heating, air
conditioning or electrical systems which serve the Premises,
without Landlord's prior written consent. Such consent shall not
be withheld unreasonably, but may be conditioned upon Tenant paying
the cost of such changes, replacements, additions, or increased
use. Notwithstanding the foregoing, if any office equipment or
mechanical equipment used by Tenant in the Premises shall cause
noise, or vibration that may be transmitted to any part of the
Building to such a degree as to be objectionable to Landlord or any
other tenant, Tenant shall install, at its own expense, vibration
eliminators or silencing devices sufficient to eliminate such noise
and/or vibration. Tenant shall not install in the Premises any
fixtures, equipment, machinery, furniture or furnishings which
place a load upon the floor exceeding the designed floor load
capacity.
(aa) There shall be no smoking in any public or common areas
of the Building, including but not limited to, the lobby of the
Building, hallways, elevators, stairwells, and public restrooms
in the Building.
Landlord shall advise in writing of any additions to,
deletions from, or changes in the foregoing rules and regulations.
If Tenant violates any Building rule or regulation, Landlord shall
notify Tenant in writing of the same, and shall allow Tenant a
reasonable period of time within which to comply with such rule or
regulation. Tenant's failure to comply within such period of time
shall be sufficient cause for termination of this Lease at
Landlord's sole option.
TYCON FORM
(Infocall Communications Corp.)
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Exhibit - 10.19
EXHIBIT D
PARKING AGREEMENT
In connection with the Lease to which this Parking Agreement
is attached, Tenant shall be entitled to use certain non-reserved
parking spaces in the parking area(s) adjacent to and/or within the
Building, upon the following terms and conditions.
1. Landlord hereby grants a license to use, and Tenant is
hereby obligated to accept five (5) non-reserved parking spaces in
the parking area(s) adjacent to and/or within the Building
(hereinafter referred to as the "Parking Facilities").
2. The license granted hereby shall continue in full force
and effect for the entire Term of twelve (12) months, commencing
on the Lease Commencement Date and expiring on the Lease Expiration
Date, or upon the termination of the Lease, whichever shall first
occur.
3. This license shall be automatically renewed or extended
upon the renewal or extension of the Term of the Lease between
Landlord and Tenant.
4. (a) During and for the entire Term of this license,
commencing on the Lease Commencement Date, Tenant shall pay to
Landlord, or such agent designated by Landlord, as rent to use said
parking spaces, without previous notice or demand therefor, and
without deduction, set- off or abatement, the total sum of Fifty-
Five and No/100 Dollars ($55.00) per parking space per month,
until increased as set forth in 4(b) hereof, which sum shall be
payable in monthly installments, in advance, on the first day of
each and every month.
(b) If the Lease is renewed or extended, the monthly
payments shall be increased on the anniversary of the Lease
Commencement Date of each year during the Term of this Parking
Agreement, beginning in 2000, five percent (5%) of the parking,
fee for the immediately preceding, month.
(c) If Tenant defaults under the terms of the Lease,
and Landlord exercises its option to accelerate the payment of all
rent due thereunder, then the entire rental payment due under the
terras of this Parking Agreement shall also immediately become due
and payable without further notice or demand.
5. Landlord shall not be liable for damage to any
vehicle using the Parking Facilities pursuant to this Agreement,
including theft, collision, fire, or any other damage to such
vehicle; Landlord shall not be responsible for articles left in
such vehicles; Landlord shall not be liable for loss of use of any
such vehicles that are damaged while using the Parking Facilities.
In addition, Landlord shall not be liable for any injury to any
person using, the Parking Facilities regardless of the cause of
such injury; all persons using the Parking Facilities shall do so
at their own risk. Tenant shall indemnify and hold Landlord and its
agents harmless from all loss, damage, liability, cost or expense
TYCON FORM
(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
D-2
incurred, suffered, or claimed by any person or entity by reason of
injury, loss or damage to any person, property, or business
resulting from Tenant's negligence or negligent or unlawful use of
the Parking Facilities or anything therein.
6. Tenant shall abide by any reasonable rules and
regulations for the use of the Parking Facilities which may be
adopted by Landlord for the general safety, care, cleanliness and
order of the Parking Facilities, the Building and Land and the
users thereof such rules and regulations shall be posted in the
Parking, Facilities and may be changed from time to time as Landlord
deems necessary.
7. Tenant may not assign this license to use parking
spaces without the prior written consent of Landlord, except in
conjunction with a permitted Transfer of the Premises.
8. If Tenant defaults under the terms of this Agreement,
it shall be a default under the terms of the Lease, and Landlord
shall have all rights and remedies set forth in the Lease, together
with any further rights under the law.
TYCON FORM
(Infocall Communications Corp.)
-------------------------------
Exhibit - 10.19
