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Exhibit 10(a)
OFFICE
LEASE
XXXXXXXXX VILLAGE ASSOCIATES
LANDLORD
AND
INTERSTATE GENERAL CO. LP,
TENANT
FOR
XXXXXXXXX VILLAGE CENTER
*This Lease shall supersede the current lease dated May 21, 1981, which
Lease shall become null and void upon signing of this new Lease
dated August 25, 1995.
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THIS LEASE is made and entered into this 25th day of August, 1995, by
and between XXXXXXXXX VILLAGE ASSOCIATES, a Maryland Limited Partnership, 000
Xxxxxxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxx, Xxxxxxxx 00000, hereinafter designated
"Landlord", and INTERSTATE GENERAL COMPANY LP, hereinafter designated "Tenant".
WITNESSETH, that, for and in consideration of the rent hereinafter
reserved and of the mutual covenants hereinafter contained, Landlord and Tenant
to hereby mutually agree as follows:
1. DEMISED PREMISES. Landlord does hereby lease and demise unto
Tenant, and Tenant does hereby hire, lease and take from Landlord, for the term
and upon the covenants hereinafter set forth, approximately 15,134 gross square
feet of space (the "Demised Premises") on the second floor of Building C (the
"Building") located in that certain shopping center development known as the
Xxxxxxxxx Village Center, (the "Shopping Center"), located in Xxxxxxxxx
Xxxxxxx, Xx. Xxxxxxx, Xxxxxxxx 00000, together with the right to use the
parking areas, access roads and drives on a non-exclusive basis. The Demised
Premises are outlined in red on the drawing attached hereto and made a part
hereof as Exhibit "A".
2. LEASE TERM. The term of this lease shall commence on the date
hereof and shall end ten (10) years after the "Rent Commencement Date", as
hereafter defined. The "Rent Commencement Date" shall be the 1st day of
September, 1995.
3. RENT; DEPOSIT. Commencing with the Rent Commencement Date,
Tenant shall pay as annual rent for the premises the sum of One Hundred Eighty
One Thousand Three Hundred Five and 32/100 Dollars ($181,305.32) per annum,
payable in equal monthly installments of Fifteen Thousand One Hundred Eight and
78/100 Dollars ($15,108.78) which includes the Tenant's proportionate share of
the Buildings common area. All monthly installments of rent shall be payable
to Landlord, in advance, without previous notice or demand therefor, with the
first monthly installment to be due and payable no later than the Rent
Commencement Date.
Landlord hereby acknowledges receipt of N/A Dollars ($N/A) which
shall constitute prepayment of the first and last months rent.
4. Intentionally left blank.
5. RENT ADJUSTMENT. At the expiration of each Lease year (as
hereafter defined), the rent shall be adjusted to reflect any increases in the
"Consumer Price Index" (the "CPI") as hereafter defined). Such adjustment
shall be accomplished by multiplying the rent then in effect by a fraction, the
numerator of which shall be the CPI as of the most recent date prior to the
date of such adjustment and the denominator of which shall be the CPI as of the
date immediately prior to twelve (12) months immediately preceding the
adjustment date. In no event shall any adjustment made pursuant to this
Article 5 result in a reduction of the then-current rent. The "Consumer Price
Index" is hereby defined to be the Index for the D.C., Maryland and Virginia
Area now known as the "United States Bureau of Labor Statistics, Consumer Price
Index for Urban Wage Earners and Clerical Workers (revised) U.S. City Average
and Selected Areas, (1967 = 100) all items"; and if such index shall be
discontinued, then any successor consumer price index of the United States
Bureau of Labor Statistics, or successor agency thereto, for the D.C., Maryland
and Virginia Area shall be used and if there is no successor consumer price
index, the parties hereto shall attempt to agree upon a substitute Index or
formula. In the event Landlord and Tenant shall be unable to agree upon a
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substitute Index or formula, the matter shall be submitted for arbitration in
the Washington, D.C. Metropolitan Area in accordance with the rules of the
American Arbitration Association then prevailing. Notwithstanding anything to
the contrary contained herein any increase pursuant to the Consumer Price Index
(CPI) shall not exceed 5% for any given lease year or 50% of the CPI, whichever
is lower.
6. TAX ESCALATION. For all purposes of this lease, the term "Lease
Year" shall mean that period of twelve (12) full calendar months commencing
upon the first day of the first calendar month following the Rent Commencement
Date (or if the Rent Commencement Date shall occur on the first day of a
calendar month, then commencing with the Rent Commencement Date). For the
purposes of this article:
(a) The term "Real Estate Taxes" means all taxes, rates and
assessments, general and special, levied or imposed with respect to the land,
buildings and improvements located or built within the Shopping Center,
including all taxes, rates and assessments, general and special, levied or
imposed for school, public betterment, general or local improvements and
operations and taxes imposed in connection with any special taxing district.
If the system of real estate taxation shall be altered or varied and any new
tax or levy shall be levied or imposed on said land, buildings and
improvements, and/or Landlord in substitution for real estate taxes presently
levied or imposed on immovables in the jurisdiction where the property is
located, then any such new tax or levy shall be included within the term "Real
Estate Taxes." Should any governmental taxing authority acting under any
regulation, levy, assess, or impose a tax, excise and/or assessment, however
described (other than an income or franchise tax) upon, against, on account of,
or measured by, in whole or in part, the rent expressly reserved hereunder, or
upon the rent expressly reserved under any other leases or leasehold interests
in the Shopping Center, as a substitute (in whole or in part) or in addition to
any existing Real Estate Taxes on land and buildings and otherwise, such tax or
excise on rents shall be included within the term "Real Estate Taxes."
(b) The term "Base Year" means the first fiscal real estate tax year
in which there has been an assessment of the land and buildings constituting
the Shopping Center as a substantially completed shopping center (irrespective
of completion of, or assessment for, tenant work), or the fiscal real estate
tax year during which the Rent Commencement Date occurs, whichever is later.
For all purposes of this lease hereafter, the term "real estate tax year" means
each successive twelve (12) month period following and corresponding to the
Base Year, 1994 irrespective of the period or periods which may from time to
time in the future be established by competent authority for the purposes of
levying or imposing Real Estate Taxes.
(c) Each real estate tax year after the Base Year, Tenant shall pay
to Landlord within fifteen (15) days after demand in writing therefor
(accompanied by a statement showing the computation of same), as additional
rent and in addition to all other payments provided for herein, Tenant's
Percentage Share (hereafter defined) of the amount by which (A) the Real Estate
Taxes for such tax year, exceed (B) the Real Estate Taxes for the Base Year.
Tenant's Percentage Share is hereby defined to be that percentage representing
the proportion that the total gross rentable square feet contained within the
demised premises bears to the total gross rentable square feet contained within
the Shopping Center. The total square feet in the Center is 185,459 square
feet.
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(d) Reasonable expenses, consisting of attorneys' fees, expert
witness fees and similar costs, incurred by Landlord in obtaining or attempting
to obtain a reduction of any Real Estate Taxes shall be added to and included
in the amount of any such Real Estate Taxes. Real Estate Taxes which are being
contested by Landlord shall nevertheless be included for purposes of the
computation of the liability of Tenant under the above paragraph, provided,
however, that in the event that Tenant shall have paid any amount of increased
rent pursuant to this Article 6 and the Landlord shall thereafter receive a
refund of any portion of any Real Estate Taxes on which such payment shall have
been based, Landlord shall pay to Tenant the appropriate portion of such
refund. Landlord shall have no obligation to contest, object to or litigate
the levying or imposition of any Real Estate Taxes and may settle, compromise,
consent to, waive or otherwise determine in its discretion to abandon any
contest with respect to the amount of any Real Estate Taxes without consent or
approval of the Tenant.
Nothing contained in this section shall be construed at any time to
reduce the monthly installments of rent payable hereunder below the amount
specified in Article 3 and 5 of this lease.
It is understood and agreed that Tenant shall not be liable to pay
its Percentage Share of any increase in Real Estate Taxes which is occasioned
by an increase in the tax assessment due to an expansion of the Shopping Center
or any part thereof, by Landlord, nor shall Tenant be liable for any addition
to the taxes by reason of Landlord's failure to pay such taxes when due (unless
occasioned by Tenant's failure to pay its share of increases in Real Estate
Taxes when due).
If the termination date of the lease shall not coincide with the end
of a real estate tax year, then in computing the amount payable under this
Article 6 for the period between the commencement of the applicable real estate
tax year in question and the termination date of this lease, the Real Estate
Taxes for the Base year shall be deducted from the Real Estate Taxes for the
applicable real estate tax year and, if there be a difference, Tenant's
Percentage Share of such difference shall be equitably apportioned (on a per
diem basis) so that Tenant shall pay only such portion of such increase as is
attributable to the portion of such real estate tax year occurring during the
term of this lease. Tenant's obligation to pay increased Real Estate Taxes
under this Article 6 for the final period of the lease shall survive the
expiration of the term of this lease.
A tax xxxx or true copy thereof, together with any explanatory
statement of the area or property covered thereby, submitted by Landlord to
Tenant shall be conclusive evidence of the amount of taxes assessed or levied,
as well as of the items taxed. If any real property tax or assessment levied
against the land, building or improvements covered hereby or the rents reserved
therefrom, shall be evidenced by improvement bonds or other bonds, or in any
other form, which may be paid in annual installments, only the amount paid or
payable in any real estate tax year shall be included as Real Estate Taxes for
that real estate tax year for the purposes of this Article 6.
7. LAWS AND ORDINANCES. Tenant will, at its own cost, promptly
comply with and carry out all orders, requirements or conditions now or
hereafter imposed upon it by the ordinances, laws and/or regulations of the
municipality, county and/or state in which the premises are located, whether
required of Landlord or otherwise, in the conduct of Tenant's business, except
that Landlord shall comply with any orders affecting structural walls and
columns unless due to Tenant's particular business or use of the premises.
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Tenant will indemnify and save Landlord harmless from all penalties, claims,
and demands resulting from Tenant's failure or negligence in this respect.
8. FURNITURE; FIXTURES; ELECTRICAL EQUIPMENT. (a) Tenant shall not
place a load upon the floor of the Demised Premises exceeding the floor load
per square foot which such floor was designed to carry and which is allowed by
law. Business machines, mechanical equipment and materials belonging to Tenant
which cause vibration, noise, cold, heat or fumes that may be transmitted to
the Building or to any other leased space therein to such a degree as to be
objectionable to Landlord or to any other tenant in the Shopping Center, shall
be placed, maintained, isolated, stored and/or vented by Tenant at its sole
expense, so as to absorb and prevent such vibration, noise, cold, heat or
fumes. Tenant shall not keep within or about the Demised Premises any
dangerous, inflammable, toxic or explosive material. Tenant shall indemnify
and hold Landlord harmless against any and all damage, injury, or claims by
third parties, resulting from the moving of Tenant's equipment, furnishings
and/or materials into or out of the Demised Premises or from the storage or
operation of the same. Any and all damage or injury to the Demised Premises or
the structure in which the Demised Premises are located caused by such moving,
storage or operation shall be repaired by Tenant at Tenant's sole cost.
(b) Tenant shall not install or operate in the premises any
electrically operated equipment or other machinery, other than electric
typewriters or adding machines, and such other electrically operated office
machinery used in modern offices, without first obtaining the prior consent in
writing of Landlord, who may condition such consent upon the payment by Tenant
of additional rent in compensation for such excess consumption of water and/or
electricity or wiring as may be occasioned by the operation of said equipment
or machinery; nor shall Tenant install any other equipment whatsoever which
will or may necessitate any changes, replacements or additions to or require
the use of the water system, plumbing system, heating system, air-conditioning
system or the electrical system of the Demised Premises without the prior
written consent of Landlord.
9. REPAIRS. Tenant agrees to maintain the Demised Premises and the
fixtures therein in good order and condition during the term of this lease at
its sole cost and expense, and will, at the expiration or other termination of
the term hereof, surrender and deliver up the same and all keys, locks and
other fixtures connected therewith (except trade fixtures and other fixtures
belonging to Tenant) in like good order and condition, as the same is now or
shall be at the Rent Commencement Date, ordinary wear and tear and damage by
the elements, fire or other casualty not due to the negligence of Tenant
excepted.
10. ALTERATIONS. Tenant shall make no alterations or changes,
structural or otherwise, to any part of the Demised Premises either exterior or
interior, without Landlord's written consent, which consent shall not be
unreasonably withheld as to any non-structural changes. In the event of any
such approved changes, Tenant shall have all work done at its own expense.
Request for such consent shall be accompanied by plans stating in detail
precisely what is to be done. Tenant shall comply with the building codes,
regulations and laws now or hereafter to be made or enforced in the
municipality, county and/or state in which said premises are located and which
pertain to such work. Any additions, improvements, alterations and/or
installations made by Tenant (except only movable office furniture and
fixtures) shall become and remain a part of the building and be and remain
Landlord's property upon the termination of Tenant's occupancy of said
premises; provided, however, that if Landlord gives written notice to Tenant at
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the expiration or prior termination of this lease to such effect, it may
require Tenant to restore said Demised Premises to their original condition at
Tenant's sole cost and expense. Tenant shall save Landlord harmless from and
against all expenses, liens, claims or damages to either property or person
which may or might arise by reason of the making of any such additions,
improvements, alterations and/or installations.
11. DAMAGE. If the Demised Premises shall be damaged by fire or
other cause, without the fault or neglect of Tenant, its servants, employees,
agents, visitors or licensees, the damage shall be repaired by and at the
expense of Landlord, and the rent until such repairs shall have been made shall
xxxxx pro rata, so that Tenant shall pay only for the portion (if any) of the
Demised Premises which is suitable for the conduct of Tenant's business. Due
allowance shall be made for reasonable delay which may arise by reason of
adjustment of fire insurance on the part of Landlord and/or Tenant, and for
personal delay on account of "labor troubles" or any other cause beyond
Landlord's control. If, however, the Demised Premises are rendered wholly
untenantable by fire or other cause, and Landlord shall decide not to rebuild
the same, or if the entire Building be so damaged that Landlord shall decide to
demolish it or not to rebuild it, then or in any of such events, Landlord may,
at its option, cancel and terminate this lease by giving Tenant, within thirty
(30) days from the date of such damage, notice in writing of its intention to
cancel this lease, whereupon the term of this lease shall cease and determine
upon the third day after notice is given, and Tenant shall vacate the Demised
Premises and surrender the same to Landlord, but in neither of the certain
contingencies in this paragraph mentioned shall there be any liability on the
part of Landlord to Tenant, its heirs or assigns, covering or in respect of any
period during which the occupation of said Demised Premises by Tenant because
of the matters hereinabove stated, may not be possible.
12. EMINENT DOMAIN. If the Demised Premises or any part thereof
shall be taken by an governmental or quasi-governmental authority pursuant to
the power of eminent domain, or by deed in lieu thereof, Tenant agrees to make
no claim for compensation in the proceedings, and hereby assigns to Landlord
any rights which Tenant may have to any portion of any award made as a result
of such taking, and this lease shall terminate as to the portion of the Demised
Premises taken by the condemning authority and rental shall be adjusted to such
date. The foregoing notwithstanding, Tenant shall be entitled to claim, prove
and receive in the condemnation proceedings such awards as may be allowed for
relocation expenses and for fixtures and other equipment installed by it which
shall not, under the terms of this lease, be or become the property of Landlord
at the termination hereof, but only if such awards shall be made by the
condemnation court in addition to and stated separately from the award made by
it for the land and the Building or part thereof so taken.
If the nature, location or extent of any proposed condemnation
affecting the Shopping Center is such that Landlord elects in good faith to
demolish the Building, then Landlord may terminate this lease by giving at
least sixty (60) days' written notice of termination to Tenant at any time
after such condemnation and this lease shall terminate on the date specified in
such notice.
13. ROOF RIGHTS. Landlord shall have the exclusive right to use all
or any portion of the roof of the Demised Premises for any purposes, and shall
have the right to erect additional stories or other structures over all or any
part of said premises.
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14. USE OF PREMISES. Tenant covenants to use and occupy the Demised
Premises for executive and general offices for normal office use, and for no
other purpose whatsoever (including specifically, but without limitation, any
retail use), and to permit Landlord to transmit heat, air conditioning, and
electric current through the Demised Premises at all times at the discretion of
Landlord, provided, however, that Landlord shall not exercise this right in
such a way as to unreasonably inconvenience Tenant, or unreasonably interfere
with Tenant's use of the premises.
No nuisances shall be allowed on the Demised Premises nor shall any
use be allowed which is a source of annoyance or embarrassment to Landlord or
other tenants of the Shopping Center, or which is deemed by Landlord as not in
keeping with the character of the neighborhood, nor shall the Demised Premises
be used for any unlawful, immoral, improper or extra-hazardous purpose.
In addition to and not in limitation of, the foregoing subparagraph
of this Article 14, Tenant will comply with and observe all restrictive
covenants of record (as outlined in Exhibit "D" attached hereto and hereby made
a part hereof) which affect or are applicable to the Shopping Center and/or the
demised premises and/or the common areas, provided the same do not prohibit
Tenant's permitted use of the demised premises specified in Section 14 hereof.
15. SIGNS. No sign, advertisement or notice shall be inscribed,
painted, affixed or displayed on the windows or exterior walls of the Demised
Premises or on any public area of the Building, except the directories and the
office doors, and then only in such places, numbers, sizes, color and style as
is approved by Landlord and which conforms to all applicable laws and/or
ordinances. If any such sign, advertisement or notice does not conform to the
aforesaid laws and/or ordinances or is affixed or displayed without Landlord's
express prior written approval, Landlord shall have the right to remove the
same and Tenant shall be liable for any and all expenses incurred by Landlord
for said removal or for repairing any damage caused by same or caused by its
removal. Any such permitted use, including but not limited to, all costs of
obtaining any necessary permits therefore, shall be at the sole expense and
cost of Tenant.
16. PARKING. Tenant agrees that its employees will not park their
cars or other vehicles in the spaces designated by Landlord for public parking
and for use of retail tenants and their employees, agents, customers and
invitees, but will use only such spaces as Landlord shall designate from time
to time as parking spaces for the use of office tenants and their employees;
Landlord may designate spaces provided for public parking and for employee or
tenant parking at specified times. At Landlord's request, Tenant shall supply
Landlord with the names of all employees, along with the license numbers of
their respective automobiles or vehicles. In addition, Tenant agrees to supply
Landlord with the license numbers of all vehicles owned or operated by Tenant.
17. UTILITIES: SERVICES. Landlord shall furnish reasonably
adequate electric current and water services during normal business hours,
without additional cost to Tenant. Landlord further agrees to furnish heat and
air conditioning from 8:00 a.m. to 7:00 p.m. Monday through Friday (exclusive
of Sundays and holidays) and from 9:00 a.m. to 1:00 p.m. on Saturdays, during
such seasons of the year when such services are normally and usually furnished
in modern office buildings in the area in which the Demised Premises is
located, provided, however, that Landlord shall not be liable for failure to
furnish or for suspension or delay in furnishing any of such services caused by
breakdown, maintenance or repair work or strike, riot, civil commotion, or any
cause or reason whatever beyond control of Landlord.
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18. HOLD HARMLESS; INSURANCE. (a) Tenant agrees that it will
indemnify and save Landlord harmless from any and all liabilities, damages,
causes of action, suits, claims, judgments, costs and expenses of any kind
(including reasonable attorneys' fees) (i) relating to or arising from or in
connection with the possession, use, occupation, management, repair,
maintenance or control of the Demised Premises, or any portion thereof, or (ii)
arising from or in connection with any act or omission of Tenant or Tenant's
agents, employees or invitees, or (iii) resulting from any default, violation
or injury to person or property or loss of life sustained in or about the
Demised Premises. To assure such indemnity, Tenant shall carry and keep in
full force and effect at all times during the term of this lease for the
protection of Landlord and Tenant herein, public liability ($1,000,000.00) for
each accident and Five Hundred Thousand Dollars ($500,000.00) for each separate
injury, and property damage insurance in the amount of Fifty Thousand Dollars
($50,000.00).
(b) Said public liability and property damage insurance policies and
any other insurance policies carried by Tenant with respect to the Demised
Premises, shall (i) be issued in form acceptable to Landlord by good and
solvent insurance companies qualified to do business in the State of Maryland
and reasonably satisfactory to Landlord, (ii) be issued in the names of
Landlord, Tenant and any other parties in interest from time to time designated
in writing by notice from Landlord to Tenant, (iii) be written as primary
policy coverage and not contributing with or in excess of any coverage which
Landlord may carry; and (iv) contain an express waiver of any right of
subrogation by the insurance company against Landlord, if same is available
from the insurance company. Neither the issuance of any insurance policy
required hereunder, nor the minimum limits specified herein with respect to
Tenant's insurance coverage, shall be deemed to limit or restrict in any way
Tenant's liability arising under or out of this lease. On or before the Rent
Commencement Date and before any such insurance policy shall expire, Tenant
shall deliver to Landlord certificates of insurance for, certified copies of,
or duplicate originals of, each such public liability and property damage
policy or renewal thereof, as the case may be, together with evidence of
payment of all applicable premiums. Any insurance required to be carried
hereunder may be carried under a blanket policy covering the Demised Premises
and other locations of Tenant, and if Tenant includes the Demised Premises in
such blanket coverage Tenant shall deliver to Landlord, as aforesaid, a
duplicate original or certified copy of each such insurance policy or a
certificate evidencing such insurance. The public liability and property
damage insurance policies required to be carried hereunder by or on behalf of
Tenant shall provide that, unless Landlord shall first have been given ten (10)
days' prior written notice shall continue in full force and effect, (ii) the
insurance carrier shall not, for any reason whatsoever, fail to renew such
insurance policies, and (iii) no material change may be made in such insurance
policies. In the event that Tenant shall fail promptly to furnish any
insurance coverage herein required to be procured by Tenant, or shall fail to
pay any premium under such policies when due, Landlord, upon three (3) days'
written notice, at its sole option, shall have the right to pay such delinquent
premium on behalf of Tenant, or obtain such required policy and pay the premium
therefor for a period not exceeding one (1) year in each instance, and any
premium so paid by Landlord shall be immediately payable by Tenant to Landlord
as additional rent hereunder.
(c) Landlord shall obtain and maintain in effect during the term of
this lease a policy or policies of insurance (i) covering the improvements
constituting the Shopping Center including the common areas, but excluding
Tenant's leasehold improvements, trade fixtures and other property required to
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be insured by Tenant) in an amount not less than eighty percent (80%) of the
full replacement cost (exclusive of the cost of excavations, foundations and
footings), providing protection against perils included within the standard
Maryland form of fire and extended coverage insurance policy, together with
such other risks, and with such deductibles, as Landlord may from time to time
determine, and (ii) public liability insurance covering the parking areas and
other common areas in an amount not less than $500,000 for injury to any one
person, $1,000,000 for injuries arising out of one accident, and $50,000 for
property damage coverage. Any such insurance may be effected by a policy or
policies of blanket insurance, covering additional items or locations or
assureds. Tenant shall have no rights in any policy maintained by landlord and
shall not be a named assured thereunder.
19. PROPERTY AT TENANT'S RISK. It is understood and agreed that all
personal property in the Demised Premises, of whatever nature, whether owned by
Tenant or any other person, shall be and remain at Tenant's sole risk and
Landlord shall not assume any liability or be liable for any damage to or loss
of such personal property, arising from the bursting, overflowing, or leaking
of the roof or of water, sewer, or steam pipes, or from heating or plumbing
fixtures or from the handling of electric wires or fixtures or from any other
cause, whatsoever, unless said damages are caused through the negligence of
Landlord, its servants, employees and contractors.
20. INSURANCE RISK. Tenant shall not keep gasoline or other
inflammable material or any other explosive in the building or use the Demised
Premises in any manner which will increase the rate of fire insurance on the
building beyond the ordinary risk established for the type of business
hereinabove provided to be conducted therein, and any such increase in the
insurance rate shall be borne by Tenant. Tenant shall not do any act or thing
upon the Demised Premises or in or about the building which may make void or
voidable any insurance on the same premises or buildings, and the Tenant
expressly agrees to conform to all rules and regulations from time to time
established by the Maryland Insurance Rating Bureau.
21. LANDLORD ACCESS. Landlord and its Agent, from time to time,
shall have access to the Demised Premises at any and all reasonable times for
the purpose of protecting said premises against fire, for the prevention of
damage and injury to the Demised Premises, or for the purpose of inspecting the
same.
22. BANKRUPTCY. In the event Tenant shall be adjudicated a
bankrupt, or if Tenant shall file or acquiesce in a petition in any court in
any bankruptcy, reorganization, composition, extension, arrangement or
insolvency proceedings, or if Tenant shall make an assignment or other
conveyance in trust for the benefit of its creditors, or if Tenant shall suffer
or permit a final judgment or decree for the payment of money to be entered
against it and execution to issue thereon and be levied upon its interest in
this lease, and such execution and levy be not dismissed within ten (10) days
after the date of such execution and levy, or if a receiver shall be appointed
for the property and assets of Tenant and such receivership be not discharged
within twenty (20) days from the date of such appointment, then upon the
happening of any said events, the term hereby demised shall, at the option of
Landlord, cease and determine, it being expressly agreed that the covenant
hereinafter contained against the assignment of this lease shall cover the case
of the assignment of this lease by operation of law as well as the assignment
of this lease by a voluntary act of Tenant.
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23. REPOSSESSION. If at any time during the term hereof, Tenant
shall:
(i) fail to pay any installment of rent or any other charge required
to be paid by Tenant hereunder, when the same shall become due and payable (it
being specifically understood and agreed that the term rent includes the rent
set forth in Article 3, the increases in any real estate or other taxes and any
charges incurred by Landlord on behalf of Tenant as referred to in this lease
or any other consideration under the lease that is identified as rent in this
lease), and such failure shall continue for five (5) days; or
(ii) fail to perform or observe any other term, provision, covenant,
condition or requirement of this lease on the part of Tenant to be performed or
observed, and such failure shall continue for ten (10) days after written
notice from Landlord;
then, upon the happening of either of the aforementioned "Defaults", this lease
shall, at Landlord's option, cease and determine and shall operate as a Notice
to Quit, any written Notice to Quit being hereby expressly waived. Landlord
may proceed to recover possession of said premises by virtue of any legal
process as may at the time be in operation and force in like cases relative to
proceedings between Landlord and Tenant, and Tenant shall pay for any court
costs relative to such proceedings and attorneys' fees (which must be
reasonable), or Landlord may at its option re-enter and re-rent the Demised
Premises for the account of Tenant, and in such event, Tenant's right of
possession shall thereupon cease and terminate, and Tenant shall remain liable
to Landlord for any and all damage, deficiency or loss of rent which Landlord
may sustain by such re-entry.
24. RELETTING. Should Landlord elect to re-enter, as herein
provided, or should it take possession pursuant to legal proceedings or
pursuant to any notice provided by law, it may either terminate this lease or
it may from time to time without terminating this lease, make such reasonable
alterations and premises, and relet said premises or any part thereof for such
term or terms (which may be for a term extending beyond the term of this lease)
and at such rental or rentals and upon other terms and conditions as Landlord
in its discretion may deem advisable; upon each such reletting all rentals
received by Landlord from such reletting shall be applied first, to the payment
of any indebtedness other than rent due hereunder from Tenant to Landlord;
second, to the payment of any costs and expenses of such reletting, including
brokerage fees and attorneys' fees and costs of such reasonable alterations and
reasonable repairs (which shall not include special alterations and repairs for
unusual specifications of the new tenant); third, to the payment of rent due
and unpaid hereunder; and the residue, if any, shall be held by Landlord and
applied in payment of future rent as the same may become due and payable
hereunder. If such rentals received from such reletting during any month be
less than that to be paid during that month by Tenant hereunder, Tenant shall
pay any such deficiency to Landlord. Such deficiency shall be calculated and
paid monthly. No such re-entry or taking possession of the Demised Premises by
Landlord shall be construed as an election on its part to terminate this lease
unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such reletting without termination, Landlord may at any
time thereafter elect to terminate this lease for any such previous breach.
Should Landlord at any time terminate this lease for any breach, in addition to
any other remedies it may have, it may recover from Tenant damages it may incur
by reason of such breach, including attorneys' fees (which must be reasonable)
and other costs of recovering the Demised Premises.
11
25. HOLD-OVER. If Tenant shall not immediately surrender the
Demised Premises on the day after the end of the term hereby created, then
Tenant shall, by virtue of this agreement, become a tenant by the month at
twice the rental agreed by said Tenant to be paid as aforesaid, commencing said
monthly tenancy with the first day next after the end of the term above
demised; and said Tenant as a monthly tenant, shall be subject to all of the
conditions and covenants of this lease as thought the same had originally been
a monthly tenancy. Each party hereto shall give to the other at least thirty
(30) days' written notice to quit the Demised Premises, except in the event of
non-payment of rent in advance or of the other additional rents provided for
herein when due, or of the breach of any other covenant by the said Tenant, in
which event Tenant shall not be entitled to any notice to quit, the usual
thirty (30) days' notice to quit being expressly waived; provided, however,
that in the event that Tenant shall hold over after the expiration of the term
hereby created, and if Landlord shall desire to regain possession of said
premises promptly at the expiration of the term aforesaid, then at any time
prior to the acceptance of the Landlord, at its election or option, may re-
enter and take by any legal action or process in force in the State of
Maryland.
26. SUBORDINATION. Tenant agrees that this lease shall be subject
and subordinate to the lien of any bona fide mortgages or deeds of trust that
may now or at any time hereafter be placed against the Demised Premises or the
Building by Landlord to secure money borrowed from any insurance company or
recognized financial institution. Tenant agrees, at any time hereafter, on
demand, to execute any instrument, release, or other documents that may be
required by Landlord for the purpose of subjecting and subordinating this lease
to the lien of any mortgage or deed of trust, whether original or substituted.
27. NOTICES. All notices required or desired to be given hereunder
by either party to the other shall be sent, postage prepaid, by certified or
registered mail. Notices to the respective parties shall be addressed as
follows:
If to Landlord: Xxxxxxxxx Village Associates
000 Xxxxxxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxx, Xxxxxxxx 00000
If to Tenant: Interstate General Company X.X.
Xxxxxxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxx, Xxxxxxxx 00000
28. GENDER; ASSIGNS AND SUCCESSORS. Feminine or neuter pronouns
shall be substituted for those of the masculine form, and the plural may be
substituted for the singular number, in any place or places herein in which the
context may require such substitution or substitutions. The term "Landlord" as
used in this lease, means only the owner for the time being of the Landlord's
interest in this lease; and, in the event of the sale, assignment or transfer
by such owner of the Landlord's interest in this lease, such owner shall
thereupon be released and discharged of all covenants and obligations of
Landlord hereunder thereafter accruing. Except as provided in the preceding
sentence, all of the covenants, agreements, terms, conditions, provisions and
undertakings in this lease shall inure to the benefit of, and shall extend to
and be binding upon, the parties hereto and their respective heirs, executors,
legal representatives, successors and assigns, to the same extent as if they
were in every case named and expressed; and wherever in this lease reference is
made to either of the parties hereto, it shall be held to include (whenever and
wherever applicable) such parties and their respective heirs, executors, legal
12
representatives, successors and assigns, to the same extent as if in each and
every case so expressed.
29. SUBLETTING AND ASSIGNMENT. Tenant will not assign, transfer,
mortgage or encumber this lease or sublet or rent (or permit occupancy or use
of) the Demised Premises, or any part thereof, without obtaining the prior
written consent of Landlord (which shall not be unreasonably withheld); nor
shall any assignment or transfer of this lease be effectuated by operation of
law or otherwise without the prior written consent of Landlord (which shall not
be unreasonably withheld). Landlord may condition its consent to any
assignment or subletting upon Tenant's agreement to pay to Landlord any excess
rent or other payment received by Tenant over Tenant's rental obligation to
Landlord hereunder, it being the intention of the parties that Tenant not
profit from any assignment or subletting. The consent by Landlord to any
assignment or subletting shall not be construed as a waiver or release of
Tenant from the terms of, or Tenant's liability under, any covenant or
obligation under this lease, nor shall the collection or acceptance of rent
from any such assignee, subtenant or occupant constitute a waiver or release of
Tenant or any covenant or obligation contained in this lease, nor shall any
such assignment or subletting be construed to relieve Tenant from obtaining the
consent in writing of Landlord to any further assignment or subletting. In the
event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the
rent due from any subtenant of Tenant and hereby authorizes each such subtenant
to pay said rent directly to Landlord, and Landlord's acceptance of rent from
such subtenant or assignee shall not be deemed to be a waiver of Tenant's
default hereunder or an acceptance of such subtenant or assignee. Any attempt
to assign this lease or to sublet all or any part of the Demised Premises
without the prior written consent of Landlord shall be void and of no force or
effect. IBC agrees, at any time, it will sublease space at IGC's request.
30. Intentionally left blank.
31. ADDITIONAL RENT. If Landlord shall incur any charge or expense
on behalf of Tenant under the terms of this lease, such charge or expense shall
be considered additional rents hereunder; in addition to and not in limitation
of any other rights and remedies which Landlord may have in case of the failure
by Tenant to pay such sums when due, such nonpayment shall entitle Landlord to
the remedies available to it hereunder for non-payment of rent. All such
charges or expenses shall be paid to Landlord at its office in St. Xxxxxxx,
Maryland, or at such other place and to such other person as Landlord may from
time to time designate in writing.
32. ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from time
to time, upon not less than five (5) days prior written notice by Landlord, to
execute, acknowledge and deliver to Landlord or to such person(s) as may be
designated by Landlord, a statement in writing (i) certifying that Tenant is in
possession of the Demised Premises, has unconditionally accepted the same and
is currently paying the rents reserved hereunder, (ii) certifying that this
lease is unmodified and in full force and effect (of if there have been
modifications, that the lease is in full force and effect as modified and
stating the modifications), (iii) stating the dates to which the rent and other
charges hereunder have been paid by Tenant, (iv) stating whether or not to the
best knowledge of Tenant, Landlord is in default in the performance of any
covenant, agreement or condition contained in this lease, and, if so,
specifying each such default of which notices to Tenant should be sent.
Notwithstanding the foregoing, Tenant need only deliver such an estoppel
certificate where the requirement is imposed by a third party in connection
with the potential sale or refinancing of the Shopping Center. Any such
13
statement delivered pursuant hereto may be relied upon by any owner of the
Shopping Center, any prospective purchaser of the Shopping Center, any
mortgagee or prospective mortgagee of the Shopping Center or of Landlord's
interest, or any prospective assignee of any such mortgagee.
33. QUIET ENJOYMENT. Landlord warrants that it has the right to
make this lease for the term aforesaid; that it will put Tenant into complete
and exclusive possession of the Demised Premises, free from all orders,
restrictions and/or notices of any public or quasi-public authority or from any
individual. Landlord covenants that if Tenant pays the rent and all other
charges provided for herein, performs all of its obligations provided for
hereunder, and observes all of the other provisions hereof, Tenant shall at all
times during the term hereof peaceably and quietly have, hold and enjoy the
Demised Premises, without any interruption or disturbance from Landlord, or
anyone claiming through or under Landlord, subject to the terms hereof.
34. NO WAIVER. No waiver of any breach of any covenant, condition
or agreement herein contained shall operate as a waiver of the covenant,
condition or agreement itself, or of any subsequent breach thereof.
35. OUTPARCEL. Landlord shall the right to remove from the Shopping
Center, sell, or separately develop any out parcels whereupon such out parcels
shall, at the option of the Landlord, be removed from the definition of the
Shopping Center.
36. PARTIAL INVALIDITY. If any term, covenant or condition of this
lease or the application hereof to any person or circumstance shall, to any
extent, be held invalid or unenforceable, the remainder of this lease or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant and condition of this lease shall be
valid and enforced to the fullest extent permitted by law.
37. RULES AND REGULATIONS. Tenant shall at all times comply with
the rules and regulations set forth on Exhibit "C" attached hereto, and with
any additions thereto and modifications thereof adopted from time to time by
Landlord, and each such rule or regulation shall be deemed to be a covenant of
this lease to be performed and observed by Tenant.
38. APPLICABLE LAW. This lease shall be construed under the laws of
the State of Maryland.
39. CAPTIONS AND HEADINGS. Captions and headings are for
convenience and reference only.
40. JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporations, partnerships or other business associations (or any combination
of two or more thereof) shall sign this lease as Tenant, the liability of each
such individual, corporation, partnership, or other business association to pay
rent and perform all other obligations hereunder shall be deemed to be joint
and several. In like manner, if the Tenant named in this lease shall be a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be joint and several.
41. MODIFICATION. This writing is intended by the parties as the
final expression of their agreement and as a complete and exclusive statement
of the terms thereof, all negotiations, considerations and representations
14
between the parties having been incorporated herein. No course of prior
dealings between the parties or their affiliates shall be relevant or
admissible to supplement, explain, or vary any of the terms of this lease.
Acceptance of, or acquiescence in, a course of performance rendered under this
or any prior agreement between the parties of their affiliates shall not be
relevant or admissible to determine the meaning of any of the terms of this
lease. No representations, understandings, or agreements have been made or
relied upon in the making of this lease other than those specifically set forth
herein. This lease can only be modified by a writing signed by all of the
parties hereto or their duly authorized agents.
42. NO DISCRIMINATION. It is intended that the Shopping Center be
developed so that all prospective Tenants thereof, and all customers,
employees, licensees and invitees of all Tenants shall have the opportunity to
obtain all the goods, services, accommodations, advantages, facilities and
privileges of the Shopping Center without discrimination because of race,
creed, color, national origin or ancestry. To that end, Tenant will not
discriminate in the conduct and operation of its business in the Demised
Premises against any person or group or persons because of the race, creed,
color, national origin, or ancestry of such person or group of persons.
43. NO OPTION. The submission of this lease for examination does
not constitute a reservation of or option for the Demised Premises, and this
lease becomes effective only upon execution and delivery thereof by Landlord.
44. Intentionally left blank.
45. MASTER LEASE. Tenant acknowledges that it has been informed
(and agrees) that (i) Landlord might not be, now or in the future, the owner of
the fee interest in the Demised Premises or the Shopping Center or the ground
underlying the Demised Premises or the Shopping Center; and (ii) if Landlord is
not now or in the future the owner of such fee interest, Landlord is or may be
the owner of a leasehold interest in the Demised Premises or the Shopping
Center or the ground underlying the Demised Premises or the Shopping Center
(subject to certain encumbrances) pursuant to a Master Lease. Wherever the
terms "Master Lease" or "master lease" or "Leasehold Interest" or "leasehold
interest" are used in this Lease, they shall be deemed to mean and include
respectively the master lease and leasehold interest referred to in this
paragraph and the terms "Master Lessor" or "master lessor" shall be deemed to
mean and include the lessor under such master lease.
46. IBC agrees to install at no cost to Tenant, new carpet, paint,
refurbish bathrooms, install vinyl window blinds, replace lobby floor tile and
various other items that may need attention.
47. IBC agrees to provide a space planner for the demised premises
at no cost to Tenant, for revamping office space and IBC will make the changes
required by the space plan at no cost to the Tenant.
48. WAIVER OF JURY TRIAL. Tenant hereby waives all rights to trial
by jury in any claim, action, proceeding or counterclaim by either Landlord or
Tenant against the other or any matters arising out of or in any way connected
with this lease, the relationship of Landlord and Tenant and/or Tenant's use or
occupancy of the Demised Premises.
15
IN WITNESS WHEREOF, and intending that this lease be a sealed
instrument, Landlord and Tenant have executed this lease under seal on the
dates indicated beneath their respective signatures.
XXXXXXXXX VILLAGE ASSOCIATES
(a Maryland Limited Partnership)
INTERSTATE BUSINESS CORPORATION,
GENERAL PARTNER
/s/ Xxxx Xxxxxx
------------------------- By: /s/ J. Xxxxxxx Xxxxxx
WITNESS ---------------------------------------
Date of Execution
by Landlord: August 28, 1995
------------------------------
INTERSTATE GENERAL COMPANY L.P.
INTERSTATE GENERAL MANAGEMENT
CORPORATION, GENERAL PARTNER
/s/ Xxxxxx Xxxxx
------------------------- by Tenant: /s/ Xxxx X. Xxxx
WITNESS ---------------------------------
State of Maryland )
) SS:
County of Xxxxxxx )
Before me, a Notary Public in and for the jurisdiction aforesaid,
personally appeared this date, Xxxx X. Xxxx, personally well known (or
satisfactorily proven) to me to be the Senior Vice President and Secretary of
Interstate General Management Corporation, a Delaware corporation, who, being
by me first duly sworn, did acknowledge that he/she, as the duly authorized
officer of said Corporation, executed the foregoing and annexed Instrument, in
the name and on behalf of said Corporation, as its free act and deed for the
uses and purposes therein contained.
WITNESS my hand and official seal this 28th day of August, 1995.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
NOTARY PUBLIC
My Commission Expires June 10, 1998
16
RIDER "A"
The foregoing and attached Lease, dated August 25, 1995, between
Xxxxxxxxx Village Associates, a Maryland Limited Partnership, as Landlord, and
Interstate General Company L.P., as Tenant, is modified, amended, and/or
supplemented as hereinafter set forth, and any language of or provision in said
Lease inconsistent or in conflict with the following, and not herein expressly
referred to, shall be deemed appropriately amended or modified:
Article 2 of the Lease is hereby amended by adding the following
provisions immediately after the last sentence in said Article 2:
Provided that (i) this Lease is in full force and effect,
(ii) Tenant is in possession of the demised premises and
(iii) Tenant is not in default (beyond any grace period
granted in the Lease for curing the same) under any of the
terms, conditions or provisions hereof, Tenant shall have
the right, at its option, to extend the term of this Lease
for two (2) additional periods ("Renewal Periods") of five
(5) years each, by giving written notice thereof to
Landlord at least six (6) months but not more than nine (9)
months prior to the end of the initial term hereof, in the
case of the first renewal option, and at least six (6)
months but not more than nine (9) months prior to the end
of the then current Renewal Period, in the case of each
successive Renewal Period (if any). Unless expressly
provided herein to the contrary, the Renewal Period (or
Renewal Periods, if more than one) shall be upon the same
terms, conditions and provisions, and at the same rental
(subject to the adjustment herein elsewhere provided) as
set forth herein with respect to the initial term hereof.
Initialled for Landlord: Initialled for Tenant:
/s/ JMW /s/ JEH
------------------------ ----------------------
17
XXXXXXXXX VILLAGE CENTER - OFFICE LEASE
EXHIBIT "C"
Rules and Regulations
Tenant shall, at all times during the term of the lease:
1. Use, maintain and occupy the Demised Premises in a careful,
safe, proper and lawful manner and keep said premises and its appurtenances in
a clean and safe condition;
2. Keep the Demised Premises in a clean, orderly and sanitary
condition, free of insects, rodents, vermin and other pests;
3. Not permit undue accumulations of garbage, trash, rubbish and
other refuse in the Demised Premises, and keep refuse in closed containers
within the interior of the premises until removed.
4. Not use, permit or suffer the use of any apparatus or
instruments for musical or other sound reproduction or transmission in such
manner that the sound emanating therefrom or caused thereby shall be audible
beyond the interior of the Demised Premises;
5. Keep all mechanical apparatus free of vibration and noise which
may be transmitted beyond the confines of the Demised Premises;
6. Not cause or permit objectional odors to emanate or be dispelled
from the Demised Premises;
7. Not overload the floors or electrical wiring and not install any
additional electrical wiring or plumbing without Landlord's prior written
consent;
8. Keep all glass in the doors and windows of the premises clean
and in good repair;
9. Not solicit business in the common areas of the Shopping Center
or distribute handbills or other advertising materials in the common areas, and
if this provision is violated the Tenant shall pay Landlord the cost of
collecting same from the common areas for trash disposal.
