OFFICE LEASE
BETWEEN
CHALREP LIMITED PARTNERSHIP,
Landlord
and
RADIO ONE, INC.,
Tenant
TABLE OF CONTENTS
Page
1. Reference Data ....................................................... 6
2. Demised Premises ..................................................... 7
3. Term ................................................................. 7
4. Base Rent ............................................................ 8
5. Payment of Share of Real Estate Taxes and Operating Costs............. 8
6. Separate Metering for Electricity .................................... 11
7. Use of Demised Premises .............................................. 11
8. Assignment and Subletting. ........................................... 11
9. Maintenance .......................................................... 12
10. Alterations ......................................................... 12
11. Signs; Furnishings .................................................. 13
12. Inspection .......................................................... 13
13. Insurance Rating .................................................... 13
14. Tenant's Equipment. ................................................. 14
15. Indemnity ........................................................... 14
16. Services and Utilities .............................................. 14
17. Liability of Landlord ............................................... 15
18. Damage by Fire or Casualty .......................................... 16
19. Damage Caused by Tenant ............................................. 17
20. Default of Tenant ................................................... 17
21. Waiver .............................................................. 18
22. Attornment .......................................................... 18
23. Condemnation ........................................................ 19
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24. Rules and Regulations ............................................... 19
25. Covenants of Landlord ............................................... 20
26. No Partnership ...................................................... 20
27. No Representations by Landlord ...................................... 20
28. Brokers ............................................................. 20
29. Notices ............................................................. 20
30. Estoppel Certificates ............................................... 21
31. Holding Over ........................................................ 21
32. Right of Landlord to Cure Tenant's Default........................... 21
33. Benefit and Burden .................................................. 22
34. [Intentionally Omitted.] ............................................ 22
35. Landlord as an Individual or Partnership............................. 22
36. Ground Lease ........................................................ 23
37. Additional Rights ................................................... 23
38. Financial Statements ................................................ 24
39. Insolvency or Bankruptcy of Tenant .................................. 24
40. Mortgagee Protection ................................................ 24
41. Waiver of Jury Trial ................................................ 24
42. Gender and Number ................................................... 24
43. Entire Agreement .................................................... 24
44. Invalidity of Particular Provisions ................................. 25
45. Joint and Several Liability ......................................... 25
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TABLE OF EXHIBITS AND RIDERS
Exhibit A - Floor Plan Showing Demised Premises
Exhibit B - Intentionally Omitted
Exhibit C - Rules and Regulations
Rider 1 - Renewal Option
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OFFICE LEASE
THIS LEASE is made as of the _____ day of ____________, 1993, by CHALREP
LIMITED PARTNERSHIP (hereinafter referred to as "Landlord") and the Tenant named
in Section 1 (hereinafter referred to as "Tenant").
1. Reference Data. Each reference in this Lease to any of the following
subjects shall incorporate the data stated for that subject in this Section 1:
Landlord: CHALREP LIMITED PARTNERSHIP
c/o WOL Radio
▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Tenant: RADIO ONE, INC., a District of Columbia corporation
Tenant's Address: ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Demised Premises:
The demised premises located on the third, fourth, fifth and
sixth floors of the Building, as more fully described in
Section 2 of this Lease and shown in the floor plan attached
as Exhibit A to this Lease, known as Suite Numbers 300, 40,
800 and 600.
Tenant's Use of the Demised Premises: General Office Use
Lease Commencement Date: November 1, 1993
Lease Expiration Date: October 31, 2003
Term: 10 years
Option to Renew Term: As set forth in Rider 1
Base Rent:
Lease Years Annual Base Rent Monthly Base Rent
1-5 $ 96,000.00 $ 8,000.00
6-10 120,000.00 10,000.00
11-15* 144,000.00 12,000.00
----------
* (if renewal option is exercised)
Rent Commencement Date: December 1, 1993
Tenants Expense Share Percentage: 34.78%
Commencement Date for Tenant's Paying Tenant's Expense Share Share: December 1,
1993
Gross Rentable Area of demised premises: 8,000 square feet (the "Gross Rentable
Area")
Total Gross Rentable Area of the Building: 23,000 square feet
Security Deposit: None.
Brokers: None.
2. Demised Premises. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, for the term and upon the conditions hereafter provided,
the demised premises described in Section 1, in the office building (hereinafter
referred to as the "Building") situated at ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇. The demised premises are as indicated on Exhibit A attached hereto and
made a part hereof. Tenant shall accept the demised premises on the Lease
Commencement Date in their "as is" condition. Any Alterations which Tenant may
thereafter wish to make in the demised premises shall be governed by Section 10
of this Lease. It is understood and agreed that Landlord will not make, and is
under no obligation to make, any structural or other alterations, decorations,
additions, or improvements in or to the demised premises.
3. Term.
(a) The term of this Lease shall commence on the Lease Commencement Date and
continue for the period indicated in Section 1. In the event the demised
premises are occupied by Tenant prior to the Lease Commencement Date, such
tenancy shall be deemed to be by the day and Tenant shall be responsible for
payment of Base Rent, in advance, at a rate of one-thirtieth (1/30) of the
monthly Base Rent, for each day of such occupancy prior to the Lease
Commencement Date and for all additional rent which arises hereunder with
respect to such period.
(b) For purposes of this Lease, the term "Lease Year" shall mean any period of
twelve (12) consecutive months during the term of the Lease commencing on the
Lease Commencement Date or an anniversary thereof.
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4. Base Rent.
(a) Beginning with the Rent Commencement Date, Tenant shall pay to Landlord
monthly, in advance, without demand, as base rent (herein referred to as "Base
Rent") for the demised premises the amount as defined in Section 1.
(b) The first monthly payment of Base Rent shall be made on the Rent
Commencement Date, and the second and each subsequent monthly payment shall be
made on the first day of each and every calendar month thereafter during the
term hereof commencing with the first day of the first month following the month
within which the Rent Commencement Date occurs. Such payments shall be made to
Landlord at the address shown in Section 1 or to such other party or to such
other address as Landlord may designate from time to time by written notice to
Tenant. Such payments shall be made when due without demand, notice, or invoice
and without deduction, set-off, or counterclaim; provided, however, that any
payment made by check shall be deemed received subject to collection. If
Landlord shall at any time or times accept said Base Rent or additional rent
after it shall become due and payable, such acceptance shall not excuse delay
upon subsequent occasion, or constitute, or be construed as, a waiver of any or
all of Landlord's rights hereunder. Base Rent and all additional rent shall be
made payable to Landlord, or such other person, firm, or corporation as the
Landlord may designate in writing. If the Rent Commencement Date of this Lease
begins on a date other than on the first day of a calendar month, Base Rent
which arises hereunder from such date until the first day of the following
calendar month shall be prorated at the rate of one-thirtieth (1/30) of monthly
Base Rent for each day, payable in advance, and Tenant shall also pay Landlord
all additional rent which arises hereunder with respect to such period.
5. Payment of Share of Real Estate Taxes and Operating Costs.
(a) Tenant shall, commencing with the calendar year in which the Rent
Commencement Date occurs, for each calendar year (the "Adjustment Year") any
portion of which occurs during the term hereof, pay to Landlord, as additional
rent, an amount (herein referred to as "Tenant's Expense Share") equal to the
percentage specified in Section 1 (being the approximate proportion which the
Gross Rentable Area of the demised premised bears to the total gross rentable
area of the Building) of the total of Real Estate Taxes (as hereinafter defined)
and Operating Costs (as hereinafter defined) for the Adjustment Year.
(b) "Real Estate Taxes" are hereby defined as the total of all taxes and
assessments (including payments "in lieu of" taxes), general and special,
ordinary and extraordinary, foreseen or unforeseen, assessed, levied, or imposed
upon the Building and
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the land known as Lots 7 and 8 ▇▇▇▇ 4 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ (▇▇▇ "▇▇▇▇") for any
Adjustment Year without regard to whether the same are actually paid or payable
during such year. Real Estate Taxes shall also include legal costs and other
costs and expenses incurred in appeal of the tax assessment upon which such Real
Estate Taxes are based, whether or not such appeal is successful. Such costs
shall be included in Real Estate Taxes for the fiscal year for which appeal is
made without regard to the date such costs are actually incurred. If Real Estate
Taxes are not assessed, levied, or imposed on the basis of an Adjustment Year,
the Real Estate Taxes assessed, levied, or imposed for any Adjustment Year shall
be determined by adding the portions of Real Estate Taxes assessed, levied, or
imposed within a given Adjustment Year.
(c) "Operating Costs" shall mean costs, actual and accrued, incurred in
connection with the management, operation, maintenance, repair, preservation,
and protection of the Building, the Land, and adjacent areas, including, without
limitation, (i) cost of air conditioning, ventilating, heating, mechanical,
security, protection, and elevator systems, and all other utilities (excluding
electricity); (ii) cost of water, supplies, equipment, and maintenance,
security, and service contracts; (iii) cost of repairs, general maintenance, and
cleaning; (iv) cost of fire, extended coverage, boiler, sprinklers, public
liability, property damage, rent, umbrella coverage, and other insurance; (v)
wages, salaries, accident insurance, and retirement, medical, and other employee
benefits and other labor costs; (vi) fees, charges, and other costs including
management fees, consultant fees, legal fees, and accounting fees of all
independent contractors engaged by Landlord or reasonably charged by Landlord to
perform services in connection with the operation of the Building; (vii) cost of
maintaining common areas, public areas, lobbies, parking areas, and similar
areas adjacent to the Building; (viii) amortized costs of improvements to the
Building or the Land which are required by governmental law or regulations; and
(ix) such other items as are customarily included in the cost of managing,
operating, and maintaining the Building, the Land, and adjacent areas in
accordance with accepted accounting or management principles or practice.
(d) At any time or times prior to or during an Adjustment Year, Landlord may
submit to Tenant a statement of Landlord's estimate of Tenant's expense Share
for such Adjustment Year. If such estimate is submitted prior to an Adjustment
Year, Tenant shall pay to Landlord one-twelfth (l/12) of the amount so estimated
on the first day of each month in advance, commencing on January 1 of the
Adjustment Year. In case such estimate is submitted during an Adjustment Year,
Tenant shall, within fifteen (15) days after the delivery of such statement, (i)
make a lump sum payment to Landlord equal to one-twelfth (1/12) of Tenant's
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Expense Share for such Adjustment Year multiplied by the number of months in
such Adjustment Year that will have elapsed prior to the first monthly payment
required by clause (ii) hereof, and (ii) begin paying to Landlord, as additional
monthly rent, due and payable on the first day of each month, an amount equal to
one-twelfth (1/12) of Tenant's Expense Share. After the expiration of each
Adjustment Year and the preparation of the annual statement of Real Estate Taxes
and Operating Costs for such Adjustment Year, Landlord shall submit to Tenant a
statement showing the determination of Tenant's Expense Share. If such statement
shows that the total of Tenant's monthly payments for such Adjustment Year
pursuant to this Section 5 exceed Tenant's Expense Share for such Adjustment
Year, then Tenant may deduct such overpayment from its next payment or payments
of Base Rent. If such statement shows that Tenant's Expense Share for such
Adjustment Year exceeded the aggregate of Tenant's monthly payments for such
Adjustment Year pursuant to this Section 5, then Tenant shall, within thirty
(30) days after receiving the statement, pay such deficiency to Landlord. In the
event that the number of days of the term which occur within the last Adjustment
Year is less than 365, then the amount payable by Tenant pursuant to this
Section 5 for such Adjustment Year shall be determined by multiplying the amount
of Tenant's Expense Share for the full period of such Adjustment Year by a
fraction with the number of days of the term occurring during such Adjustment
Year as the numerator and with 365 as the denominator. For calendar year 1993,
the amount payable by Tenant pursuant to this Section 5 shall be determined by
multiplying the amount Tenant's Expense Share for the full 12 months of 1993 by
1/12 (representing the portion of calendar year 1993 occurring on and after the
Rent Commencement Date).
(e) Notwithstanding the provision of Section 5(c) to the contrary, in the
event Landlord, at any time or times, makes a capital investment in
energy-saving equipment and thereby reduces the consumption of electricity in
the Building while maintaining the level of services required to be provided in
Section 16 hereof, the cost of such energy-saving equipment shall be amortized
over the useful life thereof and such annual amortization (as well as all
payments of interest thereon) shall be included in Operating Costs.
(f) If during all or part of any Adjustment Year, Landlord shall not furnish
any particular item of work or service (that would be included in Operating
Costs) to one hundred percent (100%) of the gross rentable area of the Building
because less than all of the Building is occupied or any tenant is itself
obtaining and providing such item of work or service, then an adjustment shall
be made in the Operating Costs for such Adjustment Year so that the Operating
Costs for such Adjustment Year shall be increased for such Adjustment Year to
the amount that Landlord determines would have been reasonably incurred had
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Landlord provided such item of work or service to one hundred percent (100%) of
the gross rentable area of the Building for the entire Adjustment Year.
6. Separate Metering for Electricity. Landlord shall furnish a separate meter
or submeter for measuring electricity consumption in the demised premises, and,
throughout the term of this Lease, Tenant shall pay directly to the electric
utility all amounts payable to the utility, as measured by the meter.
7. Use of Demised Premises. Tenant will use and occupy the demised premises
solely for general office purposes and in accordance with the use permitted
under applicable zoning regulations. Without the prior written consent of
Landlord, the demised premises will not be used for any other purposes. Tenant
will not use or occupy the demised premises for any unlawful purpose, and will
comply with, and make any alteration to the demised premises as may be necessary
to effect compliance with, all present and future laws applicable to the
jurisdiction in which the Building is located.
8. Assignment and Subletting.
(a) 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 Landlord
shall not unreasonably withhold, delay or condition), 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 Landlord shall not
unreasonably withhold, delay or condition). Without limitation of the foregoing,
Landlord shall have the right, in its absolute discretion, to withhold its
consent to any assignment, transfer, or sublet to, or to any other transaction
with, any governmental authority or agency, to any tenant having sovereign or
diplomatic immunity, to any medical, dental, or clinical practice, or to any
school or user for classroom purposes. Landlord may require Tenant to obtain and
submit current financial statements of any proposed subtenant or assignee prior
to granting its consent. In the event of any assignment hereunder, Tenant shall
pay to Landlord a fee to cover accounting costs, plus any legal fees incurred by
Landlord as a result of the assignment. The consent by Landlord to any
assignment or subletting shall not be construed as a waiver or release of Tenant
from the terms of 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 of 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
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hereby assigns to Landlord the rent due from any subtenant and hereby authorizes
each such subtenant to pay said rent directly to Landlord.
(b) If Landlord consents to an assignment of the Lease or to a sublease of
all or any portion of the demised premises, Tenant shall pay to Landlord, upon
receipt thereof from the assignee or subtenant, as the case may be, fifty
percent (50%) of any "Profit" (as hereinafter defined) collected by Tenant from
the assignee or subtenant, as the case may be. "Profit" means the excess of (i)
all sums payable by the assignee or subtenant as rent or other consideration for
the assignment or sublease over (ii) all sums payable to Landlord as Base Rent
and additional rent hereunder plus costs reasonably incurred by Tenant in
assigning or subleasing the space, including, without limitation, advertising
costs, brokerage commissions, and legal fees and expenses.
9. Maintenance. Tenant will keep the demised premises and fixtures and
equipment therein in clean, safe, and sanitary condition, will take good care
thereof, will suffer no waste or injury thereto, and will, at the expiration or
other termination of the term of this Lease, surrender the same, broom clean, in
the same order and condition in which they are on the Lease Commencement Date,
ordinary wear and tear and damage by the elements excepted.
10. Alterations. Tenant will not make or permit anyone to make any
alterations, decorations, additions, or improvements, structural or otherwise,
in or to the demised premises or the Building ("Alterations") without the prior
written consent of Landlord; provided, however, that Landlord's consent shall
not be required for non-structural Alterations which cost less than $25,000 to
perform. All Alterations permitted by Landlord must conform to all rules,
regulations, and requirements of the federal, state, and municipal governments,
and conform harmoniously with the Building's design and interior decoration.
Tenant shall and does hereby indemnify and hold Landlord harmless from and
against any and all expenses, liens, claims, or damages to person or property
which may or might arise by reason of the making of any Alterations. If any
Alteration is made without the prior written consent of Landlord, Landlord may
correct or remove the same, and Tenant shall be liable for any and all expenses
incurred by Landlord in the performance of this work. All Alterations made by
either party shall, at Landlord's election, immediately become the property of
Landlord and shall remain upon and be surrendered with the demised premises as a
part thereof at the end of the term hereof without disturbance, molestation, or
injury. Should Landlord elect that any Alterations installed by Tenant be
removed upon the expiration or termination of this Lease, Tenant shall remove
the same at Tenant's sole cost and expense and if Tenant fails to remove the
same, Landlord may
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remove the same at Tenant's expense and Tenant shall reimburse Landlord for the
cost of such removal together with any and all damages which Landlord may
sustain by reason of such default by Tenant.
11. Signs: Furnishings. No sign, advertisement, or notice shall be inscribed,
painted, affixed, or displayed by Tenant on any part of the outside or the
inside of the Building, and if any such sign, advertisement, or notice is
nevertheless exhibited by Tenant, Landlord shall have the right to remove the
same and Tenant shall be liable for any and all expenses incurred by Landlord.
At Tenant's sole cost and expense, nameplates identifying Tenant shall be posted
on the Building directory and on the doors of the offices, in such places,
number, size, color, and style as are approved by Landlord. Landlord shall have
the right to prescribe the weight and position of safes and other heavy
equipment or fixtures, which shall, if considered necessary by the Landlord,
stand on plank strips to distribute the weight. Any and all damage or injury to
the demised premises or the Building caused by moving the property of Tenant
into, in, or out of the demised premises, or due to the same being on the
demised premises, shall be repaired by, and at the sole cost of, Tenant. All
moving of furniture, equipment, and other material within the public area shall
be at such times and conducted in such manner as Landlord may reasonably require
in the interest of all tenants within the Building.
12. Inspection. Tenant will permit Landlord, or its representative, to enter
the demised premises at any time and from time to time, without charge therefor
to Landlord and without diminution of the rent payable by Tenant, to examine,
inspect, and protect the same, and to make such alterations and/or repairs as in
the judgment of Landlord may be deemed necessary, or to exhibit the same to
prospective tenants, lenders, or purchasers.
13. Insurance Rating.
(a) Tenant will not conduct or permit to be conducted any activity, or place
any equipment in or about the demised premises, which will, in any way, increase
the rate of fire insurance or other insurance on the Building.
(b) Tenant shall carry comprehensive general liability insurance in a company
or companies licensed to do business in the State of Maryland and approved by
Landlord. Tenant shall carry property damage insurance for all of its equipment,
other personal property and trade fixtures, located or installed in the demised
premises. Landlord shall carry property insurance on all other Alterations in
the demised premises and on the Building, in such amounts as its first Mortgagee
may require (or, if there is no first Mortgage, in commercially reasonable
amounts). All of
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the insurance required under this Subsection shall be in minimum amounts
approved by Landlord from time to time (but, with respect to liability
insurance, in limits of not less than $1,000,000 combined single limit annual
aggregate for bodily injury, death and property damage), and shall name
Landlord, Landlord's managing agent and any Mortgagee, as hereinafter defined,
as additional insureds, as their interests may appear. Landlord and Tenant agree
that in the event the demised premises or the contents thereof are damaged or
destroyed by fire or other casualty, the rights, if any, of either party against
the other with respect to such damage or destruction are waived, and that all
policies of fire and/or extended coverage or other insurance covering the
demised premises or the contents thereof shall contain a waiver of subrogation
clause or endorsement in form acceptable to Landlord. Landlord and Tenant
further agree to provide endorsements for said insurance policies agreeing to
the waiver of subrogation as required. If required by Landlord, receipts
evidencing payment for said insurance shall be delivered to Landlord at least
annually by Tenant and each policy shall contain an endorsement that will
prohibit its cancellation prior to the expiration of thirty (30) days after
notice of such proposed cancellation to Landlord.
14. Tenant's Equipment. Tenant will not install or operate in the demised
premises any electrically operated equipment or other machinery, other than
desk-top computers, electric typewriters, adding machines, radios, televisions,
telex machines, clocks, and table top copying machines, without first obtaining
the prior written consent of Landlord. Tenant shall not install any other
equipment of any kind or nature whatsoever (including, without limitation,
electric space heaters and supplementary air-conditioning units) which will or
may necessitate any changes, replacements, or additions to, or in the use of,
the water system, heating system, plumbing system, air conditioning system, or
electrical system of the demised premises or the Building without first
obtaining the prior written consent of Landlord.
15. Indemnity. Tenant shall, and does hereby, indemnify and hold harmless
Landlord from and against any loss, damage, liability, cost, or expense
occasioned by or in any way related to or connected with the use and occupancy
of the demised premises by Tenant, its agents, employees, invitees, or persons
permitted in the demised premises by Tenant.
16. Services and Utilities. It is agreed that Landlord will furnish air
conditioning and heating to the demised premises between the hours of 8:00 a.m.
and 7:00 p.m., Monday through Friday (except Holidays, as hereinafter defined),
and 9:00 a.m. and 3:00 p.m. on Saturdays (except Holidays) during the
appropriate seasons of the year. Landlord's provision of air conditioning and
heating shall be based upon standard electrical
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energy requirements of not more than an average of five (5) ▇▇▇▇▇ per square
foot of the demised premises and a human occupancy of not more than one person
for each one hundred twenty (120) square feet of the demised premises. Landlord
shall have the right to operate the heating, ventilating, and air-conditioning
("HVAC") system in the most energy-efficient manner possible, consistent with
maintenance of temperatures within legally mandated limits or within the limits
established in the building design. Landlord may install a computerized
energy-management system that operates the HVAC system in on-off cycles to
control electrical demand and energy consumption. Extra hours of heating,
ventilating, and air conditioning will be provided to Tenant upon Tenant's
request, and at Landlord's option, upon at least twenty-four (24) hours advance
notice to Landlord. Tenant will be charged Landlord's cost therefor based upon
Landlord's estimate of additional utility consumption and employee overtime and
any other cost whatsoever associated with such extra service. It is further
agreed that Landlord will provide such reasonably adequate electricity, water,
lavatory supplies for public restrooms, exterior window cleaning service, and,
Monday through Friday only (except Holidays), char and janitorial service as is
normal and customary in comparable office buildings in the Baltimore, Maryland
Metropolitan area in office areas finished in building standard materials.
Landlord will also provide elevator service by means of automatically-operated
elevators on all regular elevators between the hours of 8:00 a.m. and 7:00 p.m.,
Monday through Friday (except Holidays), and 9:00 a.m. and 3:00 p.m., on
Saturdays (except Holidays); provided, however, that Landlord shall have the
right to remove elevators from service as the same shall be required for moving
freight or for servicing or maintaining the elevators and/or the Building;
provided, further, that Landlord shall maintain at least one (1) elevator in
service on a twenty-four (24) hour basis at all times. It is understood and
agreed that Landlord shall not be liable for failure to furnish, or for delay or
suspension in furnishing, any of the services required to be performed by
Landlord caused by breakdown, maintenance, repairs, strikes, scarcity of labor
and/or materials, acts of God, or from any other cause. If the Building
equipment should cease to function properly, Landlord shall use reasonable
diligence to repair the same promptly. Building Holidays shall be New Year's
Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas Day,
and any other federally designated holidays which Landlord may choose to
acknowledge.
17. Liability of Landlord. Except for damages arising from Landlord's
negligence, Landlord shall not be liable to Tenant, its employees, agents,
business invitees, licensees, customers, clients, family members, guests, or
trespassers for any damage, compensation, or claim arising from (i) the
necessity of repairing any portion of the Building, (ii) any interruption in the
use of the demised premises, (iii) any accident or damage
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resulting from the use or operation (by Landlord, Tenant, or any other person or
persons whatsoever) of elevators, or heating, cooling, electrical, or plumbing
equipment or apparatus, (iv) the termination of this Lease by reason of the
destruction of the demised premises, (v) any fire, robbery, theft, criminal act,
and/or any other casualty, (vi) any leakage in any part of the demised premises
or the Building, or from water, rain, or snow that may leak into, or flow from,
any part of the demised premises or the Building, or from drains, pipes, or
plumbing work in the Building, or (vii) any other cause whatsoever. Except as
and to the extent set forth in Section 18 hereof, Tenant shall not be entitled
to any abatement or diminution of ease Rent or additional rent as a result of
any of the foregoing occurrences, nor shall the same release Tenant from its
obligation hereunder or constitute an eviction. Any goods, property, or personal
effects stored or placed by Tenant in or about the demised premises or Building
shall be at the sole risk of Tenant. Notwithstanding the foregoing, Landlord
shall not be liable to Tenant for any loss or damage to personal property, or
injury to person, whether or not the result of Landlord's negligence, to the
extent that Tenant is compensated therefor by Tenant's insurance. The employees
of Landlord are prohibited from receiving any packages or other articles
delivered to the Building for Tenant, and if any such employee receives any such
package or articles, such employee shall be the agent of Tenant and not of
Landlord. Landlord shall not be obligated to provide or maintain any security
patrol or security system. However, if Landlord elects to provide such patrol or
system, the cost thereof shall be included in Operating Costa as defined in
Section 5(c) hereof. Landlord shall not be responsible for the quality of any
such patrol or system which may be provided hereunder or for damage or injury to
Tenant, its employees, invitees, or others due to the failure, action, or
inaction of such patrol or system.
18. Damage by Fire or Casualty. In the event of damage to or destruction of
the demised premises by fire or any other casualty, if the demised premises are
not made untenantable this Lease shall not be terminated, but the demised
premises shall, subject to the provisions of this Section, be promptly and fully
repaired and restored as the case may be by Landlord at its own cost and
expense. Due allowance, however, shall be given for reasonable time required for
adjustment and settlement of insurance claims, and for such other delays beyond
Landlord's control. If during the term of this Lease the demised premises shall
be so damaged by fire or other casualty as to be untenantable, and if Landlord
reasonably determines that the demised premises cannot be repaired within two
hundred seventy (270) days after the date of the fire or other casualty,
Landlord shall so certify to Tenant and either party hereto, upon written notice
to the other party given within thirty (30) days after the date of Landlord's
certification, may terminate this Lease, in
- 11 -
which case the rent shall be apportioned and paid to the date of said fire or
other casualty. In the event the Landlord elects to repair and/or restore the
damaged demised premises, said repairs and restoration shall be pursued
diligently by the Landlord. No compensation, claim, or diminution of rent will
be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury
to business arising from the necessity of repairing the demised premises or any
portion of the Building, however the necessity may occur.
19. Damage Caused by Tenant. All injury or damage to the demised premises or
the Building caused by Tenant or its agents, employees, and invitees shall be
repaired by Tenant at Tenant's sole expense.
20. Default of Tenant. If Tenant shall (a) fail to pay when due in the manner
provided in Section 4(b) hereof any monthly installment of Base Rent or any
other charge or payment required of Tenant hereunder (any such charge or payment
being conclusively deemed to be additional rent payable hereunder), and such
default continues for ten (10) days after Landlord gives Tenant a written notice
specifying the failure, or (b) violate or fail to perform any of the other
conditions, covenants, or agreements herein made by Tenant, and such violation
or failure shall continue for a period of thirty (30) days after written notice
thereof to Tenant by Landlord, plus such additional period of time as may be
reasonably necessary to cure such violation or failure, provided Tenant
commences the cure within the 30-day period and prosecutes the same to
completion with due diligence, or (c) vacate or abandon the demised premises,
then in any of said events this Lease shall, at the option of Landlord, cease
and terminate and shall operate as a notice to quit (any notice to quit or of
Landlord's intention to re-enter being hereby expressly waived) and Landlord may
proceed to recover possession under and by virtue of the provisions of the laws
of the State of Maryland, or by such other proceedings, including re-entry and
possession, as may be applicable. If Landlord elects to terminate this Lease,
the obligations herein contained on the part of Landlord to be performed shall
cease without prejudice; provided, however, that Landlord shall retain the right
to recover from Tenant all rental and other charges accrued up to the time of
such termination, or recovery of possession by Landlord, whichever is later.
Should this Lease be terminated before the expiration of the term of this Lease
by reason of Tenant's default as hereinabove provided, or if Tenant shall
abandon or vacate the demised premises before the expiration or termination of
the term of this Lease, the demised premises may be relet by Landlord, for such
rent and upon such terms as Landlord is able to obtain, and, if the full rental
hereinabove provided shall not be realized by Landlord, Tenant shall be liable
for all damages sustained by Landlord, including, without limitation, deficiency
in rent and all other charges due hereunder, reasonable
- 12 -
attorneys' fees, other collection costs, and all expenses (including leasing
fees) of placing the demised premises in first-class rentable condition.
Landlord shall have no duty to mitigate damages. Any damage or loss sustained by
Landlord may be recovered by Landlord, at Landlord's option, at the time of the
reletting, or in separate actions, from time to time, as said damage shall have
been made more easily ascertainable by successive relettings, or, at Landlord's
option, may be deferred until the expiration of the term of this Lease, in which
event the cause of action shall not be deemed to have accrued until the date of
expiration of said term. The provisions contained in this Section shall be in
addition to and shall not prevent the enforcement of any claim Landlord may have
against Tenant for anticipatory breach of the unexpired term of this Lease.
Without limitation of the foregoing, in the event that Tenant shall be in
default under this Lease, Tenant shall be liable to Landlord for all court
costs, if any, and for Landlord's reasonable costs and expenses, including
attorneys' fees and expenses, which in any way are connected with Tenant's
default. All rights and remedies of Landlord under this Lease shall be
cumulative and shall not be exclusive of any other rights and remedies provided
to Landlord under applicable law.
21. Waiver. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same shall
not constitute a waiver of any covenant herein contained nor of any of
Landlord's rights hereunder. No waiver by Landlord of any breach of any
covenant, condition, or agreement herein contained shall operate as a waiver of
such covenant, condition, or agreement itself, or nor any subsequent breach
thereof. No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly installment of Base Rent or other charges herein stipulated shall be
deemed to be other than on account of the earliest stipulated Base Rent and
other charges, nor shall any endorsement or statement on any check or letter
accompanying a check for payment of Base Rent or other charge be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such Base Rent or other
charge or to pursue any other remedy provided in this Lease. No re-entry by
Landlord, and no acceptance by Landlord of keys from Tenant, shall be considered
an acceptance of a surrender of this Lease.
22. Attornment. This Lease is subject and subordinate to the lien of all and
any first Mortgages ("Mortgages" shall include both construction and permanent
financing and shall include deeds of trust and similar security instruments, and
"Mortgagee" shall include the holder or holders (or, with respect to deeds of
trust, the beneficiary or beneficiaries) of any such Mortgage or Mortgages)
which may now or hereafter encumber or otherwise affect the real estate
(including the Building) of which the demised premises form a part, or
Landlord's interest
- 13 -
therein, and to all and any renewals, extensions, modifications, recastings, or
refinancings thereof; provided, however, that this Lease shall not be subject or
subordinate to the lien of any future first Mortgage unless the Tenant first
receives a nondisturbance agreement from the Mortgagee in form satisfactory to
Tenant. In confirmation of such subordination, Tenant shall, at Landlord's
request, promptly execute any requisite or appropriate certificates or other
documents. Tenant hereby constitutes and appoints Landlord as Tenant's
attorney-in-fact to execute any such certificates for or on behalf of Tenant.
Tenant agrees that in the event that any proceedings are brought for the
foreclosure of any Mortgage, Tenant shall attorn to the purchaser at such
foreclosure sale if requested to do so by such purchaser, and to recognize such
purchaser as the Landlord under this Lease, and Tenant waives the provision of
any statute or rule of law, now or hereafter in effect, which may give or
purport to give Tenant any right to terminate or otherwise adversely affect this
Lease and the obligations of Tenant hereunder in the event that any such
foreclosure proceeding is prosecuted or completed. Notwithstanding the
foregoing, Tenant agrees that the holder of any first Mortgage shall have the
right to make this Lease superior to the lien of such first Mortgage, by the
filing of subordination statements or otherwise, and Tenant hereby consents to
any such filing.
23. Condemnation. If all or substantially all of the demised premises shall
be taken or condemned by any governmental authority for any public or
quasi-public use or purpose (including sale under threat of such a taking), then
the term of this Lease shall cease and terminate as of the date when title vests
in such governmental authority. If less than substantially all of the demised
premises is taken or condemned by any governmental authority for any public or
quasi-public use or purpose, the rent and other charges due hereunder shall be
equitably adjusted as of the date when the title vests in such governmental
authority. Tenant shall have no claim against Landlord (or otherwise) for any
portion of the amount that may be awarded as damages as a result of any
governmental taking or condemnation (or sale under threat of such taking or
condemnation) or for the value of any unexpired term of the Lease; provided,
however, that Tenant may assert any claim that it may have against the
condemning authority for compensation for any fixtures owned by Tenant and for
any relocation expense compensable by statute, and receive such award therefor
as may be allowed in the condemnation proceedings, if such award shall be made
in addition to and stated separately from the award made for the land and the
Building or the part thereof so taken.
24. Rules and Regulations. Tenant and its agents and employees shall abide by
and observe the rules and regulations attached hereto as Exhibit C, and such
other rules or regulations as may be promulgated from time to time by Landlord,
with a copy
- 14 -
sent to Tenant, for the operation and maintenance of the Building.
25. Covenants of Landlord. Landlord covenants that it has the right to make
this Lease for the term aforesaid, and that if Tenant shall pay the rental and
perform all of the covenants, terms, and conditions of this Lease to be
performed by Tenant, Tenant shall, during the term hereby created, freely,
peaceably, and quietly occupy and enjoy the full possession of the demised
premises without molestation or hindrance by Landlord or any party claiming
through or under Landlord. In the event of any sale or transfer by the then
Landlord hereunder of the Building, the Landlord whose interest is thus sold or
transferred shall be and hereby is completely released and forever discharged
from and in respect of all covenants, obligations, and liability as Landlord
hereunder accruing after the date of such sale or transfer.
26. No Partnership. Nothing contained in this Lease shall be deemed or
construed to create a partnership or joint venture of or between Landlord and
Tenant or to create any other relationship between the parties hereto other than
that of landlord and tenant.
27. No Representations by Landlord. Neither Landlord nor any agent or
employee of Landlord has made any representations or promises with respect to
the demised premises or the Building except as herein expressly set forth, and
no rights, privileges, easements, or licenses are acquired by Tenant except as
herein expressly set forth. The Tenant, by taking possession of the demised
premises, shall accept the same "as is", and such taking of possession shall be
conclusive evidence that the demised premises and the Building are in good and
satisfactory condition at the time of such taking of possession.
28. Brokers. Each party hereto represents and warrants to the other that it
has employed no brokers, finders, or consultants in respect of this Lease, other
than the Broker or Brokers identified in Section 1 hereof, and each such party
shall indemnify and hold harmless the other party hereto from loss, liability or
expense, including reasonable attorneys' fees, arising by reason of a breach of
such representation and warranty. Landlord shall pay to the Brokers any
commission or compensation payable to such Brokers pursuant to a separate
written agreement executed by Landlord and the Brokers.
29. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered in person, or by certified
or registered mail, return receipt requested, first-class, postage prepaid,
addressed to the parties hereto at their respective addresses set forth in
Section 1,
- 15 -
unless notice of a change of address is given pursuant to the provision of this
Section 29.
30. 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 a statement in writing certifying to such
information relating to Tenant and this Lease as Landlord may request. Any such
statement delivered pursuant hereto may be relied upon by any owner of the
Building, any prospective purchaser of the Building, any Mortgagee or
prospective Mortgagee of the Building or of Landlords interest, or any
prospective assignee of any such Mortgage.
31. Holding Over. In the event that Tenant shall not immediately surrender
the demised premises on the date of expiration of the term hereof, and Tenant
shall hold over with the consent of Landlord, Tenant shall, by virtue of the
provisions hereof, become a tenant by the month at 150% of the monthly rental in
effect during the last month of the term of this Lease (including any increases
in such monthly rental pursuant to the provisions hereof), which said monthly
tenancy shall commence with the first day next after the expiration of the term
of this Lease. Tenant, as a monthly tenant, shall be subject to all of the
conditions and covenants of this Lease, including any additional rent provisions
hereof, and Tenant shall give to Landlord at least thirty (30) days' written
notice of any intention to quit the demised premises, and Tenant shall be
entitled to thirty (30) days' written notice to quit. Notwithstanding the
foregoing provisions of this Section 31, 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 the demised premises promptly at the expiration
of the term of this Lease, then at any time prior to Landlord's acceptance of
rent from Tenant as a monthly tenant hereunder, Landlord, at its option, may
forthwith reenter and take possession of the demised premises without process,
or by any legal process in force at such time in the State of Maryland.
Furthermore, in the event Tenant continues to occupy the demised premises after
the date of expiration of the term of this Lease or any extension period, Tenant
hereby agrees to pay to Landlord, upon demand by Landlord, for each month or
part of a month Tenant occupies the demised premises after the date of
expiration of the term of this Lease or any extension period thereof, an amount
determined by multiplying the amount equal to the monthly rental in effect
during the last month of the term of this Lease (including any increases in such
monthly rental pursuant to the provisions hereof) by one and one-half (1 1/2).
32. Right of Landlord to Cure Tenant's Default. If Tenant defaults in the
making of any payment or in the doing of any act herein required to be made or
done by Tenant, then Landlord may,
- 16 -
but shall not be required to, make such payment or do such act on behalf of
Tenant, and the amount of the expense thereof, if made or done by Landlord, with
interest thereon at a rate equal to the lower of (i) the prime rate of interest
designated by Maryland National Bank, or any successor bank thereto, as
announced from time to time, plus two percent (2%) per annum, or (ii) the
maximum rate permitted by applicable law from the date any such payment is paid
by Landlord, shall be paid by Tenant to Landlord and shall constitute additional
rent hereunder, due and payable with the next monthly installment of Base Rent;
but the making of such payment or the doing of such act by Landlord shall not
operate to cure such default or to estop Landlord from the pursuit of any remedy
to which Landlord would otherwise be entitled. If Tenant fails to pay in the
manner provided in Section 4(b) hereof any installment of rent or additional
rent on or before the date the same becomes due and payable, such unpaid
installment shall bear interest at a rate equal to the lower of (i) the prime
rate of interest designated by Manufacturer's Hanover Trust Company, or any
successor bank thereto, as announced from time to time, plus five percent (5%)
per annum or (ii) the maximum rate permitted by applicable law from the date
such installment became due and payable to the date of payment thereof by
Tenant. In addition, if Tenant fails to pay any installment of rent or
additional rent within five (5) days after the same becomes due and payable,
Tenant shall pay to Landlord a late charge of five percent (5%) of the amount of
such installment. Any such interest and/or late charge shall constitute
additional rent hereunder, due and payable with the next monthly installment of
Base Rent. A failure by Landlord to ▇▇▇▇ Tenant for either of such charges at
the time of their accrual shall not be deemed a waiver by Landlord of its right
to accumulate such charges or to collect from Tenant for such accrued charges on
a periodic basis. Tenant shall perform all obligations on its part to be
performed hereunder promptly and in a timely fashion and shall promptly pay all
bills sent by Landlord.
33. Benefit and Burden. Subject to the provisions of Section 8 hereof, the
provisions of this Lease shall be binding upon, and shall inure to the benefit
of, the parties hereto and each of their respective representatives, successors
and assigns. Landlord may freely and fully assign its interest hereunder.
34. [Intentionally Omitted.]
35. Landlord as an Individual or Partnership. If Landlord or any successor in
interest to Landlord shall be an individual, joint venture, firm, corporation,
limited liability company, or partnership, general or limited, there shall be no
personal liability on such individual, the shareholders or directors of the
corporation, the members of the limited liability company, or the partners of
such firm, partnership, or joint venture with
- 17 -
respect to any of the provisions of this Lease, any obligation arising therefrom
or in connection therewith. In such event, Tenant shall look solely to the
equity of the then owner in the demised premises and the Building for the
satisfaction of any remedies of Tenant in the event of a breach by the Landlord
of any of its obligations hereunder.
36. Ground Lease. In the event that at any time the Land upon which the
Building is constructed is leased by Landlord pursuant to a lease (hereinafter
referred to as the "Ground Lease") from the owner of such Land, as lessor, to
Landlord, as lessee, then no termination of the Ground Lease nor the institution
of any suit, action, or proceeding by the lessor under the Ground Lease seeking
to terminate the Ground Lease shall result in a cancellation or termination of
this Lease or Tenant's obligations hereunder. Tenant covenants and agrees that
if by reason of a default under the Ground Lease, the Ground Lease and the
leasehold estate in the demised premises are terminated, the Tenant will attorn
to the then holder of the reversionary interest in the demised premises or to
anyone who shall succeed to the interest of Landlord, or to the lessee of a new
underlying lease entered into pursuant to the provisions of such underlying
lease, and will recognize such holder, and/or such successor in interest to
Landlord and/or such lessee, as Tenants Landlord under this Lease. Tenant agrees
to execute and deliver, at any time and from time to time, upon the request of
Landlord or of the lessor under any such underlying lease any instrument which
may be necessary or appropriate to evidence such attornment. Tenant further
waives the provision of any statute or rule of law now or hereafter in effect
which may give or purport to give Tenant any right of election to terminate this
Lease or to surrender possession of the demised premises in the event any
proceeding is brought by the lessor under any underlying lease to terminate the
same, and agrees that this Lease shall not be affected in any way whatsoever by
any such proceeding.
37. Additional Rights. Landlord shall have the right to change, alter or
renovate the Building, without liability to Tenant for damage or injury to
property, person, or business, all claims for damage being hereby released by
Tenant, and without effecting an eviction or disturbance of Tenant's use or
possession or giving rise to any claim for setoffs or abatement of rent. In
performance of the renovation program, Landlord, its agents, contractors, etc.,
shall have the right to enter Tenant's demised premises to perform renovation
work during and after building hours, upon at least one (1) day's notice. Tenant
shall cooperate with Landlord in temporarily relocating furniture, fixtures,
personal property, and personnel as required to complete the renovation work in
the Building.
- 18 -
38. Financial Statements. Tenant, upon its execution hereof, and thereafter
upon written request by Landlord, will provide Landlord with a copy of its
financial statements, and may provide copies of the statements to existing
Mortgagees and potential lenders or purchasers.
39. Insolvency or Bankruptcy of Tenant. In the event Tenant makes an
assignment for the benefit of creditors, or a receiver of Tenant's assets is
appointed, or Tenant files a voluntary petition in any bankruptcy or insolvency
proceeding, or an involuntary petition in any bankruptcy or insolvency
proceeding is filed against Tenant and the same is not discharged within sixty
(60) days, or Tenant is adjudicated as bankrupt, Landlord shall have the option
of terminating this Lease by sending written notice to Tenant of such
termination and, upon such written notice being given by Landlord to Tenant, the
term of this Lease shall, at the option of Landlord, end, and Landlord shall be
entitled to immediate possession of the demised premises and to recover damages
from Tenant in accordance with the provisions of Section 20 hereof.
40. Mortgagee Protection. Tenant agrees to give any Mortgagee(s), by
certified or registered mail, a copy of any notice of default served upon the
Landlord by Tenant, provided that prior to such notice Tenant has been notified
in writing (by way of notice of assignment of rents and leases, or otherwise) of
the addresses of such Mortgagee(s). Tenant further agrees that if Landlord shall
have failed to cure such default within a reasonable time, then the Mortgagee(s)
shall have a reasonable time thereafter within which to cure such default
(including such additional time as may be necessary for the Mortgagee to obtain
possession of the Building and to be able to take action to cure such default).
41. Waiver of Jury Trial. Landlord and Tenant hereby waive their right to a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter whatsoever arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant hereunder, Tenant's use of or occupancy of the demised premises, and any
claim or counterclaim of injury, damage or otherwise by Landlord and Tenant
against or with respect to each other.
42. Gender and Number. Feminine or neuter pronouns shall be substituted for
those of the masculine form, and the plural shall be substituted for the
singular number, in any place or places therein in which the context may require
such substitution.
43. Entire Agreement. This Lease, together with the Exhibits and any Addenda
attached hereto, contains and embodies
- 19 -
the entire agreement of the parties hereto, and no representations, inducements,
or agreements, oral or otherwise, between the parties not contained in this
Lease, Riders, and Exhibits, shall be of any force or effect. This Lease may not
be modified, changed, or terminated in whole or in part in any manner other than
by an agreement in writing duly signed by both parties hereto.
44. Invalidity of Particular Provisions. If any 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 provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.
45. Joint and Several Liability. All persons and entities comprising Tenant
under this Lease shall be jointly and severally liable to Landlord for all of
the obligations of Tenant under this Lease.
- 20 -
IN WITNESS WHEREOF, Landlord and Tenant have each executed this Lease under
seal as of the day and year hereinabove written
LANDLORD
CHALREP LIMITED PARTNERSHIP
WITNESS:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- -------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- -----------------------------
Title: Title: President of Chalrep, Inc.
-------------------------- General Partner
----------------------------
TENANT
RADIO ONE, INC.
WITNESS/ATTEST
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------- -----------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- ---------------------------
Title: Secretary Title: President
---------------------------- --------------------------
EXHIBIT A
FLOOR PLAN
[IMAGE OMITTED]
FLOOR PLAN
[IMAGE OMITTED]
FLOOR PLAN
[IMAGE OMITTED]
EXHIBIT B
[Intentionally Omitted.]
- 1 -
EXHIBIT C
RULES AND REGULATIONS
1. No part or the whole of the sidewalks, plaza areas, entrances, passages,
courts, elevators, vestibules, stairways, corridors, or halls of the
Building or the Land shall be obstructed or encumbered by any tenant or
used for any purpose other than ingress and egress to and from the space
demised to such tenant.
2. No awnings or other projections shall be attached to the outside walls or
windows of the Building. No curtains, blinds, shades, or screens (other
than those furnished by Landlord as part of Landlords work) shall be
attached to or hung in, or used in connection with, any window or door of
the space demised to any tenant, without the written consent of Landlord.
3. No sign, advertisement, object, notice, or other lettering shall be
exhibited, inscribed, painted, or affixed on any part of the outside or
inside of the space demised to any tenant or of the Building or the Land.
4. No show cases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the halls, corridors,
vestibules, or other public parts of the Building.
5. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances (including, without
limitation, coffee grounds) shall be thrown therein.
6. No tenant shall bring or keep, or permit to be brought or kept, any
inflammable, combustible, or explosive fluid, material, chemical, or
substance in or about the space demised to such tenant.
7. No tenant shall ▇▇▇▇, paint, drill into, or in any way deface, any part of
the Building or the space demised to such tenant. No bonding, cutting, or
stringing of wires will be permitted.
8. No cooking shall be done or permitted in the Building by any tenant. No
tenant shall cause or permit any unusual or objectionable odors to emanate
from the space demised to such tenant.
9. Neither the whole nor any part of the space demised to any tenant shall be
used for manufacturing, for the storage of
- 1 -
merchandise, or for the sale of merchandise, goods, or property.
10. No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with other tenants or occupants of the
Building or neighboring buildings or premises whether by the use of any
musical instrument, radio, television set, or other audio device, unmusical
noise, whistling, singing, or in any other way. Nothing shall be thrown out
of any doors, windows, or skylights or down any passageways.
11. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows in the space demised to any tenant, nor shall any changes
be made in locks or the mechanism thereof. Each tenant must, upon the
termination of its tenancy, return to Landlord all keys to offices and
toilet rooms, either furnished to, or otherwise procured by, such tenant,
and in the event of the loss of any such keys, such tenant shall pay
Landlord the reasonable cost of replacement keys.
12. All removals from the Building, or the carrying in or out of the Building
or the space demised to any tenant of any safes, freight, furniture, or
bulky matter of any description must take place during such hours and in
such manner as Landlord or its agents may determine, from time to time.
Landlord reserves the right to inspect all freight for violation of any of
these rules and regulations or the provisions of such tenant's lease.
13. No tenant shall use or occupy or permit any portion of the space demised to
such tenant to be used or occupied as an employment bureau or for the
storage, manufacture, or sale of liquor, narcotics or drugs. No tenant
shall engage or pay any employees in the Building, except those actually
working for such tenant in the Building, nor advertise for laborers giving
an address at the Building.
14. Landlord shall have the right to prohibit any advertising by any tenant
which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building for offices, and upon notice
from Landlord, such tenant shall refrain from or discontinue such
advertising.
15. Landlord reserves the right to control and operate the public portions of
the Building and the public facilities, as well as facilities furnished for
the common use of the tenants, in such manner as it deems best for the
benefit of the tenants generally, including, without limitation, the right
to exclude from the Building, between the hours of 6 P.M. and 8 A.M. on
business days and at all hours on
- 2 -
Saturdays, except between the hours of 8 A.M. to 1 P.M., Sundays and
Holidays, all persons who do not present a pass to the Building signed by
Landlord or other suitable identification satisfactory to Landlord.
16. Each tenant, before closing and leaving the space demised to such tenant at
any time, shall see that all entrance doors are locked.
17. No space demised to any tenant shall be used, or permitted to be used, for
lodging or sleeping or for any immoral or illegal purpose.
18. The requirements of tenants will be attended to only upon application at
the office of Landlord. Building employees shall not be required to
perform, and shall not be requested by any tenant to perform, any work
outside of their regular duties, unless under specific instructions from
the office of Landlord.
19. Canvassing, soliciting, and peddling in the Building are prohibited, and
each tenant shall cooperate in seeking the prevention of such.
20. There shall not be used in the Building, either by any Tenant or by its
agents or contractors, in the delivery or receipt of merchandise, freight,
or other matter, any hand trucks or other means of conveyance except those
equipped with rubber tires, rubber side guards, and such other safeguards
as Landlord may require.
21. No animals of any kind shall be brought into or kept about the Building by
any tenant.
22. No tenant shall place, or permit to be placed, on any part of the floor or
floors of the space demised to such tenant a load exceeding the floor load
per square foot which such floor was designed to carry and which is allowed
by law.
23. Landlord reserves the right to specify where in the space demised to any
tenant business machines and mechanical equipment shall be placed or
maintained, in order, in Landlord's judgment, to absorb and prevent
vibration, noise, and annoyance to other tenants of the Building.
24. No vending machines shall be permitted to be placed or installed in any
part of the Building by any tenant. Landlord reserves the right to place or
install vending machines in any of the common areas of the Building.
25. Tenant shall not: do or permit anything to be done in or about the demised
premises which will in any way obstruct or
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interfere with the rights of other tenants of the Building, or injure or
annoy them; use or allow the demised premises to be used for any improper,
immoral, or objectionable purpose; cause, maintain or permit any nuisance
in, on, or about the demised premises or commit or allow to be committed
any waste in, on, or about the demised premises. Tenant shall keep all
doors leading from the demised premises to the rest of the Building closed
at all times; provided, however, that such doors may be opened for ingress
or egress at the time of such ingress or egress.
26. Landlord reserves the right, at any time and from time to time, to rescind,
alter, or waive, in whole or in part, any of the Rules and Regulations when
it is deemed necessary, desirable, or proper, in Landlord's judgment, for
its best interests or for the best interests of the tenants.
The foregoing rules and regulations are hereby agreed to by Landlord and
Tenant.
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RIDER 1
OPTION TO RENEW
A. Provided that Tenant (i) has not defaulted under the terms of this Lease
and (ii) is in possession and occupancy of at least fifty percent (50%) of the
demised premises, then Tenant shall have one (1) option to renew the term of
this Lease for a period of five (5) consecutive years. Tenant's option to renew
the term of this Lease shall be exercisable as hereinafter set forth.
B. Tenant shall send Landlord written notice of Tenants desire to exercise the
lease option not less than 180 days prior to the expiration of the current Lease
term. The Base Rent for the renewal term (Lease Years 11-15) shall increase to
the amount set forth in Section 1 of the Lease.
C. All of the other terms and conditions of this Lease shall apply during the
renewal term except that there shall be no additional option to renew under this
Rider 1 or otherwise; and there shall be no interruption in the calculation of
Tenant's Expense Share during the renewal term.
D. In the event that Tenant does not fulfill any requirement of notice, or
comply with the schedule requirements as set forth herein, this option to renew
the term of this Lease shall become null and void.