EXHIBIT 10.13(a)
▇▇▇▇▇▇▇ CENTER SOUTH OFFICE LEASE
FOR
SIGNET BANK
Index
1. Leased Premises ................................................... 1
2. Term .............................................................. 1
3. INTENTIALLY OMITTED ............................................... 1
4. Use ............................................................... 1
5. Basic Annual Rent ................................................. 2
5.1 Definitions ...................................................... 2
5.2 Rent Adjustment-Taxes ............................................ 5
5.3 Rent Adjustment-Expenses ......................................... 5
5.4 Payments ......................................................... 6
6. Requirements of Law ............................................... 6
7. Certificate of Occupancy .......................................... 7
8. Contest--Statute, Ordinance, etc .................................. 7
9. Tenant's Improvements ............................................. 7
10. Condition of Premises ............................................. 7
11. Conduct on Premises ............................................... 8
12. Insurance ......................................................... 8
13. Rules and Regulations ............................................. 9
14. Mechanics' and Materialmen's Liens and Other Liens ................ 9
15. Tenant's Failure to Perform ....................................... 9
16. Loss, Damage, Injury .............................................. 10
17. Destruction--Fire or Other Casualty ............................... 10
18. Eminent Domain .................................................... 11
19. Assignment ........................................................ 12
20. Defaults .......................................................... 12
21. Elevators, Heat, Cleaning ......................................... 15
22. Electric Current .................................................. 15
23. Intentionally Omitted ............................................. 15
24. Several Liability ................................................. 15
25. Acceptance of Leased Premises ..................................... 15
26. Inability to Perform .............................................. 15
27. No Waivers ........................................................ 16
28. Access to Premises and Change in Services ......................... 16
29. Estoppel Certificates ............................................. 16
30. Subordination ..................................................... 16
31. Attornment ........................................................ 17
32. Notices ........................................................... 17
33. Landlord's Liability .............................................. 17
34. Severability ...................................................... 18
35. Captions .......................................................... 18
36. Brokers ........................................................... 18
37. Recordation ....................................................... 18
38. Successors and Assigns ............................................ 18
39. Holding Over ...................................................... 18
40. Intentionally Deleted ............................................. 19
41. Environmental Assurances .......................................... 19
(a) Covenants ....................................................... 19
(b) Indemnification ................................................. 19
(c) Definitions ..................................................... 19
42. Waiver of Jury Trial .............................................. 20
43. Miscellaneous ..................................................... 20
44. Authority ......................................................... 21
Exhibits
Exhibit A - Leased Premises
Exhibit B - Plans and Specifications for Tenant's Work Including Vault
Exhibit C - Rules and Regulations
▇▇▇▇▇▇▇ CENTER SOUTH
OFFICE LEASE
THIS AGREEMENT OF LEASE is made this 9/th/ day of February, 1996 by and
between AREA 16B ASSOCIATES LIMITED PARTNERSHIP, a Limited Partnership formed
under the laws of the State of Maryland ("Landlord"), and SIGNET BANK, formerly
known as Union Trust Company of Maryland and also formerly known as Signet
Bank/Maryland ("Tenant").
WITNESSETH that the parties hereby agree as follows:
1. Leased Premises. (a) Landlord is the developer of the ▇▇▇▇▇▇▇ CENTER
SOUTH building (the "Building"), an office tower and commercial complex located
at the northwest corner of Lombard and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Landlord does hereby lease unto Tenant, and Tenant does hereby rent from
Landlord, that portion of the Building on the lobby floor containing in the
aggregate two thousand fifteen (2,015) rentable square feet (the "Leased
Premises") and consisting of those two areas as more particularly described on
the schedule attached hereto as Exhibit "A", initialed by the parties and made a
part hereof. Tenant hereby accepts the Leased Premises in "AS-IS" condition,
having occupied the same since 1975 pursuant to a prior lease agreement dated
November 1, 1973 (the "Existing Lease"). The Existing Lease shall expire
simultaneously with the Commencement Date of this Lease. Notwithstanding the
foregoing, Tenant shall continue to be obligated for liabilities incurred under
the Existing Lease prior to the Commencement Date.
(b) Landlord shall, at its cost, undertake the work necessary to
demise the Leased Premises from the area leased pursuant to the Existing Lease,
which demising work shall include providing a dedicated HVAC unit for the Leased
Premises. All work within the Leased Premises shall be done at Tenant's sole
cost and expense and in accordance with the provisions of Section 9 below.
Landlord grants Tenant, at Tenant's cost, the right to install a vault (the
"Vault") within the Leased Premises in accordance with plans and specifications
attached hereto as Exhibit B, provided, however, Tenant provides all additional
support which may be required to accommodate said vault.
2. Term. This Lease shall be for a term of ten (10) years (the "Lease
Term") commencing on February 1, 1996 (the "Commencement Date") and terminating
at 11:59 p.m. on the last day of the 10th full lease year thereafter, unless
otherwise terminated in accordance with the provisions hereof.
3. INTENTIALLY OMITTED.
4. Use. Landlord and Tenant expressly agree that the Leased Premises
shall be used or occupied by Tenant for the operation of a commercial bank, and
providing other financial services and affiliated functions thereto and for no
other purpose whatsoever. To the extent it may legally do so, Landlord hereby
agrees that it will not enter into any lease of space in the Building for use
(other than for offices) as a commercial bank, savings bank, or savings and loan
institution; provided, however, Landlord shall not be precluded from entering
into any lease of
space in the Building for use in connection with affiliated functions of a bank
(provided that said functions are not performed by a subsidiary of a bank
holding company) including, by way of example and not by way of limitation, an
institution or organization for automobile leasing or financing, a credit
company, a finance company, etc. Tenant hereby agrees that it will indemnify
Landlord and save it harmless from and against any and all claims, actions,
damages, liabilities and expenses (including reasonable attorneys' fees) in
connection with or arising out of the existence or enforcement of the provisions
of this Section 4.
5. Basic Annual Rent. Tenant shall pay to Landlord during the Lease Term
"Basic Annual Rent" in the amounts and for the periods set forth below:
Basic Annual Monthly
Rent Installments
---------------- -----------------
February 1, 1996-January 31, 2001 $39,856.70 $3,321.39
February 1, 2001-January 31, 2006 $46,909.20 $3,909.10
without any deductions or set-offs, and without demand, in advance on the first
(1st) day of each and every month for which payment is applicable (e.g., April's
rent is due on or before April 1) during the Lease Term.
5.1. Definitions. For purposes hereof, the following meanings or
definitions shall apply:
(a) "Rentable Area of the Building" shall, for all purposes of
this Lease, be deemed to be 299,667 square feet.
(b) Rentable Area of the Leased Premises" shall, for all purposes
of this Lease, be deemed to be two thousand fifteen (2,015) square feet. Thus,
for purposes of various adjustments hereinafter referred to, Tenant's pro rata
portion shall be sixty-seven hundredths percent (.67%) (2,015/299,667)
("Tenant's Portion").
(c) The "Base Tax Year" shall be July 1, 1995 - June 30, 1996.
(d) The "Base Operating Year" shall be the 1996 calendar year.
(e) "Operating Year" shall mean each respective calendar year
during the Lease Term or any renewal of this Lease, or, at the option of
Landlord, each respective fiscal year of the Landlord, during the Term or any
renewal term of this Lease.
(f) "Building Expenses" shall be those expenses paid or incurred
by Landlord in connection with managing maintaining, operating and repairing the
Building and the common` areas of the Real Property or any part thereof, in a
manner deemed reasonable and appropriate by Landlord and shall include, without
limitation, all costs and expenses of the following; provided, however, that
Building Expenses shall specifically exclude all but twelve
2
percent (12%) of Landlord's costs for (x) electricity, steam and fuel used in
lighting, heating and air conditioning the Building; (y) maintenance of heating,
ventilating and air conditioning equipment in the Building; and (z) janitorial
services for the Building:
(1) Operating, repairing, lighting, cleaning, and
insuring (including the cost of premiums for liability insurance for personal
injury, death, property damage and business interruption, and workmen's
compensation insurance covering personnel) the Real Property or any part thereof
including the Building, as well as all costs incurred in removing snow, ice and
debris therefrom and of policing and regulating traffic with respect thereto and
depreciation of movable machinery and equipment therein;
(2) Electricity, steam and/or any other fuel used in
lighting, heating, ventilating and air conditioning the Building and the common
areas of the Real Property;
(3) Maintenance of mechanical and electrical
equipment including heating, ventilating and air conditioning equipment;
(4) Security, cleaning and janitorial services
including equipment, uniforms, supplies and sundries used in connection
therewith;
(5) Operation and maintenance of elevators,
stairways, rest rooms, lobbies, hallways and other internal and external common
areas of the Real Property;
(6) Maintenance of and signage for the driveways,
parking areas, sidewalks, steps and landscaping on the Real Property;
(7) Repainting and redecoration of all common areas;
(8) Sales or use taxes on supplies or services;
(9) Management fees, wages, salaries and compensation
of all persons engaged in the maintenance, operation or repair of the Building
(including Landlord's share of all payroll taxes);
(10) Administration costs, including, legal,
accounting, engineering and other professional fees and expenses;
(11) All other items which would be considered as
procured or incurred in maintaining, operating, leasing, or repairing the
Building or the common areas of the Real Property under sound management and
accounting principles; and
(12) The cost of any capital improvement (amortized or
depreciated over such reasonable period as Landlord shall determine together
with the interest at a fluctuating rate per annum which is at all times equal to
the interest rate for federal funds as reported from time to time in the Wall
Street Journal on the unamortized balance) made to the
3
Building by Landlord which results in more efficient operation of the Building
or made to the Building by Landlord after the date of this Lease that is
required under any governmental law or regulation that was not applicable to the
Building at the time it was constructed.
Building Expenses shall not include the cost of any capital improvements other
than those stated in subsection 5.1(d)(12), as determined under sound accounting
principles, or the cost of work which the Landlord performs specifically for,
and/or at the expense of, any particular tenant, nor shall they include any cost
or expense related to the presence of any Hazardous Substances (hereinafter
defined) on, in or under the Building.
(g) "Taxes" shall mean any present or future federal, state,
municipal, local and/or any other taxes, assessments, levies, benefit charges,
and/or other governmental and/or private impositions (including business park
charges and dues), levied, assessed and/or agreed to be imposed upon the Real
Property of which the Leased Premises are a part or any part or parts of said
Real Property, or upon the rent due and payable hereunder, whether or not now
customary or within the contemplation of the parties hereto and regardless of
whether the same shall be extraordinary or ordinary, general or special,
foreseen or unforeseen, or similar or dissimilar to any of the foregoing but
shall not include any inheritance, estate, succession, income, profits or
franchise tax; provided, however, if at any time during the Lease Term or any
extension thereof the method of taxation prevailing at the commencement of the
term shall be altered or eliminated so as to cause the whole or any part of the
items listed in the first part of this subsection (g) to be replaced by a levy,
assessment or imposition, wholly or partly as a capital levy, or otherwise, on
the rents or income (provided the tax on such income is not a tax levied on
taxable income generally) received from the Building, wholly or partly in place
of an imposition on or as a substitute for, or an increase of, taxes in the
nature of real estate taxes issued against the Real Property, then the charge to
Landlord resulting from such altered or replacement method of taxation shall be
deemed to be within the definition of "Taxes". All reasonable expenses incurred
by Landlord (including attorneys' fees and costs) in contesting any increase in
Taxes or any increase in the assessment of the Real Property shall be included
as an item of Taxes for the purpose of computing additional rent due hereunder.
(h) "Real Property" shall mean the Building, the land upon which the
Building is situated and all fixtures, equipment and other improvements in or
upon said land and/or Building (excluding Tenant's personal property), and shall
include, without limitation, the sidewalks, area ways, gardens, lawns, parking
or loading areas.
(i) "Rental Year", "rental year", "Lease Year", or "lease year" shall
mean each respective period of twelve (12) successive calendar months during the
Lease Term or any renewals of this Lease commencing with the first full calendar
month during the Lease Term. If the Commencement Date does not occur on the
first day of a month, the first rental year shall include the twelve calendar
months and the period from the Commencement Date until the first day of the
following month.
(j) "Business day" shall mean weekdays on which a majority of tenants
in the Building calculated by number and not by square footage are open for
normal business operations.
4
5.2. Rent Adjustment-Taxes. In the event that the Taxes levied or
assessed against the Real Property for any tax year while this Lease is in
effect shall be greater than the Taxes paid in the Base Tax Year, Tenant shall
pay to Landlord, as additional rent (subject to further adjustments in the event
of other increases or decreases in Taxes), an amount equal to Tenant's Portion
of such excess.
Until such time as the actual Taxes for any tax year are determined,
Landlord shall have the right to reasonably estimate such Taxes, and Tenant
shall pay, on the first day of each calendar month, such amounts as are equal to
one-twelfth of Landlord's estimate of Tenant's Portion of such tax increase for
such year. At any time during a tax year, Landlord may revise its estimate of
Tenant's Portion of such tax change and adjust Tenant's equal monthly
installments payable thereafter during the tax year to reflect such revised
estimate.
Within sixty (60) days after Landlord's receipt of tax bills for each tax
year, or such reasonable (in Landlord's determination) time thereafter, Landlord
will certify to Tenant the amount of Taxes for the tax year in question and the
amount of Tenant's Portion thereof. Tenant's Portion of such increase which is
paid or payable for each tax year shall be adjusted between Landlord and Tenant,
both Landlord and Tenant hereby agreeing that Tenant shall pay Landlord or
Landlord shall credit to Tenant's account (or, if such adjustment is at the end
of the Term, pay Tenant), as the case may be, within thirty (30) days of the of
aforesaid certification to Tenant, such amount necessary to effect such
adjustment. The failure of Landlord to provide such certification within the
time prescribed above shall not relieve Tenant of its obligations generally or
for the specific tax year in which any such failure occurs.
As of the date of this Lease, the tax year is a fiscal year commencing July
1. If the appropriate authorities shall hereafter change the tax year to a
calendar year, or to a fiscal year commencing on a date other than July 1,
appropriate adjustments shall be made with respect to any additional rent or
credits, due hereunder.
5.3. Rent Adjustment-Expenses. In the event that the Building Expenses
for any Operating Year while this Lease is in effect shall be greater than the
Building Expenses paid in the Base Operating Year (the difference shall herein
be referred to as the "Increase in Expenses"), Tenant shall pay to Landlord, as
additional rent, an amount equal to Tenant's Portion of the Increase in
Expenses.
Until such time as the actual Increase in Expenses for any year is
determined, Landlord shall have the right to reasonably estimate such Increase,
and Tenant shall pay, simultaneously with the monthly rent payments, such
amounts as are equal to one-twelfth of Landlord's estimate of Tenant's Portion
of such Increase in Expenses for each year. At any time during an Operating
Year, Landlord may revise its estimate of Tenant's Portion of such Increase in
Expenses and adjust Tenant's monthly installments payable thereafter to reflect
such revised estimate.
Landlord shall deliver to Tenant within one hundred twenty (120) days (or
such additional time thereafter as is reasonable under the circumstances), after
the end of each Operating Year, a statement of the Building Expenses for such
period and Tenant's Portion
5
thereof. Tenant's Portion of such increase which is paid or payable for such
year shall be adjusted between Landlord and Tenant, the parties hereby agreeing
that Tenant shall pay Landlord or Landlord shall credit Tenant's account or (if
such adjustment is at the end of the Lease Term, pay Tenant), as the case may
be, within thirty (30) days of the receipt of such statement, such amounts as
may be necessary to adjust Tenant's payment of Tenant's Portion of the Increase
in Expenses for such preceding period.
Upon reasonable notice, Landlord shall make available for Tenant's
inspection at Landlord's office, during normal business hours, Landlord's
records relating to the Building Expenses for such preceding period; provided,
however, that unless Tenant shall have given Landlord written notice of its
exception to any such statement for additional rent within sixty (60) days after
delivery thereof, the same shall be conclusive and binding on Tenant; and
provided, further that in the event that Tenant shall give to Landlord written
notice of its exception to such statement within such sixty (60) day period,
Tenant shall nevertheless be obligated to pay the additional rent pursuant to
the provisions of this Section, but shall have the right, following such
payment, to contest the amount set forth in such statement in a court of
competent jurisdiction without being in breach or default of this Lease.
5.4. Payments. All payments or installments of any rent hereunder,
other than Basic Annual Rent, and all sums whatsoever due under this Lease
(including attorneys' fees) shall be deemed additional rent and shall be paid to
Landlord at the address designated by Landlord. If any rent or additional rent
is not paid when due, such arrearage shall bear a late charge of Five Dollars
($5.00) for each day such sum is in arrears in consideration of Landlord's
additional expense caused by such failure to pay. Time is of the essence with
respect to Tenant's monetary obligations in this Lease. Any such additional
rent, unless otherwise stated, shall be due within thirty (30) days after the
Landlord has submitted a written statement to Tenant showing the amount due and
such obligation shall survive the expiration or sooner termination of the Lease
Term.
Notwithstanding the provisions of Section 5.4 and Section 20 (a) (4) of the
Lease, Tenant shall not be deemed to have defaulted with respect to its covenant
to pay, on or before the due date thereof, rent or other sums for which Tenant
is obligated pursuant to this Lease, or be liable for the payment of late
charges as provided in this Section 5.4 unless, following notice, the Tenant
fails to cure such nonpayment within a period of five (5) days; provided,
however, that these notice and cure provisions shall be of no further force and
effect, and shall be and become null and void for each period of twelve (12)
months immediately succeeding any consecutive twelve (12) month period during
which Landlord gives two (2) notices of default pursuant to this Section 5.4.
Notice may be validly given at any time after Tenant's failure to make payment
of rent or other payments on the date on which each such payment is due.
6. Requirements of Law. Tenant shall, at the sole cost and expense of
Tenant, observe and comply with all laws, requirements, rules, orders,
ordinances and regulations of the City, County, State and Federal Governments
and of the local Board of Fire Underwriters having jurisdiction and/or any other
corporation, body or organization possessing similar authority and exercising
similar functions, now or hereafter in force and effect and applicable to the
Leased Premises or the Real Property, and to the then occupation thereof;
provided, however, that
6
Landlord and not Tenant shall make all structural changes and correct all
structural defects in the Building necessary to comply with requirements of law,
and make all repairs, changes or alterations necessary because the Building was
not constructed in compliance with any of said laws, requirements, rules,
orders, ordinances or regulations.
7. Certificate of Occupancy. Tenant shall not use or occupy the Leased
Premises for any purpose or in any way in violation of any certificate of
occupancy, permit or other governmental or private consent or regulation issued
for or respecting the Building and/or the Leased Premises.
8. Contest--Statute, Ordinance, etc. Tenant may, after notice to Landlord,
by appropriate proceedings conducted promptly at Tenant's own expense in
Tenant's name and whenever necessary in Landlord's name, contest in good faith
the validity or enforcement of any statute, ordinance, law, order, regulation or
requirement and may similarly contest any assertion of violation of any
certificate of occupancy, permit or any consent issued for the Building. Tenant
may, pending such contest, defer compliance therewith if, in the opinion of
counsel for Landlord, such deferral will not subject either the Landlord or the
Leased Premises or the Real Property (or any part thereof) to any penalty, fine
or forfeiture, and if Tenant shall post a bond with corporate surety approved by
Landlord sufficient, in Landlord's opinion, fully to indemnify Landlord from
loss.
9. Tenant's Improvements. Tenant agrees that it will make all improvements
to the Leased Premises at its sole cost and expense. However, Tenant shall not
make any alterations, decorations, installation, additions or improvements to
the Leased Premises, including, but not limited to, the installation of any
fixtures, amenities, equipment, appliances, or other apparatus, without
Landlord's prior written consent, and then only by contractors or mechanics
employed or approved by Landlord. All such work, alterations, decorations,
installations, additions or improvements shall be done at Tenant's sole expense
and at such times and in such manner as Landlord may from time to time
designate. All alterations, decorations, installations, additions or
improvements made by either of the parties hereto upon the Leased Premises,
except movable office furniture and trade fixtures put in at the expense of
Tenant, shall be the property of Landlord and shall remain upon and be
surrendered with the Leased Premises at the termination of this Lease without
molestation or injury; provided, however, that Landlord may elect to require
Tenant to remove all or any part of said alterations, decorations,
installations, additions or improvements at the expiration of this Lease, in
which event such removal shall be done at Tenant's expense, and Tenant shall, at
its expense, repair any damage to the Leased Premises and/or the Building caused
by such removal or by the removal of its personalty.
10. Condition of Premises. Tenant shall, during the Lease Term, keep the
Leased Premises and the improvements and appurtenances therein in good order and
condition, and at the expiration of the Lease Term, or at the sooner termination
of this Lease as herein provided, deliver up the same in good order and
condition, ordinary wear and tear excepted, as at the beginning of the tenancy,
broom clean, damage by fire or other insured casualty excepted, and, subject to
the provisions of Section 9 hereof, Tenant shall remove all of its property
therefrom (including, without limitation, the Vaults) prior to such termination.
Any items of Tenant's personalty remaining in the Leased Premises after the
termination of the Lease shall be deemed
7
abandoned by Tenant and become the sole property of Landlord. Notwithstanding
the foregoing, any costs incurred by Landlord in storing and/or disposing of
such abandoned property shall remain the sole obligation of Tenant, which
obligation shall survive the termination of this Lease. Tenant shall pay for all
damage to the Building, its fixtures and appurtenances, as well as all damage
sustained by the tenants or occupants of the Building due to any waste, misuse
or neglect of the Leased Premises, its fixtures and appurtenances, by Tenant,
its employees or any other person or persons upon the Leased Premises. Tenant
shall not place a load upon any floor of the Leased Premises exceeding the floor
load per square foot, which such floor was designed to carry and which may be
allowed by law. There shall be no allowance to Tenant for a diminution of rental
value, no abatement of rent, and no liability on the part of Landlord by reason
of inconvenience, annoyance or injury to business arising from Landlord, Tenant
or others making repairs, alterations, additions or improvements in or to any
portion of the Real Property or Leased Premises, or in or to fixtures,
appurtenances or equipment thereof, and no liability upon Landlord for failure
of Landlord or others to make any repairs, alterations, additions or
improvements in or to any portion of the Building or of the Leased Premises, or
in or to the fixtures, appurtenances or equipment thereof and the foregoing
shall not be construed to mean that Landlord has any such obligations.
11. Conduct on Premises. Tenant shall not do, or permit anything to be
done in the Leased Premises, or bring or keep anything therein which will, in
any way, increase the rate of fire insurance on the Building, or invalidate or
conflict with the fire insurance policies on the Building, fixtures or on
property kept therein or obstruct or interfere with the rights of the Landlord
or other tenants, or in any other way injure or annoy Landlord or the other
tenants, or subject Landlord to any liability for injury to persons or damage to
property, or interfere with the good order of the Building, or conflict with the
laws, rules or regulations of any Federal, state or municipal authority, or the
Insurance Services Office of Maryland. Tenant agrees that any increase in fire
or other insurance premiums on the Building or contents caused by the occupancy
of Tenant, and any expense, loss, damage, or cost incurred in consequence of
negligence, carelessness or the intentional or willful action of Tenant,
Tenant's employees, agents, licensees, servants, or invitees shall, as they
accrue, be added to the rent heretofore reserved and be paid as a part thereof;
and Landlord shall have all the rights and remedies for the collection of same
as are conferred upon Landlord for the collection of rent provided to be paid
pursuant to the terms of this Lease.
12. Insurance.
(a) At all times during the Lease Term, Tenant, at its sole cost and
expense, shall provide and keep in full force and effect a policy of public
liability and property damage insurance, naming Landlord and Manekin Corporation
as insureds, as their interests may appear, with respect to the Leased Premises
and the business of Tenant in, on, within, from or connected with the Leased
Premises, pursuant to which the limits of liability shall be $1,000,000.00 in
respect to any one occurrence, and in respect to the aggregate, at least
$2,000,000.00 in respect to the combined limit of liability. Said insurance
policy shall contain a clause that the insurer will not cancel or change the
insurance without first giving Landlord thirty (30) days prior written notice.
Said insurance policy shall be carried with an insurance company approved by
8
Landlord, and a certificate of insurance shall be delivered to Landlord at the
inception of each policy and renewal thereof.
(b) Landlord and Tenant hereby mutually waive all claims for recovery
from the other for any loss or damage to any of Landlord's property or Tenant's
property insured under valid and collectible insurance policies to the extent of
any recovery for loss insured thereunder and, to that end, the parties agree to
a mutual subrogation clause to be inserted or endorsed on each policy setting
forth that the insurance shall not be invalidated in the event that the insured
should waive in writing prior to any loss, any or all right of recovery against
the other party for any insured loss.
13. Rules and Regulations. Tenant agrees to be bound by the rules and
regulations set forth on the schedule attached hereto as Exhibit "C" and
incorporated by reference herein. Landlord shall have the right, from time to
time, to issue additional or amended reasonable rules and regulations regarding
the use of the Building. When so issued, the same shall be considered a part of
this Lease and Tenant covenants that said additional or amended rules and
regulations shall likewise be faithfully observed by Tenant, the employees of
Tenant and all persons invited by Tenant into the Building. Landlord shall not
be liable to Tenant for the violation of any of the said rules and regulations,
or the breach of any covenant or condition in any lease, by any other tenant in
the Building, but Landlord shall use commercially reasonable efforts to cause
such other tenant to comply with the rules and regulations.
14. Mechanics' and Materialmen's Liens and Other Liens. Tenant shall not
do or suffer to be done any act, matter or thing whereby the Leased Premises (or
Tenant's interest therein), or any part thereof, may be encumbered by any
mechanics' or materialmen's lien and/or any other lien or encumbrance. Tenant
shall discharge, within ten (10) days after the date of filing, any mechanics'
or materialmen's liens and/or any other lien or encumbrance filed against the
Leased Premises (or Tenant's interest therein), or any part thereof , purporting
to be for work or material furnished or to be furnished to Tenant. For purposes
of this Lease, discharge shall mean a dismissal of such lien by a court of
competent jurisdiction, or the posting by Tenant of a bond or other collateral
satisfactory to Landlord so as to release the Leased Premises from the operation
and effect of said lien. Landlord shall not be liable for any work or materials
furnished or to be furnished to Tenant upon credit, and no mechanics',
materialmen's or other lien for work or material shall attach to or affect the
reversionary, leasehold or other estate or interest of Landlord in and to the
Leased Premises, the Building and/or the Real Property.
15. Tenant's Failure to Perform. In the event that Tenant fails, after
fifteen (15) days' written notice from Landlord, to keep the Leased Premises in
good condition and state of repair, or to commence and continuously make
required repairs, or to do any act or make any payment or perform any term or
covenant on Tenant's part required under this Lease or otherwise fails to comply
herewith, Landlord may (at its option, but without being required to do so)
immediately, or at any time thereafter and without notice, perform the same for
the account of Tenant (including entering upon the Leased Premises at all
reasonable hours to make repairs and to do any act or to make any payment which
Tenant has failed to do or to make), and if Landlord makes any expenditures or
incurs any obligations for the payment of money in connection therewith,
including, but not limited to, attorneys' fees in instituting, prosecuting or
defending
9
any action or proceedings, such sums paid or obligations incurred, with interest
at the rate of twelve percent (12%) per annum and costs, shall be deemed to be
additional rent hereunder and shall be paid by Tenant to Landlord within five
(5) days of rendition of any ▇▇▇▇ or statement to Tenant therefor. All rights
given to Landlord in this Section shall be in addition to any other right or
remedy of Landlord herein contained.
16. Loss, Damage, Injury.
(a) Tenant hereby expressly agrees that Landlord shall not be liable
or responsible in any manner for any damage or injury to the person or property
of Tenant (including, but not limited to, the Leased Premises) or the person or
property of any other person or entity directly or indirectly caused by (i)
dampness or water in any part of the Leased Premises or in any other part of the
Building and/or the Real Property and/or by any leak or break in any part of the
Leased Premises, in any other part of the Building and/or the Real Property
and/or in the pipes of the plumbing or heating works thereof, no matter how
caused; (ii) theft; (iii) fire or other casualty; and/or (iv) any other cause
whatsoever, except the negligence or willful misconduct of Landlord or
Landlord's contractors, servants, employees, agents, licensees or invitees.
Tenant hereby expressly agrees that Landlord or its agents shall not be liable
for any interference with light, air or other hereditaments.
(b) Tenant shall indemnify and hold harmless Landlord for all losses,
costs and expenses (including attorneys' fees), settlement payments, and,
whether or not reduced to final judgment, all liabilities, damages, or fines
paid, incurred or suffered by Landlord; (i) by reason of any breach, violation
and/or nonperformance by Tenant or Tenant's employees, agents, licensees,
invitees or visitors, of any covenants or provision of this Lease; (ii) by
reason of or arising out of the occupancy or use by Tenant of the Leased
Premises, the Building and/or the Real Property, or any part of either; (iii) by
reason of or arising out of any claim, action, suit or proceeding, threatened,
instituted and/or made against Landlord arising out of or in connection with
Tenant's use and/or occupancy of the Leased Premises; (iv) by reason of Tenant's
generation, emission, storage, or disposal of Hazardous Substances (as
hereinafter defined) at the Leased Premises (including without limitation,
clean-up expenses, third party claims and environmental impairment expenses);
and/or (v) from any other cause whatsoever due to the negligence or intentional
act or omission of Tenant and/or Tenant's contractors, servants, employees,
agents, licensees and/or invitees.
17. Destruction--Fire or Other Casualty. In the event of partial or total
damage or destruction insured against by Landlord to the Leased Premises by
fire, other casualty, or any other cause whatsoever (except condemnation),
Tenant shall give immediate notice thereof to Landlord and: (a) this Lease shall
continue in full force and effect, and (b) Landlord, to the extent that
insurance proceeds respecting such damage or destruction are subject to being
utilized for and, in fact, may be utilized by Landlord therefor, shall thereupon
cause such damage or destruction to all property owned by Landlord to be
repaired with reasonable speed at the expense of Landlord, due allowance being
made for reasonable delay which may arise by reason of adjustment of loss under
insurance policies on the part of Landlord and/or Tenant, and for reasonable
delay on account of "labor troubles" or any other cause beyond Landlord's
control, and to the extent that the Leased Premises are rendered untenantable,
the rent shall
10
proportionately ▇▇▇▇▇ as of the date of the casualty. In the event the damage or
destruction shall be so extensive to the Building as to render it uneconomical
in the Landlord's opinion, to restore the Leased Premises for the use of Tenant
as specified in Section 4 hereof or Landlord shall decide not to repair or
rebuild the Building, this Lease, at the option of Landlord, shall be terminated
upon written notice to Tenant and the terms of this Lease shall expire by lapse
of time upon the third day after such notice is mailed, and Tenant shall
thereupon vacate the Leased Premises sad surrender the same to Landlord, but no
such termination shall release Tenant from any liability to Landlord arising
from such damage or from any of the obligations or duties imposed on Tenant
hereunder prior to such termination. If the casualty occurs during the last year
of the Lease Term, Tenant, at its option, may terminate the Lease and be
relieved of any further liability under the Lease, provided it gives notice of
such election to Landlord within thirty (30) days after the date such casualty
occurs.
Each of the parties hereto agrees to exercise its best efforts to have
every casualty insurance policy (which it carries as an insured with regard to
the Leased Premises, or any part thereof, and with regard to any personal
property which is or may be on or in the Leased Premises, or any part thereof)
include a subrogation waiver clause, pursuant to which the insurance coverage
involved shall not be invalidated by a waiver by either party hereto of any and
all right of recovery against the other party and with regard to any liability
for any action or lack of action by such other party hereto, and by which the
insurer expressly waives any and all rights of subrogation to any rights or
claims of the insured against the other party hereto.
So long as any such casualty insurance policy carried by a party hereto
as the insured shall be available with such a subrogation clause, or one to like
effect, at no greater premium charge than would be made for such policy without
such clause, then, notwithstanding any other provision of this Lease, the party
hereto carrying such insurance and the insured thereunder agrees to waive all
right of recovery against the other for any loss, or with regard to any
liability to the extent covered by such insurance. In the event such a
subrogation clause is only available at such greater premium charge, then the
party carrying such insurance shall have no further obligation to have such
clause included in such insurance.
18. Eminent Domain. If the entire Leased Premises shall be taken,
leased or condemned (either temporarily or permanently) for public purposes, or
in the event Landlord shall convey or lease the property to any public authority
in settlement of a threat of condemnation or taking, the rent shall be adjusted
to the date of such taking or leasing or conveyance, and this Lease shall
thereupon terminate. If only a portion of the Leased Premises shall be so taken,
leased or condemned, and as a result of such partial taking, Tenant is
reasonably able to use the remainder of the Leased Premises for the purposes
intended hereunder, then this Lease shall not terminate but, effective as of the
date of such taking, leasing or condemnation, the rent hereunder shall be abated
in an amount thereof proportionate to the area of the Leased Premises so taken,
leased or condemned. If, following such partial taking, Tenant shall not be
reasonably able to use the remainder of the Leased Premises for the purposes
intended hereunder, then this Lease shall terminate as if the entire Leased
Premises had been taken, leased or condemned. In the event of a taking, leasing
or condemnation as described in this Section 18, whether or not there is a
termination hereunder, Tenant shall have no claim against Landlord, other than
an adjustment of rent, to the date of taking, leasing or
11
condemnation, and Tenant shall not be entitled to any portion of any amount that
may be awarded as damages or paid as a result or in settlement of such
proceedings or threat.
19. Assignment. Tenant is the only party that may use or occupy the
Leased Premises. No assignment of this Lease or subletting of all or any part of
the Leased Premises is permitted without the prior written consent of Landlord
except to an entity controlling, under common control with, or controlled by,
Tenant. Landlord's consent to an assignment or subletting shall not be
unreasonably withheld.
The phrase "assignment or subletting" shall include the following all
of which will be deemed to be an "Assignment"): (1) any assignment of this Lease
or a subletting of the Leased Premises; (2) any permission to a third party to
use all or part of the Leased Premises; (3) any mortgage or other encumbrance of
this Lease or of the Leased Premises; (4) the appointment of a receiver or
trustee of any of the Tenant's property; and (5) any assignment or sale in
bankruptcy or insolvency.
Even if Landlord consents to an Assignment, Tenant will remain
primarily liable under this Lease. Also, Tenant will bear all reasonable legal
costs incurred by Landlord in connection with Landlord's review of documents
concerning an Assignment, whether or not Landlord consents to it. Landlord's
consent to a specific Assignment does not waive Landlord's right to withhold
consent to any future or additional Assignment. Tenant will give Landlord notice
of its intention to make an Assignment at least thirty (30) days prior to such
Assignment, which notice will contain such details as Landlord may reasonably
request. If Tenant intends to Assign this Lease, Landlord may terminate this
Lease by giving at least twenty (20) days prior written notice to Tenant after
Landlord has received written notice from Tenant of an intended Assignment.
If the amount of rent and other sums received by Tenant under any
Assignment is more than the Rent due from Tenant under this Lease, then Tenant
will pay fifty percent (50%) of the full amount of the excess to Landlord on a
monthly basis and promptly upon Tenant's receipt of such excess amounts.
If, without Landlord's consent, this Lease is Assigned, or if the
Leased Premises are occupied or used by any party other than Tenant, then all
resulting expenses (including reasonable attorneys' and brokerage fees) incurred
by Landlord will be immediately due and payable by Tenant upon receipt of an
invoice. If Tenant defaults, Landlord may collect rent from the assignee,
subtenant, occupant or user (the "Assignee") of the Leased Premises and apply it
towards .the Rent due under this Lease. Such collection will not be deemed an
acceptance of the Assignee as tenant, will not waive or prejudice Landlord's
right to initiate legal action against Tenant to enforce Tenant's fulfillment of
its obligations under this Lease and will not release Tenant from such
obligations.
20. Defaults.
(a) Each of the following shall be deemed a material default by
Tenant under this Lease and a substantial breach thereof:
12
(1) The filing of a petition by or against Tenant for debtor relief
as defined under the Federal Bankruptcy Code, as now or hereafter amended or
supplemented, or for reorganization, arrangement or other rehabilitation within
the meaning of the Bankruptcy Code, or the commencement of any action or
proceeding far the dissolution or liquidation of Tenant, whether instituted by
or against Tenant, or for the appointment of a receiver or trustee of the
property of Tenant, in each case filed by a party other than Tenant, if not
bonded or discharged within thirty (30) days of the date of filing; for purposes
of this subsection, the word "Tenant" shall include any guarantor of Tenant's
obligations under this Lease;
(2) The making by Tenant of an assignment for the benefit of
creditors;
(3) The filing of a tax lien against any property of Tenant;
(4) Failure of Tenant to make payment of the rent herein reserved,
or any part thereof, or any other sum required to be paid by the terms of this
Lease (including late charges on the foregoing as provided in Section 5.4
hereof) when due (subject to the provisions of Section 5.4 with respect to
certain notice and cure rights of Tenant); and
(5) A failure by Tenant in the performance of any other term,
covenant, agreement or condition of this Lease, on the part of Tenant to be
performed, for a period of five (5) days after the giving of notice thereof by
Landlord to Tenant, unless such performance shall reasonably require a longer
period, in which case Tenant shall not be deemed in default if Tenant commences
the required performance promptly and thereafter pursues and completes such
action diligently and expeditiously.
Notwithstanding the provisions of Section 20(a)(5) of the Lease, Tenant
shall not be deemed to have been in default thereunder unless, following notice,
Tenant does not cure a failure in its performance or commences performance
pursuant to the provisions of Section 20(a)(5) within a period of thirty (30)
days of notice thereof by Landlord upon Tenant and thereafter diligently cures
same to completion; provided, however, that these provisions shall be of no
further force or effect and shall be and became null and void for each period of
twelve (12) months immediately succeeding any consecutive twelve (12) month
period during which Landlord gives two (2) notices pursuant to the provisions of
this Lease.
(b) All rights and remedies of Landlord in this Lease enumerated shall
be cumulative, and none shall exclude any other right or remedy, now or
hereafter allowed by or available under any statute, ordinance, rule of court,
or the common law, either at law or in equity or both. For the purposes of any
suit brought or based hereon, this Lease shall be construed to be a divisible
contract, to the end that successive actions may be maintained on this Lease as
successive periodic sums shall mature hereunder. The failure of Landlord to
insist, in any one or more instances, upon a strict performance of any of the
covenants, terms and conditions of this Lease, or to exercise any right or
option herein contained, shall not be construed as a waiver, or a relinquishment
for the future, of such covenant, term, condition, right or option, but the same
shall continue and remain in full force and effect unless the contrary is
expressed by Landlord in writing. The receipt by Landlord of rent, with
knowledge of the breach
13
of any covenant hereof, shall not be deemed a waiver of such breach, and no
waiver by Landlord of any provision hereof shall be deemed to have been made
unless expressed in writing and signed by Landlord.
(c) In the event of any default of the terms of this Lease, Landlord
may, at any time thereafter, at its election, without further notice to Tenant,
terminate this Lease and Tenant's right to possession of the Leased Premises,
and with or without legal process, take possession of the Leased Premises, and
remove Tenant, any occupant, and any property therefrom, using such force as may
be necessary, without being guilty of or liable for trespass and without
relinquishing any rights of Landlord against Tenant.
(d) If Tenant is in default of this Lease as set forth above, Tenant
shall be obligated to, and shall pay to Landlord as damages, upon demand, and
Landlord shall be entitled to recover of and from Tenant, at the election of
Landlord, all expenses which shall have been incurred in order for Landlord to
recover possession of the Leased Premises and the expenses of rerenting the
Leased Premises (including, but not limited to, any commissions paid to any real
estate agent in connection therewith) and attorneys' fees equal to such
attorneys' actual and customary hourly fees and their actual expenses.
In addition to the damages set forth in the preceding sentences of this
Section 20(d), if Landlord terminates this Lease as set forth in Section 20(c)
above, Landlord shall also be entitled to damages (payable in monthly
installments, in advance, on the first day of each calendar month following such
termination and continuing unto the date originally fixed herein for the
expiration of the then current term of this Lease) in an amount or amounts equal
to the excess, if any, of (A) the sum of (i) the aggregate expenses (other than
Additional Rental) paid by Landlord during the month immediately preceding such
calendar month for all such items as, by the terms of this Lease, are required
to be paid by Tenant; (ii) an amount equal to the amount of the installments of
Basic Annual Rent which would have been payable by Tenant hereunder in respect
of such calendar month, had this Lease and the Lease Term not been so
terminated; and (iii) the monthly average of the Additional Rental paid in the
rental year or annualized portion thereof immediately preceding such default,
over (B) the rents, if any, in fact, collected by Landlord in respect of such
calendar month pursuant to either rerenting, or from any existing permitted
subleases, and any suit, action or proceeding brought to collect the amount of
the deficiency for any calendar month shall not prejudice in any way the rights
of Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Notwithstanding anything herein to the contrary, upon the occurrence
of any breach by Tenant that is not cured within any applicable grace period,
Landlord shall use its reasonable efforts to mitigate its damages, including
using reasonable efforts to relet the Leased Premises.
(e) No act or thing done by Landlord shall be deemed to be an
acceptance of a surrender of the Leased Premises, unless Landlord shall execute
a written release of Tenant. Tenant's liability hereunder shall not be
terminated by the execution of a new lease of the Leased Premises by Landlord.
Separate actions may be maintained each month by Landlord against Tenant to
recover the damages then due, without waiting until the end of the Term of this
Lease to determine the aggregate amount of such damages.
14
21. Elevators, Heat, Cleaning. As long as Tenant is not in default
under any of the covenants of this Lease, Landlord shall, if and insofar as
existing facilities permit:(a) provide necessary elevator service on business
days from 8:00 a.m. to 6:30 p.m. and on Saturdays from 8:00 a.m., to 1:00 p.m.
and have an elevator available for use at all other times; and (b) furnish, at
Tenant's expense, heat or air conditioning to the Leased Premises, when and as
required. It shall be Tenant's sole obligation to provide janitorial services
to, and to cause the Leased Premises to be kept clean, provided such janitorial
contractor is reasonably acceptable to Landlord. Landlord reserves the right to
stop service of the heating, air conditioning, elevator, plumbing and electric
systems, when necessary, by reason of accident, or emergency, or for repairs,
alterations, replacement or improvements, which in the judgment of Landlord are
desirable or necessary to be made, until said repairs, alterations, replacements
or improvements shall have been completed. Landlord shall have no responsibility
or liability for failure to supply heat, air conditioning, elevator, plumbing,
cleaning and electric service during said period or when prevented from so doing
by energy shortages, laws, orders or regulations of any Federal, State, County
or Municipal authority or by strikes, accidents or by other cause whatsoever
beyond Landlord's control. In the event of any cessation of any service herein
provided due to any such cause, such cessation shall not be construed to be a
constructive eviction of Tenant and shall not excuse Tenant's failing to pay
rent or any other of Tenant's obligations under this Lease.
22. Electric Current. Landlord has installed, or will install prior to
the Commencement Date, a submeter to measure the amount of electricity consumed
in the Leased Premises for lighting, heating, air conditioning and other
purposes. Tenant shall pay to Landlord the cost of such electricity (which shall
be of an amount equal to no more than the cost of such electricity as charged to
Landlord by the applicable utility supplier) within fifteen (15) days of receipt
from Landlord of a statement therefor, which amount shall be deemed additional
rent.
23. Intentionally Omitted.
24. Several Liability. If the Tenant shall be one or more individuals,
corporations or other entities, whether or not operating as a partnership or
joint venture, then each such individual, corporation, entity, joint venturer or
partner shall be deemed to be both jointly and severally liable for the payment
of the entire rent and other payments specified herein and the performance of
all other duties and obligations hereunder.
25. Acceptance of Leased Premises. Tenant's occupancy of the Leased
Premises shall constitute acceptance thereof as complying with all requirements
of Tenant and obligations of Landlord with respect to the condition, order and
repair thereof.
26. Inability to Perform. This Lease and the obligation of Tenant to
pay rent hereunder and perform all of the other covenants and agreements
hereunder on the part of Tenant to be performed shall in no wise be affected,
impaired or excused because Landlord is unable to fulfill any of its obligations
under this Lease or to supply or is delayed in supplying, any service to be
supplied by it under the terms of this Lease or is unable to make or is delayed
in making repairs, additions, alterations, or decorations or is unable to
supply, or is delayed in supplying, any equipment or fixtures, if Landlord is
prevented or delayed from so doing by reason of any
15
cause beyond Landlord's control. Similarly, Landlord shall not be liable for any
interference with any services supplied to Tenant by others if such interference
is caused by any of the reasons listed in this Section 26. Nothing contained in
this Section 26 shall be deemed to impose any obligation on Landlord not
expressly imposed by other sections of this Lease.
27. No Waivers. The failure of Landlord to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Lease, or
to exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future, of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by Landlord of rent,
with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach, and no waiver by Landlord of any provision hereof shall
be deemed to have been made unless expressed in writing and signed by Landlord.
28. Access to Premises and Change in Services. Landlord shall have the
right and Tenant shall permit such person or persons authorized by Landlord,
without abatement of rent, to enter the Leased Premises at any reasonable hour
upon prior notice to the Branch Manager at the Leased Premises (which notice may
be written or verbal), or at any time and without notice in the case of an
emergency, to examine the same, or to make such repairs and alterations as
Landlord shall deem necessary for the safety and preservation of the Building,
or to show to mortgagees or purchasers, and during the last six (6) months of
the Lease Term, to exhibit and advertise the Leased Premises to prospective
tenants. If, during the last month of the term, Tenant shall have removed all or
substantially all of Tenant's property therefrom, Landlord may immediately
enter, alter, renovate and redecorate the Leased Premises, without elimination
or abatement of rent, or incurred liability to Tenant for any compensation, and
such acts shall have no affect upon this Lease. Nothing herein contained,
however, shall be deemed or construed to impose upon Landlord any obligation,
responsibility or liability whatsoever, for the care, supervision or repair of
the Building or any part thereof, other than as herein elsewhere expressly
provided. Landlord shall also have the right at any time without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, to change the arrangement and/or location of
entrances, passageways, doors, doorways, corridors, stairs, toilets, elevators
and/or other public parts of the Building, and to change the name by which the
Building is commonly known and/or its mailing address.
29. Estoppel Certificates. Tenant agrees at any time and from time to
time upon not less than ten (10) days' prior notice by Landlord to execute,
acknowledge and deliver to Landlord a statement in writing certifying, among
other matters, that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications) and the dates to which the rent and
other charges have been paid in advance, if any, and stating whether or not, to
the best knowledge of the signer of such certificate, Landlord is in default in
performance of any covenant, agreement or condition contained in this Lease and,
if so, specifying each such default of which the signer may have knowledge, it
being intended that any such statement delivered hereunder may be relied upon by
any third party not a party to this Lease.
30. Subordination. Tenant accepts this Lease, and the tenancy created
hereunder, subject and subordinate to any ground leases, mortgages, deeds of
trust, leasehold mortgages or
16
other security interests now or hereafter a lien upon or affecting the Building
or the Real Property or any part thereof. Tenant shall, at any time hereafter on
request, execute any instruments, leases or other documents that may be required
by any mortgage, mortgagee, deed of trust, trustee or underlying owner hereunder
to subordinate, or render prior, Tenant's interest hereunder to the lien of any
such mortgage or mortgages, deed or deeds of trust or underlying lease, and the
failure of Tenant to execute any such instruments, leases or documents shall
constitute a default hereunder. In the event that Landlord should enter into any
refinanced or additional mortgages or deeds of trust respecting the Building,
Landlord will use its best efforts to obtain from the mortgagee or trustees
under any deed of trust, a nondisturbance agreement running to Tenant, its
assignees and its subtenants in form and substance reasonably acceptable to
Tenant.
31. Attornment. Tenant agrees that upon any termination of Landlord's
interest in the Leased Premises, Tenant will, upon request, attorn to the person
or organization then holding title to the reversion of the Leased Premises (the
"Successor") and to all subsequent Successors, and shall pay to the Successor
all rents and other monies required to be paid by the Tenant hereunder and
perform all of the other terms, covenants, conditions and obligations in this
Lease contained; provided, however, that Tenant shall not be so obligated to
attorn unless, if Tenant shall so request in writing, such Successor will
execute and deliver to Tenant an instrument wherein such Successor agrees that
so long as Tenant performs all of the terms, covenants and conditions of this
Lease, on Tenant's part to be performed, Tenant's possession under the
provisions of this Lease shall not be disturbed by such Successor.
32. Notices. Except as otherwise provided in this Lease, any
requirement for a notice, demand or request under this Lease will be satisfied
by a writing (a) hand delivered with receipt; (b) mailed by United States
registered or certified mail or Express Mail, return receipt requested, postage
prepaid; or (c) sent by Federal Express or any other nationally recognized
overnight courier service, and addressed: (i) if to Landlord, c/o Manekin
Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
General Counsel with a copy to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Esquire c/▇ ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and (ii) if to
Tenant, to it, c/o H. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, Signet Bank, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, or ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. All notices
that are sent in accordance with this Section 32 will be deemed received by the
other party on the earliest of the following applicable time periods: (a) three
business days after being mailed in the aforesaid manner; (b) the date the
return receipt is executed; or, (c) the date delivered as documented by the
overnight courier service or the hand delivery receipt. All rental payments and
other charges payable by Tenant under this Lease will be delivered to Landlord
at Landlord's address set forth above: Attention: Accounting Department. Either
party may designate a change of address by written notice to the other party.
33. Landlord's Liability. The term "Landlord" as used in this Lease
means only the owner or the mortgagee or trustee, as the case may be, in
possession, for the time being of the Building or Real Property, so that in the
event of any transfer of title to said Building or Real Property, the Landlord
in possession immediately prior to such transfer, shall be and hereby is
entirely freed and relieved of all covenants and obligations of Landlord
hereunder thereafter accruing. It is understood that Landlord on the date of
execution hereof, is a Maryland limited
17
partnership, and that no partner, general or limited, of said limited
partnership, as it may now or hereafter be constituted, shall have any personal
liability to Tenant or any person claiming under, by or through Tenant upon any
action, claim, suit or demand brought pursuant to the terms and conditions of
this Agreement or arising out of the occupancy by Tenant of the Leased Premises,
and, as to Landlord, recourse shall be Landlord's interest in the Building.
34. Severability. If any term or provision of this Lease or the
application thereof to any person or circumstances 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 those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
35. Captions. All headings anywhere contained in this Lease are
intended for convenience of reference only and are not to be deemed or taken as
a summary of the provisions to which they pertain or as a construction thereof.
36. Brokers. Tenant represents that Tenant has dealt directly with, and
only with, MANEKIN CORPORATION as broker in connection with this Lease, and that
insofar as Tenant knows, no other broker negotiated this Lease or is entitled to
any commissions in connection with it. Tenant shall hold Landlord harmless from
and indemnify Landlord for any costs incurred by Landlord arising out of any
other broker's claim that such other broker has assisted Tenant with respect to
this Lease.
37. Recordation. Tenant covenants that if at any time any mortgagee of
Landlord's interest in the Leased Premises shall require the recordation of this
Lease, or if the recordation of this Lease shall be required by any valid
governmental order, or if any governmental authority having jurisdiction in the
matter shall assess and be entitled to collect transfer taxes or documentary
stamp taxes, or both transfer taxes and documentary stamp taxes on this Lease,
Tenant will execute such acknowledgements as may be necessary to effect such
recordations and whichever party requires such recordation shall pay all
recording fees, transfer taxes and documentary stamp taxes payable on, or in
connection with, this Lease or such recordation.
38. Successors and Assigns. The covenants, conditions and agreements
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant, and their respective heirs, distributees, executors, administrators,
successors and, except as otherwise provided in this Lease, their assigns.
39. Holding Over. If Tenant holds possession of the Leased Premises
after the termination of this Lease, Tenant shall become a tenant from month to
month at one hundred fifty percent (150%) of the rent during the last year of
the Lease Term and upon all other terms herein specified and shall continue to
be such tenant from month to month until such tenancy shall be terminated by
Landlord or until Tenant shall have given Landlord a written notice of at least
thirty (30) days of intention to terminate such tenancy. Nothing contained in
this Lease shall be construed as a consent by Landlord to the occupancy or
possession of the Leased Premises by Tenant after termination of this Lease.
Upon the termination of this Lease, Landlord shall be entitled to the benefit of
all public general or public local laws relating to the
18
speedy recovery of the possession of lands and tenements held over by tenants
that may now or hereafter be in force.
40. Intentionally Deleted.
41. Environmental Assurances.
(a) Covenants. Tenant covenants with Landlord:
(1) that it shall not Generate Hazardous Substances at, to or
from the Leased Premises unless the same is specifically approved in advance by
Landlord in writing;
(2) to comply with all obligations imposed by applicable law,
and regulations promulgated thereunder, and all other restrictions and
regulations upon the Generation of Hazardous Substances (whether or not at, to
or from the Leased Premises);
(3) to deliver promptly to Landlord true and complete copies of
all notices received by Tenant from any governmental authority with respect to
the Generation by Tenant of Hazardous Substances (whether or not at, to or from
the Leased Premises);
(4) to complete fully, truthfully and promptly any
questionnaires sent by Landlord with respect to Tenant's use of the Leased
Premises and Generation of Hazardous Substances; and
(5) to permit entry onto the Leased Premises by Landlord or
Landlord's representatives at any reasonable time to verify and monitor Tenant's
compliance with its representations, warranties and covenants set forth in this
Section.
(b) Indemnification. Tenant agrees to indemnify and defend Landlord
(with legal counsel reasonably acceptable to Landlord) from and against any
costs, fees or expenses (including, without limitation, environmental
assessment, investigation and environmental remediation expenses, third party
claims and environmental impairment expenses and reasonable attorneys' fees and
expenses) incurred by Landlord in connection with Tenant's Generation of
Hazardous Substances at, to or from the Leased Premises or in connection with
Tenant's failure to comply with its representations, warranties and covenants
set forth in this Section. This indemnification by Tenant will remain in effect
after the termination or expiration of this Lease.
(c) Definitions. The term "Hazardous Substance" means (i) any
"hazardous waste" as defined by the Resource Conservation and Recovery Act of
1976 (42 U.S.C. (S)6901 et seq.), as amended from time to time, and regulations
promulgated thereunder; (ii) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. (S)9601 et seq.), as amended from time to time, and regulations
promulgated thereunder; (iii) any "oil, petroleum products, and their
byproducts" as defined by the Maryland Environment Code ▇▇▇. (S)4-411 (3) (i),
as amended from time to time, and regulations promulgated thereunder; (iv) any
"controlled hazardous substance" or "hazardous substance" as defined by the
Maryland Environment Code ▇▇▇., Title
19
7, subtitle 2, as amended from time to time, and regulations promulgated
thereunder; (v) any "infectious waste" as defined by the Maryland Environment
Code ▇▇▇. (S) 9-227, as amended from time to time, and regulations promulgated
thereunder; (vi) any substance the presence of which on the Real Property is
prohibited, regulated or restricted by any law or regulation similar to those
set forth in this definition; and (vii) any other substance which by law or
regulation requires special handling in its Generation. The term "To Generate"
means to use, collect, generate, store, transport, treat or dispose of.
42. Waiver of Jury Trial. Landlord and Tenant desire a prompt
resolution of any litigation between them with respect to this Lease. To that
end, Landlord and Tenant waive trial by jury in any action, suit, proceeding
and/or counterclaim brought by either 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 Leased
Premises, any claim of injury or damage and/or any statutory remedy. This waiver
is knowingly, intentionally and voluntarily made by Tenant. Tenant acknowledges
that neither Landlord nor any person acting on behalf of Landlord has made any
representations of fact to induce this waiver of trial by jury or in any way to
modify or nullify its effect. Tenant further acknowledges that it has been
represented (or has had the opportunity to be represented) in the signing of
this Lease and the making of this waiver by independent legal counsel, selected
of its own free will, and that it has had the opportunity to discuss this waiver
with counsel. Tenant further acknowledges that it has read and understands the
meaning and ramifications of this waiver of jury trial.
43. Miscellaneous.
(a) As used in this Lease and where the context requires: (1) the
masculine shall be deemed to include the feminine and neuter and vice-versa; and
(2) the singular shall be deemed to include the plural and vice-versa.
(b) This Lease was made in the State of Maryland and shall be
governed by and construed in all respects in accordance with the laws of the
State of Maryland.
(c) All plats, exhibits, riders or other attachments to this Lease
shall be deemed a part hereof and incorporated by reference herein.
(d) This Lease and the Exhibits, and Riders, if any, attached
hereto and forming a part hereof, set forth all the covenants, promises,
agreements, conditions and understandings between Landlord and Tenant concerning
the Leased Premises and there are no covenants, promises, agreements, conditions
or understandings, either oral or written, between them other than as herein set
forth. This Lease is intended by the parties to be an integration of all prior
or contemporaneous promises, agreements, conditions, negotiations or
undertakings between them. Except as herein otherwise provided, no alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by them. This Lease may be executed
in several counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
20
44. Authority. Tenant warrants to Landlord that Tenant is a bank
chartered and validly existing under the laws of the State of Maryland. In
addition, Tenant warrants to Landlord that this Lease has been properly
authorized and executed by Tenant and is binding upon Tenant in accordance with
its terms. The name and address of Tenant's agent for service of process in the
State of Maryland are ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇. Tenant agrees to notify Landlord in writing of any change with respect to
such agent.
45. Landlord hereby grants Tenant, at Tenant's cost, the right to run
electrical and communication cables between the public banking center portion of
the Leased Premises and the ATM room portion of the Leased Premises in a manner
reasonably acceptable to Tenant.
21
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this
Lease as of the day and year first above written.
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ASSOCIATES LIMITED
PARTNERSHIP
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (SEAL)
---------------------------------- -----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
General Partner
Landlord
WITNESS/ATTEST SIGNET BANK
/s/ ▇.▇. ▇▇▇▇▇▇▇▇ By: /s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇▇ III (SEAL)
---------------------------------- -----------------------
Ass't [Secretary] Name: H. ▇▇▇▇▇▇ ▇▇▇▇▇▇ III
-----------------------------
Title: Vice President
----------------------------
Tenant
STATE OF MARYLAND, CITY OF Baltimore, TO WIT:
I HEREBY CERTIFY that on this 9 day, of February, 1995, before me,
the subscriber, a Notary Public of the State of Maryland, in and for the
City/Country aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a general
partner of AREA 16B ASSOCIATES LIMITED PARTNERSHIP, Landlord, and he
acknowledged the foregoing Lease Agreement to be the act and deed of
said limited partnership.
WITNESS my hand and Notarial Seal.
My Commission Expires [STAMP]
/s/
-----------------------------------
Notary Public
STATE OF Virginia, COUNTY OF Henrico, TO WIT:
I HEREBY CERTIFY that on this 26 day, of December, 1995, before me,
the subscriber, a Notary Public of the State and City/Country aforesaid,
personally appeared H. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, the vice president of SIGNET
BANK, Tenant, and he acknowledged the foregoing Lease Agreement to be
the act and deed of said body corporate.
WITNESS my hand and Notarial Seal.
My Commission Expires:
11/30/97 /s/ ▇▇▇▇▇ ▇. Honshacuk
---------------------------------- ----------------------------
Notary Public
I was commissioned a notary as
▇▇▇▇▇ ▇. Hundery.
22
EXHIBIT A
Leased Premises
[FLOOR PLAN]
FLOOR PLAN: SOUTH ▇▇▇▇▇▇▇
SCALE: NTS
TOTAL RENTABLE SQUARE FOOTAGE . PUBLIC BANKING CENTER : 1,740
TOTAL RENTABLE SQUARE FOOTAGE . ATM ROOM : 275
TOTAL RENTABLE SQUARE FOOTAGE : 2.015
▇▇▇▇▇ ▇▇▇▇▇▇▇ DESIGN INC
EXHIBIT B
Plans and Specifications for Tenant's Work Including Vault
EXHIBIT C
Rules and Regulations
1. Tenant shall not obstruct or permit its agents, clerks or servants
to obstruct, in any way, the sidewalks, entry passages, corridors, halls,
stairways or elevators of the Building, or use the same in any other way than as
a means of passage to and from the offices of Tenant; bring in, store, test or
use any materials in the Building which could cause a fire or an explosion or
produce any fumes or vapor; make or permit any improper noises in the Building,
smoke in the elevators; throw substances of any kind out of the windows or
doors, or in the halls and passageways of the Building; sit on or place anything
upon the window ▇▇▇▇▇; or clean the exterior of the windows.
2. Waterclosets and urinals shall not be used for any purpose other
than those for which they are constructed; and no sweepings, rubbish, ashes,
newspaper or any other substances of any kind shall be thrown into them. Waste
and excessive or unusual use of electricity or water is prohibited.
3. Tenant shall not (i) except as shown on Exhibit B, obstruct the
windows, doors, partitions and lights that reflect or admit light into the
halls, or other places in the Building, or (ii) inscribe, paint, affix, or
otherwise display signs, advertisements or notices in, on, upon or behind any
windows or on any door, partition or other part of the interior or exterior of
the Building without the prior written consent of Landlord. If such consent be
given by Landlord, any such sign, advertisement, or notice shall be inscribed,
painted or affixed by Landlord, or a company approved by Landlord, but the cost
of the same shall be charged to and be paid by Tenant, and Tenant agrees to pay
the same promptly, on demand. Notwithstanding the provisions of Rule No. 3,
Landlord shall permit Tenant to erect not more than two (2) exterior signs on
the Building, and to paint identifying letters or signs on the interior and
exterior windows of the Building, provided the size, location and style of said
sign(s) and identifying letters shall be approved by the ▇▇▇▇▇▇▇ Center Inner
Harbor Management Office (or its successors) and by Landlord; provided, however,
the approval of Landlord required hereunder shall not be unreasonably withheld.
4. Intentionally deleted.
5. When electric wiring of any kind is introduced, it must be connected
as directed by Landlord, and no stringing or cutting of wires will be allowed,
except with the prior written consent of Landlord, and shall be done only by
contractors approved by Landlord. The number and location of telephones,
telegraph instruments, electric appliances, call boxes, etc., shall be subject
to Landlord's approval. No tenants shall lay linoleum or other similar floor
covering so that the same shall be in direct contact with the floor of the
Leased Premises; and if linoleum or other similar floor covering is desired to
be used, an interlining of builder's deadening felt shall be first affixed to
the floor by a paste or other material, the use of cement or similar adhesive
material being expressly prohibited.
C-1
6. No additional lock or locks shall be placed by Tenant on any door
in the Building, without prior written consent of Landlord. Two keys will be
furnished Tenant by Landlord; two additional keys will be supplied to Tenant by
Landlord, upon request, without charge; any additional keys requested by Tenant
shall be paid for by Tenant. Tenant, its agents and employees, shall not change
any locks. All keys to doors and washrooms shall be returned to Landlord at the
termination of the tenancy, and, in the event of loss of any keys furnished,
Tenant shall pay Landlord the cost of replacing the lock or locks to which such
keys were fitted and the keys so lost.
7. Tenant shall not employ any person or persons other than Landlord's
janitors for the purpose of cleaning the Leased Premises, without prior written
consent of Landlord. Landlord shall not be responsible to Tenant for any loss of
property from the Leased Premises however occurring, or for any damage done to
the effects of Tenant by such janitors or any of its employees, or by any other
person or any other cause.
8. No bicycles, vehicles or animals of any kind shall be brought into
or kept in or about the Leased Premises.
9. Tenant shall not conduct, or permit any other person to conduct,
any auction upon the Leased Premises; manufacture or store goods, wares or
merchandise upon the Leased Premises, without the prior written approval of
Landlord, except the storage of usual supplies and inventory to be used by
Tenant in the conduct of its business; permit the Leased Premises to be used for
gambling; make any unusual noises in the Building; permit to be played any
musical instruments in the Leased Premises; permit to be played any radio,
television, recorded or wired music in such a loud manner as to disturb or annoy
other tenants; or permit any unusual odors to be produced upon the Leased
Premises.
10. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with, any window or door of the Leased
Premises, without the prior written consent of Landlord. Such curtains, blinds
and shades must be of a quality, type, design, and color, and attach in a manner
approved by Landlord.
11. Canvassing, soliciting and peddling in the Building are prohibited,
and Tenant shall cooperate to prevent the same. Retail sales will be limited to
the ground level and lower level retail store areas.
12. There shall not be used in the Leased Premises or in the Building,
either by Tenant or by others in the delivery or receipt of merchandise, any
hand trucks except those equipped with rubber tires and side guards, and no hand
trucks will be allowed in passenger elevators.
13. Tenant, before closing and leaving the Leased Premises, shall
ensure that all entrance doors are locked.
C-2
14. Landlord shall have the right to prohibit any advertising by Tenant
which in Landlord's opinion tends to impair the reputation of the Building or
its desirability as a building for offices and upon written notice from
Landlord, Tenant shall refrain from, or discontinue such advertising.
15. Landlord hereby reserves to itself any and all rights not granted
to Tenant hereunder, including, but not limited to, the following rights which
are reserved to Landlord for its purpose in operating the Building:
(a) the exclusive right to the use of the name of the Building for
all purposes, except that Tenant may use the name as its business address and
for no other purpose;
(b) the right to change the name or address of the Building,
without incurring any liability to Tenant for so doing;
(c) the right to install and maintain a sign or signs on the
exterior of the Building;
(d) the exclusive right to use or dispose of the use of the roof of
the Building;
(e) the right to limit the space on the directory of the Building
to be allotted to Tenant; and
(f) the right to grant to anyone the right to conduct any
particular business or undertaking in the Building.
16. Tenant shall list all articles to be taken from the Building (other
than those taken out in the usual course of business of Tenant) on Tenant's
letterhead, or a blank which will be furnished by Landlord. Such list shall be
presented at the office of the Building for approval before such articles are
taken from the Building or accepted by any elevator operator.
17. Tenant and Tenant's employees shall park their automobiles only in
such number of spaces, if any, as Landlord may fix, taking into consideration
the need for customer parking and other factors. The spaces, if any, assigned to
Tenant and Tenant's employees shall be limited to any parking area designated by
Landlord for use of office tenants, and the right to use spaces so assigned to
Tenant and its employees shall be subject to such regulations as Landlord may
reasonably promulgate from time to time to prevent parking by unauthorized
parties or parking in prohibited areas.
18. All safes shall stand on a base of such size as shall be designated
by the Landlord. The Landlord reserves the right to inspect all freight to be
brought into the Building and to exclude from the Building all freight which
violates any of these Rules and Regulations or the Lease of which these Rules
and Regulations are a part. No machinery of any kind or articles of unusual
weight or size will be allowed in the Building, without the prior written
consent of Landlord. Business machines and mechanical equipment, if so consented
to by Landlord, shall be placed and maintained by Tenant, at Tenant's expense,
in settings sufficient to absorb and
C-3
prevent all vibration, noise and annoyance. Notwithstanding the provisions of
Rule No. 18, Landlord agrees that it shall reserve for Tenant, in connection
with the garage operated in the Building, the right to rent one (1) car space on
a monthly basis in accordance with the then existing rate, terms and rules for
such garage space from time to time established and prevailing.
19. The Leased Premises shall not be used for lodging or sleeping
purposes, and cooking therein is prohibited.
20. After 6 P.M. until 8:00 A.M. on weekdays, after 1:00 P.M. on
Saturdays, and at all hours on Sundays and legal holidays, all persons entering
or leaving the Building may be required to identify themselves to a watchman by
registration or otherwise and to establish their rights to enter or leave the
Building. Landlord or its agents may exclude from the Building during such
periods all persons who do not present satisfactory identification. Each tenant
shall be responsible for all persons for whom he requests admission and shall be
liable to Landlord for all acts of such persons.
21. In addition to all other liabilities for breach of any provision of
these Rules and Regulations, Tenant shall pay to Landlord all damages caused by
such breach. The violation of any such provision may also be restrained by
injunction.
22. Landlord reserves the right to rescind, alter, waive or add, any
Rule or Regulation at any time prescribed for the Building when, in the judgment
of Landlord, Landlord deems it necessary or desirable for the reputation,
safety, character, security, care, appearance or interests of the Building, or
the preservation of good order therein, or the operation or maintenance of the
Building, or the equipment thereof, or the comfort of tenants or others in the
Building. No rescission, alteration, waiver or addition of any Rule or
Regulation in respect of one tenant shall operate as a rescission, alteration or
waiver in respect of any other tenant.
C-4