MOR BENNINGTON LLLP
LEASE AGREEMENT
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Single-Story Building
THIS LEASE AGREEMENT (this "Lease") is made as of the 4th day of May
1999, between
MOR BENNINGTON LLLP, a Maryland limited liability limited partnership
("Landlord"), and GENVEC, INC., a Delaware corporation ("Tenant").
I. LEASED PREMISES
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A. LOCATION OF LEASED PREMISES. Landlord leases to
Tenant and Tenant leases from Landlord the "Leased Premises", comprised of the
entire single story building (the "Building"), containing approximately
forty-two thousand nine hundred (42,900) rentable square feet, located at ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the Bennington
Corporate Center in Gaithersburg, ▇▇▇▇▇▇▇▇▇▇ County, Maryland. The Leased
Premises are described more specifically in the attached EXHIBIT A which is
the site plan as approved by the City of Gaithersburg Planning Commission on
June 30, 1998. "Property", when used in this Lease, means the Building; Parcel
H upon which the Building is situated; and, all fixtures, equipment and other
improvements in or upon such land and/or Building, including sidewalks,
areaways, parking areas (subject to the parking easement whereby fifty-seven
(57) parking spaces located on Parcel H are designated for the benefit of
Parcel J as identified on Exhibit A), loading areas, gardens and lawns. SEE
RIDER NO. 1 -- Right of First Refusal, and RIDER NO. 2 -- Building Expansion
Space.
B. CONSTRUCTION OF THE LEASED PREMISES.
1. CONSTRUCTION OF BASE BUILDING. Landlord,
at its sole cost and expense, has completed construction of the base shell of
the Building (the "Base Building") in accordance with plans and specifications
attached hereto as Exhibit B and incorporated by reference herein (the "Base
Building Plans and Specifications"). Additionally, all systems development
charges for the Base Building hook-up and tap fees for six (6) toilets and six
(6) sinks and all costs for the two inch existing water meter, shall be paid
by Landlord. Landlord agrees that Landlord shall bear full responsibility for
the Base Building, and Base Building Plans and Specifications, as being in
compliance with all applicable requirements of law in effect as of the
Commencement Date, as hereafter defined, including without limitation, the
requirements of the law known as the Americans with Disabilities Act and the
regulations promulgated thereunder (the "ADA").
2. CONSTRUCTION OF TENANT IMPROVEMENTS.
Tenant shall hire ▇▇▇▇▇▇▇▇, Inc., or another architect and engineer acceptable
to Landlord who shall design the plans and specifications for the finishing of
the Leased Premises (the "Tenant Improvements"). Tenant acknowledges that it
has received and reviewed all information necessary from Landlord and
Landlord's representatives with respect to the Base Building, in order for
Tenant's architect and engineer to complete the plans and specifications for
the finishing of the Leased Premises (the "TI Plans and Specifications"). The
TI Plans and Specifications are subject to the prior written approval of
Landlord and Landlord's architect, which approvals shall not be unreasonably
withheld or conditioned. Landlord shall notify Tenant within seven (7)
calendar days following submission of the TI Plans and Specifications to
Landlord of Landlord's approval or disapproval of same or of Landlord's
requirement for and estimate of
additional time to review the plans and specifications. Failure to respond to
Tenant's request for approval within such seven calendar day period, shall be
deemed to constitute approval thereof. The TI Plans and Specifications, when
approved, shall be initialled by the parties, shall be attached hereto as
"Exhibit C" and shall be incorporated into this Lease by reference. Subject to
and except as otherwise provided in this Lease and further subject to and
except for Landlord's responsibility for the Base Building Plans and
Specifications and Base Building, Tenant shall bear full responsibility for
the TI Plans and Specifications and the improvements to the Leased Premises
constructed in accordance with the TI Plans and Specifications, as being in
compliance with all applicable requirements of law, including without
limitation, the ADA, as amended. Tenant releases Landlord from any claim by
Tenant arising out of failure of the Leased Premises to be in compliance with
all applicable requirements of law.
Landlord shall contribute Twenty-Eight Dollars
and Fifty Cents ($28.50) multiplied by the Rentable Area of the Leased
Premises ("Landlord's Initial Contribution") toward the cost of the Tenant
Improvements, including Tenant's architectural and engineering design fees,
and the cost of exterior signage (the "Leased Premises Cost"). After the TI
Plans and Specifications are approved, Landlord shall construct the Tenant
Improvements and finish the Leased Premises for Tenant in accordance with the
TI Plans and Specifications and the terms of the Tenant Improvements
Construction Agreement hereinafter defined. The Leased Premises Cost shall
include the total cost of all labor and materials incurred by Landlord in
connection with finishing the Leased Premises, plus a fee of five percent (5%)
of all hard costs in connection therewith, plus an additional general
conditions fee of One Hundred Fourteen Thousand Dollars ($114,000) in
connection therewith. In the event the Leased Premises Cost exceeds Three
Million Dollars ($3,000,000.00), Landlord shall credit Tenant with sixty-seven
percent (67%) of that portion of the general contractor's fee payable to
Landlord's contractor (as discussed above) which exceeds One Hundred Fifty
Thousand Dollars ($150,000.00), up to a maximum credit of Sixty-Seven Thousand
Dollars ($67,000.00). For example, in the event the Leased Premises Cost is
$5,000,000.00, said credit to Tenant shall be $67,000.00. ($5,000,000 x .05 =
$250,000.00. $250,000,00 - $150,000.00 = $100,000. $100,000 x .67 =
$67,000.00). Said credit shall be applied first to Tenant Improvements and
then to installments of Basic Annual Rent due under this Lease.
Subject to the following, any charges and expenses
incurred for work and material respecting the finishing of the Leased Premises
which are in excess of Landlord's Initial Contribution, up to Fifty-Seven
Dollars ($57.00) multiplied by the Rentable Area of the Leased Premises
("Tenant's Minimum Contribution"), shall be paid by Tenant. In the event that
the total cost of Tenant Improvements exceeds the amount of Landlord's Initial
Contribution and Tenant's Minimum Contribution (i.e., $85.50 p.s.f.), and
provided Tenant has fulfilled its obligations with respect to Tenant's Minimum
Contribution, all charges and expenses incurred for work and material
respecting the finishing of the Leased Premises over and above such amount,
shall be initially shared equally by Landlord and Tenant with a maximum
additional Landlord contribution of Twenty Dollars ($20.00) per rentable
square foot of the Leased Premises ("Landlord's Additional Contribution").
Landlord's Additional Contribution, if any, shall be repaid by Tenant to
Landlord in equal monthly installments together with the monthly rent
payments, which installments shall be determined by amortizing Landlord's
Additional Contribution, together with interest at the rate of ten and
one-half percent (10.5%) per annum, over the original ten year
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term of this Lease. Any costs in connection with the finishing of the Leased
Premises in excess of Landlord's Initial Contribution, Landlord's Additional
Contribution and Tenant's Minimum Contribution shall be paid by Tenant. For
example, if the Rentable Area of the Leased Premises is determined to be
42,900 square feet and the total cost of the Tenant Improvements is
$5,000,000.00, then Landlord's total contribution to the Tenant Improvements
would be $1,888,675.00, calculated as follows:
Landlord's Initial Contribution of $1,222,650.00 (i.e. $28.50 x 42,900)
is applied first toward the cost of the Tenant Improvements. [The next
$2,445,300.00 (i.e. Tenant's Minimum Contribution of $57.00 per square
foot) for the cost of the Tenant Improvements is the Tenant's
responsibility].
At this point the remaining Tenant Improvements costs would be
$1,332,050.00 [i.e. $5,000,000.00 - $3,667,950.00 (Landlord's Initial
Contribution plus Tenant's Minimum Contribution) = $1,332,050.00].
Provided Tenant has fulfilled its obligations with respect to Tenant's
Minimum Contribution, Landlord shall contribute up to $20.00 per square
foot toward the remaining $1,332,050.00, on a shared dollar for dollar
basis with Tenant. In this example the $20.00 ceiling would not be
reached, and Landlord's Additional Contribution would be $666,025.00
(i.e. 1/2 of $1,332,050.00).
Tenant's Minimum Contribution, and all other
Tenant contributions for improvements to be made hereunder, shall be paid as
additional rent, within thirty (30) days of Tenant's receipt of invoices(s)
from Landlord. Tenant's failure to pay any amount due hereunder will be deemed
a default of this Lease.
Other matters related to the construction of the
Tenant Improvements, not addressed in this Lease, shall be governed by the
Tenant Improvements Construction Agreement attached hereto as Exhibit D-1 and
incorporated herein by reference (the "Tenant Improvements Construction
Agreement") to be entered into between Landlord and Tenant simultaneously with
their execution of this Lease.
C. LANDLORD'S WARRANTY. Landlord hereby agrees to and
will assign to Tenant at the termination of Landlord's Warranty Period (as
defined below), to the extent they are assignable, any and all written
warranties and guarantees from Landlord's contractors, subcontractors and
suppliers of any materials and equipment installed by Landlord and labor to
the Leased Premises for that portion, if any, of the Lease Term that such
warranties and guarantees are in effect. With regard to any new construction
performed by Landlord for the benefit of Tenant pursuant to Paragraph I.B. of
this Lease, Landlord hereby warrants ("Landlord's Warranty") to Tenant that
Landlord will be responsible for a period ("Landlord's Warranty Period") of
one (1) year from the date on which the Leased Premises are substantially
complete (as determined in accordance with Section II.A. below) to repair or
to have repaired all defects in such construction, to the extent such defects
are not caused by the negligence of Tenant or any of its agents, servants,
employees or contractors (in which event such defects will be repaired at
Tenant's sole cost). To the extent that Landlord is obligated to make repairs
pursuant to Landlord's Warranty, Tenant will be relieved during Landlord's
Warranty Period of the obligations imposed upon it pursuant to this Lease to
make or pay for such repairs to the Leased Premises. Tenant agrees to and will
give Landlord prompt notice of the need for any such repairs.
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II. LEASE TERM
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A. LEASE TERM.
1. ORIGINAL LEASE TERM. The Lease Term will
be approximately ten (10) years, beginning on the "Commencement Date" as
hereinafter defined, and terminating at 11:59 p.m. on the last day of the
tenth (10th) full Lease Year unless the Lease Term is extended in accordance
with the following paragraph, renewed or terminated earlier in accordance with
this Lease. The Commencement Date shall be the earlier of November 1, 1999 or
the date on which the Leased Premises are substantially completed as mutually
certified by Landlord and Tenant's architect and a certificate of occupancy
has been issued for, or the final inspection has occurred allowing occupancy
of, the Leased Premises. Notwithstanding the foregoing, if the completion of
the Leased Premises is delayed due to Tenant's failure to meet the deadlines
(the "Tenant Deadlines") outlined on Exhibit D-2 attached hereto and made a
part hereof, the Commencement Date shall, nonetheless, be November 1, 1999.
The Commencement Date will be confirmed in a supplementary written agreement,
in substantially the form attached as EXHIBIT E. Unless specifically stated
otherwise in this Lease, the term "Lease Term" means the original term of ten
(10) years plus any "Extended Lease Term" as defined below and any and all
renewal terms, whenever a renewal option has been exercised. SEE RIDER NO. 3
-- Renewal Option.
SEE INSERT X
2. EXTENDED LEASE TERM. Tenant shall have the
one-time right to extend the original term of this Lease up to a maximum of
four (4) additional years and, in any event, in no less than full year
increments, (and the term "Lease Term" will refer to the Lease Term, as so
extended) by providing Landlord with written notice of its exercise of this
right by the end of the fourth (4th) Lease Year. Landlord shall provide Tenant
an allowance equal to One Dollar ($1.00) multiplied by the Rentable Area of
the Leased Premises for each year that the Lease Term is extended, to be used
by Tenant solely to refurbish the Leased Premises (the "Extended Lease Term
Allowance"). The Extended Lease Term Allowance shall be paid by Landlord to
Tenant at the end of the fifth Lease Year after Tenant provides Landlord with
detailed invoices, marked "PAID", for the work completed hereunder, together
with final lien waivers from all contractors and subcontractors.
B. INTENTIONALLY DELETED.
C. LEASE YEAR. The term "Lease Year" means each
consecutive period of twelve (12) successive calendar months during the Lease
Term. If the Commencement Date does not occur on the first day of a month, the
first Lease Year will include the twelve calendar months and the period from
the Commencement Date until the first day of the following month.
D. ACCEPTANCE OF LEASED PREMISES. Upon delivery by
Landlord to Tenant of the Leased Premises, Tenant will be deemed to have
accepted the Leased Premises. However, Landlord will remain responsible for
the completion of those "punchlist" items, if any, to which Landlord and
Tenant have agreed in writing within fifteen (15) days after the Leased
Premises are substantially
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Insert X to Section II.A. (Lease Term) of Genvec Lease
Notwithstanding anything in this Lease or the Tenant Improvements
Construction Agreement to the contrary, if the failure to deliver the Leased
Premises in substantially complete condition by December 17, 1999 (as such
date may be extended in accordance with the Tenant Improvements Construction
Agreement) is solely and directly as a result of matters within Landlord's
reasonable control (a "Landlord Delay"), then, for each day beyond December
17, 1999 (or such date to which the substantial completion date on Exhibit D-3
may be extended) during which such completion is delayed as a result of a
Landlord Delay, Tenant shall be entitled to a day-for-day abatement of the
Basic Annual Rent and Common Area Expenses (the "Landlord Delay Abatement").
The foregoing shall not affect Tenant's obligation to commence its rental
payments on November 1, 1999, it being the intention of the parties that the
Landlord Delay Abatement shall be applied, if at all, to the first rental
payments to come due after substantial completion of the Leased Premises has
occurred.
Landlord Initials: /s/ Signature Illegible
Tenant Initials: /s/ Signature Illegible
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complete. Landlord shall use its commercially reasonable efforts to cause such
punchlist items to be completed within thirty (30) days thereafter.
III. RENT AND FINANCIAL MATTERS
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A. DEPOSIT. Tenant shall deposit with Landlord at the
time of execution of this Lease a "Deposit" of Fifty-One Thousand Eight
Hundred Thirty-Seven Dollars and Fifty Cents ($51,837.50). Landlord's receipt
of the Deposit shall be confirmed by Landlord in the Lease Commencement
Agreement, and the Deposit shall not be deemed to have been paid by Tenant
unless and until Landlord's receipt thereof is so confirmed. The Deposit,
which to the extent the same has not been applied or exhausted pursuant to the
further terms hereof, shall be applied by Landlord to the payment of the first
full month's installment of Basic Annual Rent due hereunder. Landlord shall
have the right to apply the Deposit to cure any breach by Tenant of any of
Tenant's obligations or duties pursuant to this Lease prior to the application
thereof by Landlord to the first full month's installment of Basic Annual Rent.
B. RENTAL PAYMENTS. Tenant agrees to pay Landlord
Basic Annual Rent as set forth below (subject to adjustment following the
measurement described in III.C.1.(a) below):
Basic Monthly Per
Lease Year Annual Rent Installments Square Foot
1 $622,050.00 $51,837.50 14.50
2 $640,926.00 $53,410.50 14.94
3 $660,231.00 $55,019.25 15.39
4 $679,965.00 $56,663.75 15.85
5 $700,557.00 $58,379.75 16.33
6 $721,578.00 $60,131.50 16.82
7 $743,028.00 $61,919.00 17.32
8 $765,336.00 $63,778.00 17.84
9 $788,502.00 $65,708.50 18.38
10 $812,097.00 $67,674.75 18.93
In the event that the Lease Term is extended pursuant to Section II.A.2.
above, Basic Annual Rent shall continue to increase at the rate of three
percent (3%) per Lease Year for the balance of the Lease Term.
Basic Annual Rent shall be paid in equal monthly installments as set forth
above. Each installment of the Basic Annual Rent is due in advance on the
first (1st) day of each and every month for which payment is due. All payments
of Basic Annual Rent, Additional Rent or other sums due Landlord under this
Lease will be made by Tenant without any deductions or set-offs and without
demand, at the address designated in this Lease for such payments, or at any
other address that Landlord designates by not less than fifteen (15) days
advance written notice to Tenant. Unless specifically stated otherwise in this
Lease, the term "Rent" means Basic Annual Rent and Additional Rent. Because
Landlord will incur additional expenses if Tenant does not pay the Rent on the
date due, should payment of any installment of Rent be more than five (5)
business days' delinquent, Tenant will pay a late charge equal to five percent
(5%) of the arrearage. Landlord, however, agrees to waive payment of such late
charge provided the number of such delinquent payments does not exceed one (1)
delinquency in any twelve (12) month period. In addition, the arrearage shall
bear interest calculated at the rate of eighteen percent (18%) per annum for
each day such a payment is late. The late charge will be payable at the same
time as the late payment, without demand.
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Time is of the essence respecting all payments to be made by Tenant to
Landlord under this Lease.
If the Lease Term begins on a day other than the
first day of a month, then on the Commencement Date the monthly installment of
Basic Annual Rent, Additional Rent, and all amounts set forth in Paragraph
III.C.2. or otherwise payable by Tenant shall be prorated.
The term "Additional Rent" includes all payments or
installments due under this Lease other than Basic Annual Rent (including
attorneys' fees incurred by Landlord in connection with Tenant's default).
Unless a different period for payment is provided for elsewhere in this Lease,
any Additional Rent due will be paid by Tenant within thirty (30) days after
Landlord has notified Tenant of the amount due. Tenant's obligation for
Additional Rent and any unpaid Basic Annual Rent will remain in effect after
the termination or expiration of this Lease.
C. RENT ADJUSTMENTS.
1. DEFINITIONS. For purposes of this Lease,
the following meanings or definitions shall apply:
(a) The "Rentable Area of the Leased
Premises" and the "Rentable Area of the Building" are each approximately
forty-two thousand nine hundred (42,900) square feet. Therefore, "Tenant's
Portion" of those expenses payable in accordance with Paragraph III.C.2. is
one hundred percent (100%). The exact square footage of the Rentable Area of
the Leased Premises and the Rentable Area of the Building shall be verified in
accordance with the Washington, D.C. Association of Realtors by Tenant's
architect prior to the commencement of construction of the Tenant Improvements.
(b) The term "Common Area Expenses"
means the following expenses paid or incurred by Landlord in connection with
Landlord's management of the Building and/or the Property and the maintenance,
operation and repair of the common areas of the Property: (i) keeping the
driveways, parking areas, sidewalks and steps free and clear of ice, snow and
debris; (ii) maintaining all grass and landscaping on the Property; (iii)
maintaining the common areas of the Building, including the common utility
rooms and common security systems, if any, and repair of normal wear and tear
of the roof and caulking; (iv) the cost of Insurance; (v) repair of the paving
the driveways and parking areas; (vi) monitoring, repairing and payment of all
common utilities, including water, sewerage, unmetered or metered sprinkler
and exterior electrical utilities on the Property; (vii) management fees;
(viii) charges or assessments imposed on or allocated to the Building and/or
Property by the Bennington Corporate Center Association, Inc.; (ix) the cost
of any capital improvement (amortized or depreciated over the useful life of
such improvement as defined by GAAP; with the interest at a fluctuating rate
per annum which is at all times equal to 1-1/2% over the prime interest rate
as determined from time to time by Citibank, N.A. on the unamortized balance)
made to the 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; and (x) all other
items which would be considered as procured or incurred in maintaining,
operating, or repairing the Building or the common areas of the Property under
sound management and generally accepted accounting principles. "Common Area
Expenses" does not include the cost of work Landlord performs for, and/or at
the expense of, any particular tenant (including Tenant), which costs
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will be billed directly to Tenant or such other tenant, as the case may be.
Notwithstanding anything in the Lease to the contrary, Common Area Expenses
also shall not mean and shall exclude any and all fees, charges,
disbursements, obligations, Base Rent, Additional Rent, costs and expenses not
reasonably related to the maintenance, repair, management and/or operation of
the Building and the Property, such exclusions, without limitation, including
the following:
1. Financing Costs. Any and all of Landlord's
payments for (a) loan principal or interest,
together with expenses thereto related in
connection with such financing or any
refinancing during the term of the Lease,
(b) payments pursuant to ground leases,
legal fees related to the preparation and
review of easements, license agreements, and
payments pursuant to any other agreements to
the extent such payments do not constitute
operating expenses under generally accepted
accounting principles (c) charges, rentals,
obligations or payments of any kind for the
financing of the construction of the Tenant
Improvements except as specifically set
forth herein or (d) similar payments;
2. Landlord's Taxes, Licenses and Fees. Any and
all of Landlord's income, excise, franchise
taxes, excess profit taxes, or similar taxes
on Landlord's business; license and other
fees relating to Landlord's business; any
other fees and taxes not constituting real
estate taxes which do not uniquely pertain
to the Leased Premises, the Building or the
Property or Tenant's specific use thereof;
and any taxes or fees not levied in
substitution for real estate taxes;
3. Salaries. Wages, salaries and benefits of
employees over the rank of the property
manager except to the extent those employees
are directly involved in the day-to-day
management and operation of the Building;
4. Leasing Costs. Any and all of Landlord's
costs to lease space in the Property to all
prior, existing and prospective tenants,
including, without limitation: consulting
and marketing fees, advertising expenses,
brokerage commissions, legal fees, vacancy
costs, rent or other rent concessions,
and/or refurbishment or improvement
expenses; and costs of preparing, improving
or altering any space in preparation for
occupancy of any new or renewal tenant; rent
for management or leasing offices;
5. Related Party Fees. Wages, salaries, fees
and fringe benefits paid to administrative
or executive personnel or officers or
partners of Landlord unless employed at
competitive rates as independent
contractors; any other operating expense
representing an amount paid to a related
corporation, entity or person that is in
excess of the amount that would be paid in
the absence of such relationship;
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6. Depreciation. Any charge for depreciation of
the Building or other improvements
comprising part of the Property or equipment
and any interest or other financing charge;
7. Building Defects. The cost of correcting
defects in the construction of the Building
or in the installation of the Building
equipment or other improvements comprising
part of the Property or equipment, except
that conditions (not occasioned by
construction defects) resulting from
ordinary wear and tear will not be deemed
defects for the purpose, of this category;
the cost of repair or replacement for any
item covered by a warranty;
8. Casualty and Condemnation Costs. The cost of
any repair made by Landlord because of the
total or partial destruction of the Building
or the condemnation of a portion of the
Building or other improvements comprising
part of the Property or equipment and
payable by condemnation proceeds and/or
insurance proceeds, and any amounts
constituting the deductible portion of
insurance.
9. Additions. Except as permitted above, the
cost of any additions, expansions or capital
improvements or expenditures to the Building
or the Property (other than the Building
Expansion Space, as hereafter defined);
10. Initial Construction Costs. The cost of
tools and equipment used initially in the
construction of the Building or other
improvements comprising part of the
Property; the cost of any "tap fees" or one
time lump sum sewer or water connection fees
for the Property unless due to service
upgrades required by Tenant;
11. Recordation and Transfer Fees. Any
documentary and transfer taxes imposed in
connection with the Lease or any other lease
except as set forth herein;
12. Landlord Compliance Costs. The cost of
overtime or other expense to Landlord in
curing its defaults or performing work
expressly provided in the Lease to be borne
at Landlord's expense; amounts paid by
Landlord (including interest) on account of
or to cure violations of or deviations from
the requirements of statutes, laws,
regulations, notices or ordinances on any
part of the Property or Building and any
costs or expenses resulting from Landlord's
violation of any agreement to which it is a
party; costs incurred to test, survey,
cleanup, contain, ▇▇▇▇▇, remove or otherwise
remedy hazardous materials or wastes or
asbestos-containing materials from the
Property unless the wastes or
asbestos-containing materials were in or on
the Property due to Tenant's negligent or
intentional acts or Tenant's failure to
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comply with its obligations set forth in
this Lease; and any amounts constituting the
deductible portion of insurance for
liability;
13. Bad Debt Costs. Any and all collection
costs, including legal fees and bad debt
losses or reserves except to the extent
attributable to Tenant;
14. Excessive Management Fees. Property
management fees in excess of Five Percent
(5%) of gross rentals generated by the
Property.
15. Inflated, Excessive and Inappropriate Costs.
Any otherwise permissible fees or costs, to
the extent the same are in excess of
prevailing and competitive rates; except as
otherwise provided for herein, expenses that
under generally accepted accounting
principles consistently applied would not be
considered normal maintenance, repair,
management or operating expenses of the
Building; and
16. Enforcement Costs. Landlord's costs to
compel full performance under leases with
tenants of the Property except to the extent
attributable to Tenant.
17. Reimbursed Items. Any cost that is
reimbursed to Landlord by third parties.
(c) The term "Taxes" means 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 any business park charges), imposed, levied, assessed
and/or attributable directly or indirectly to the Property and/or the Building
or upon the Rent due and payable under this Lease, whether now customary or
within the contemplation of Landlord and Tenant and whether extraordinary or
ordinary, general or special, foreseen or unforeseen, or similar or dissimilar
to any of the foregoing. The term "Taxes" does not include any inheritance,
estate, succession, income, profits or franchise tax, gift taxes, transfer
taxes, capital levies or similar taxes on Landlord's business. If, however, at
any time during the Lease Term the method of taxation prevailing on the
Commencement Date is altered or eliminated so that one or more of the items
listed in the first sentence of this subparagraph C.1(c) is replaced by a
levy, assessment or imposition, wholly or partly as a capital levy, or
otherwise, on the rents or income received from the Property and/or the
Building (provided the tax on such income is not a tax levied on taxable
income generally) wholly or partly in place of an imposition on, a substitute
for, or an increase of, taxes in the nature of real estate taxes issued
against the Property and/or the Building, the charge to Landlord resulting
from such altered or replacement method of taxation will be deemed to be
within the definition of "Taxes". All reasonable expenses incurred by Landlord
(including attorneys' fees and court costs) in contesting any increase in
Taxes or any increase in the assessment of the Property and/or the Building
will be included as an item of Taxes for the purpose of computing Additional
Rent due under this Lease. Landlord shall, at the request and sole cost and
expense of Tenant, cooperate in Tenant's application for real property tax
abatements or deferrals, including but not limited to those arising out of the
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so-called "▇▇▇▇▇▇ Legislation". Any resulting tax decreases or credits
applicable to the Lease Term shall be passed solely to Tenant as a decrease or
credit to Tenant's obligations hereunder.
(d) The term "Insurance" means the
cost of all insurance relating to the Property of whatsoever nature kept or
caused to be kept in force by Landlord to protect itself and/or its
mortgagee(s) against liability and casualty loss, which includes, but is not
limited to, coverage for physical damage to owned or leased property, loss of
rents insurance, primary and umbrella or excess liability insurance, boiler
and machinery insurance and workers compensation insurance. The term "Full
Insurable Value" shall mean actual replacement costs of the Building
(exclusive of the costs of excavation, foundations and footings below the
lowest basement floor), or such other amounts as may be required by Landlord's
lender.
2. RENT ADJUSTMENT--COMMON AREA EXPENSES AND
TAXES. Tenant agrees to pay to Landlord, in each year of the Lease Term,
Tenant's Portion of Common Area Expenses and Taxes (collectively, the
"Expenses"). Until the actual amounts of such Expenses are determined by
Landlord, Tenant agrees to pay to Landlord, as Additional Rent, with and at
the same time as the monthly payments of Basic Annual Rent (provided, however,
that such payments shall commence on the Commencement Date whether or not the
Basic Annual Rent commences then), the following amounts:
(a) Five Thousand Three Hundred
Twenty-Six Dollars and Fifty Cents ($5,326.50) per month ($1.50 p.s.f.) as
one-twelfth of Tenant's estimated Portion of the Common Area Expenses; and
(b) Five Thousand Three Hundred
Twenty-Six Dollars and Fifty Cents ($5,326.50) per month ($1.50 p.s.f.) as
one-twelfth of Tenant's estimated Portion of Taxes.
At any time during a Lease Year, Landlord
may revise its estimate of Tenant's Portion of any such Expenses and adjust
Tenant's monthly installments to reflect the revised estimates. Landlord shall
give Tenant not less than thirty (30) days' prior written notice of the
revised estimates and the amount by which Tenant's monthly installments shall
be adjusted, and Tenant shall pay the adjusted installments with each payment
of the Rent, beginning with the first payment of the Basic Annual Rent to come
due after Tenant's receipt of such prior written notice.
Landlord shall deliver to Tenant on or
before May 1 of each calendar year during the Lease Term and on May 1 of the
calendar year following the expiration or earlier termination of this Lease, a
statement for the immediately preceding calendar year (or portion thereof
applicable to the Lease Term) (the "Statement"), showing Tenant's Portion of
such costs. Tenant will pay Landlord, within sixty (60) days of the receipt of
the Statement, such amounts as may be necessary to adjust Tenant's payments of
its estimated Portion of the Expenses for such preceding period so that such
payments will equal the actual amount of Tenant's Portion of such Expenses for
such period. If the actual amount of Tenant's Portion of such costs for such
preceding period is less than the amounts paid by Tenant as installments of
its Portion of such costs, then Landlord will credit Tenant's account by the
amount of the excess or, if at the end of the Lease Term, refund to Tenant the
amount of the excess. Unless Tenant gives Landlord written notice of its
exception to any Statement within sixty (60) days after delivery thereof, the
same shall be conclusive and binding on Tenant; provided, however, that in the
event that Tenant shall give Landlord written notice
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of its exception to such Statement within such sixty (60) day period, Tenant
shall nevertheless be obligated to pay the Additional Rent. At its sole cost
and expense and without unreasonable interference with Landlord's business
operations or waiving Tenant's obligation to pay the amount shown on such
Statement, Tenant shall have the right (but not more than once in any twelve
month period), upon at least ten (10) business days prior written notice given
to Landlord within sixty (60) days after its receipt of a Statement, to
examine the books, records and other papers of Landlord used to compute the
Expenses reflected on such Statement (the "Audit"). Any overpayment by Tenant
of Additional Rent for such period reflected by such examination shall be
credited against Tenant's obligation to pay Additional Rent, or if, at the end
of the Lease Term, refunded to Tenant within sixty (60) days of the end of the
Lease Term. In the event of any errors on the part of Landlord in excess of
five percent (5%) of Tenant's Portion for any calendar year, Landlord will
also reimburse Tenant for all reasonable costs incurred by Tenant with respect
to its Audit. Any such examination shall be conducted only during Landlord's
regular business hours, and all information examined shall be kept by Tenant
in the strictest confidence except to the extent necessary to enforce Tenant's
rights, if any hereunder, in a court of competent jurisdiction.
Notwithstanding the foregoing, Landlord
and Tenant agree that with respect to those components of Common Area Expenses
that are within Landlord's reasonable control, Tenant's actual share of such
costs shall not increase each year by more than five percent (5%) of such
costs in the preceding year. Landlord and Tenant agree that those items listed
in subsections (b)(i), (iv), (vi), (viii) and (c) above are not within
Landlord's reasonable control and, therefore, not subject to such five percent
(5%) cap.
Failure of Landlord to provide any
Statement within the time prescribed will not relieve Tenant of its
obligations under this Paragraph III.C.2. It is agreed that no Statement will
include a reassessment or recapture from any prior year's Expenses.
3. SUMMARY OF PAYMENTS. The following is a
list of the various payments and installments of Basic Annual Rent and
Additional Rent under the Lease pursuant to this Section III as of the
Commencement Date. Some of these amounts will change during the Lease Term.
Monthly Annual
Installments s.f. Amount
------------ -----------
Basic Annual Rent:
(Months 1 - 12) $51,837.50 $14.50
Common Area Expenses
(estimate) $ 5,362.50 $ 1.50
Taxes (estimate) $ 5,362.50 $ 1.50
TOTAL $62,562.50 $17.50
4. UTILITIES. To the extent utilities for the
use of the Leased Premises by Tenant are not included within Common Area
Expenses, Tenant agrees to pay promptly to the appropriate supplier all such
charges for water, gas, steam, electricity or other power source, telephone
and all other utility and communication services used and/or supplied by
Tenant in connection with Tenant's use of the Leased Premises.
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IV. CONDITIONS OF TENANT'S OCCUPANCY AND POSSESSION
A. USE RESTRICTIONS AND RULES. Tenant agrees to use
the Leased Premises only for general office, research and development, light
manufacturing and bioprocessing, laboratory, warehouse, animal research and
storage, and storage purposes, and for no other purpose. In addition, Tenant
agrees to be bound by all laws, requirements, rules, orders, ordinances,
zoning and restrictive covenants applicable to the Property or Tenant's use of
the Leased Premises, whether in force on or after the Commencement Date, and
by the Rules and Regulations as announced by Landlord from time to time,
including those set forth in EXHIBIT F (collectively, the "Restrictions")
provided that in respect to any future modification or addition to the Rules
and Regulations, Tenant shall not be required to comply with any Rule or
Regulation to the extent it conflicts with this Lease or either increases
Tenant's obligations or decreases Tenant's rights hereunder in a material and
adverse manner or are not uniformly enforced by Landlord. Landlord shall
notify Tenant in writing of all future additional or modified Rules and
Regulations from time to time established.
Landlord will indemnify Tenant and hold Tenant harmless from
and against any losses, costs, damages or claims of whatever nature arising
out of or in connection with the failure of the Base Building to comply with
ADA requirements and applicable life safety codes as of the date hereof.
Notwithstanding the preceding sentence, Tenant shall pay the cost of any
improvements to the Leased Premises required as a result of Tenant's
particular, specialized use of the Leased Premises. Tenant shall indemnify
Landlord and hold Landlord harmless from and against any losses, costs,
damages or claims of whatever nature arising out of or in connection with the
failure of the Leased Premises, as finished in accordance with the TI Plans
and Specifications, to comply with ADA requirements and applicable life safety
codes at any time during the Lease Term.
B. IMPROVEMENTS BY TENANT. After completion of the
work to be performed by Landlord and Landlord's contractor in accordance with
the Plans and Specifications listed in EXHIBIT C, Tenant will not make any
further improvements, alterations, installations or additions to the Leased
Premises unless (1) it receives Landlord's prior written consent, which will
not be unreasonably withheld; (2) the work is performed only by licensed and
bonded contractors approved in advance by Landlord; (3) the work is carried
out pursuant to properly documented drawings approved in advance by Landlord
and pursuant to all necessary permits or governmental and/or other approvals,
the responsibility and cost of obtaining which will be borne solely by Tenant;
(4) Tenant pays all costs of such work; (5) the quiet enjoyment of other
tenants in the Building is not disturbed; and (6) work does not materially and
adversely impact the aesthetics or functional integrity of the Building in
Landlord's reasonable opinion or void or diminish the roof warranty of the
Building. If Tenant elects to use a contractor other than Landlord or its
representative, then the work performed by such contractor will be under the
general supervision of Landlord, and Tenant will pay Landlord a reasonable
supervisory fee. Notwithstanding the foregoing, Landlord's consent shall not
be required for any alterations, installations, additions and/or improvements
to the Leased Premises, including, but not limited to, the installation of any
fixtures, amenities, equipment, appliances or other apparatus, the cost of
which is less than $50,000 and/or which is of a non-structural nature and/or
which does not involve the mechanical, electrical, plumbing and/or HVAC System
(collectively, the "Work"); provided, however, Tenant complies with all other
provisions herein with respect to such Work. All such Work shall
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be done at Tenant's sole cost and expense and at such times and in such manner
as Landlord may from time to time designate. All such Work shall be done under
the general supervision of Landlord to assure standard quality improvements on
the Property for which Landlord shall be reimbursed for all of Landlord's
reasonable out-of-pocket expenses with respect to Landlord's review and
supervision of the Work.
With the exception of movable trade fixtures and
furniture, all alterations, additions and improvements made by Tenant are
hereby deemed the property of Landlord and will remain a part of the Leased
Premises upon this Lease's termination. Landlord, however, may request in
writing that Tenant remove any or all of them no later than the termination
date of this Lease. In response to Landlord's request, Tenant promptly will
perform such removal and restore the Leased Premises to their original
condition, all at Tenant's sole cost.
Notwithstanding the above, Landlord acknowledges
that certain Tenant Improvements are highly specialized and essential
("Specialized Tenant Improvements") for Tenant's specific use of the Leased
Premises. Therefore, those items set forth in EXHIBIT G may be
removed by Tenant upon this Lease's termination, and Tenant shall promptly
restore the Leased Premises to their original condition following such
removal, and substitute mechanical and operating systems as Landlord
determines necessary, all at Tenant's sole cost and expense.
C. MAINTENANCE.
1. Tenant will, at its sole cost, keep the
Leased Premises in good condition and repair, normal wear and tear, insured
casualty and condemnation excepted. Tenant's responsibility under this
Paragraph IV.C.1. will include, but will not be limited to, maintenance and
repair of all interior and exterior windows and doors, hardware, locks, light
fixtures, pipes, plumbing, and electrical connections.
2. Landlord, at its sole cost and expense but
which shall be reimbursed to Landlord to the extent part of Common Area
Expenses, shall maintain the Base Building, the structural exterior walls
(excluding the windows and doors), downspouts and roof of the Leased Premises,
as long as such maintenance is not required because of the acts or omissions
of Tenant or its representatives, agents, employees, or visitors, in which
event such maintenance shall be done by Landlord at Tenant's sole cost.
3. Tenant will not commit or suffer any waste
of the Leased Premises and will assume responsibility for all maintenance and
repair, regardless of the nature, pertaining to the heating and/or air
conditioning equipment. Tenant will secure and maintain during the Lease Term,
a full service contract on such mechanical equipment with a company reasonably
acceptable to Landlord and providing at least the services outlined on the
attached Exhibit H. Tenant must deliver a copy of such service contract to
Landlord upon the commencement of the Lease Term and whenever a change of
company or a change in such contract occurs. At the expiration of the Lease
Term, Tenant must also deliver to Landlord a certification from the company
regularly maintaining the mechanical systems in the Leased Premises, which
certification must be based on an inspection conducted within thirty (30) days
of the termination date of the Lease and which must state that all such
systems are in good operating order and be in substantially the form attached
as EXHIBIT I. Landlord or Landlord's representatives may enter the Leased
Premises at any reasonable time and in the presence of an escort designated by
Tenant to verify Tenant's compliance with this Lease, provided that
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notwithstanding anything to the contrary in this Lease, except in case of an
emergency, Landlord shall provide notice of not less than twenty-four (24)
hours, which may be verbal, prior to entering the Leased Premises under any
provision of this Lease affording any rights to Landlord of repair, entry or
inspection. In the event Tenant fails to maintain the mechanical equipment as
provided in this Paragraph IV.C.3., Tenant will be liable to Landlord for any
costs incurred by Landlord in maintaining or repairing such mechanical
equipment.
4. At the expiration or termination of the
Lease, Tenant will leave the Leased Premises clean and at least in the same
good condition (reasonable wear and tear excepted) as when the Lease Term
began. Tenant will remove all of its property and possessions from the Leased
Premises except to the extent provided by Paragraph IV.B. above. Any items of
Tenant's personalty remaining in the Leased Premises after the termination of
the Lease shall be deemed 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.
D. CONDUCT ON LEASED PREMISES. Tenant will neither do,
nor permit anyone else to do anything on the Leased Premises which might or
would (1) interfere with the good order of the Property; (2) interfere with
the rights of other tenants of the Property; (3) increase any insurance rates
charged Landlord with respect to the Property; or (4) conflict with or
invalidate any insurance policy maintained by Landlord for the Property. If
the insurance premiums of Landlord are increased due to Tenant's use or
occupancy of the Leased Premises, then the amount of such increase will be
paid by Tenant to Landlord as Additional Rent as it becomes due, and Landlord
will have the same right to collect such amount as Landlord has under this
Lease to collect Additional Rent.
E. INSURANCE. Tenant will purchase at its sole cost,
from an insurance company licensed to do business in the State of Maryland and
approved by Landlord, a policy of public liability insurance covering the
Leased Premises and the business conducted by Tenant there. The policy will be
kept in force during the entire Lease Term. The policy will have minimum
limits of liability of (1) $1,000,000 in respect to any one occurrence and (2)
$2,000,000 in respect to the general aggregate limit of liability. The policy
must name Landlord and Manekin, LLC as additional insureds, and must contain
an agreement by the insurer not to cancel or change the insurance without
first giving Landlord thirty (30) days' prior written notice. Tenant will
furnish Landlord with a certificate of insurance no later than the
Commencement Date and on the date of each policy renewal.
At all times throughout the Lease Term, Landlord will
maintain (a) fire, casualty and extended coverage insurance covering the
Building and all improvements on the Property in an amount equal to the Full
Insurable Value thereof and sufficient to prevent Landlord from being a
co-insurer under its policies of insurance, and (b) public liability and
property damage insurance in an amount equal to that required to be maintained
by Tenant.
Landlord and Tenant hereby mutually waive all
claims for recovery from the other for any loss or damage to any of Landlord's
or Tenant's property insured under valid and collectible insurance policies to
the extent of any recovery for loss insured under those policies. The parties
agree that a mutual subrogation clause shall be included in each insurance
policy setting forth that the insurance shall not be invalidated
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in the event that the insured waives in writing, before any loss, any or all
right of recovery against the other party for any insured loss.
F. LIENS. Except as provided in paragraph X.P. herein,
Tenant will not do anything, or permit anything to be done, which subjects all
or any part of the Leased Premises or Tenant's interest in it to any lien or
encumbrance. This includes, but is not limited to, mechanics' or materialmen's
liens. If any such lien is filed purporting to be for work or material
furnished to Tenant, then Tenant must have such lien discharged or bonded
within ten (10) days of notice to Tenant of its filing.
G. ENVIRONMENTAL ASSURANCES.
1. REPRESENTATIONS. Tenant represents and
warrants to Landlord that, to the best of Tenant's knowledge, neither Tenant
nor any affiliate of Tenant has Generated (as defined below) or is, as of the
date of execution of this Lease, Generating Hazardous Substances (as defined
below) at, to or from the Leased Premises.
With regard to the Leased Premises, the Building,
the Property and any property and equipment relating thereto to which Landlord
has title or sole and absolute control (the "Total Premises"), Landlord
represents and warrants to Tenant that, to Landlord's knowledge and without
independent verification, (a) as of the Commencement Date of the Lease, no
Hazardous Substance, as hereafter defined, have been manufactured, refined,
stored, disposed of, produced or processed on or in any part of the Total
Premises and the Total Premises contains no underground storage tanks; (b) the
Landlord has not been named as a party in any proceeding or lawsuit for
violation of federal, state or local environmental laws; and (c) no portion of
the Total Premises is currently, or has been, the subject of any investigation
for alleged federal, state, county or municipal environmental, pollution,
health, safety, fire or building code violations.
2. COVENANTS. Tenant covenants with Landlord:
(a) 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. Landlord consents to
Tenant's Generation of those "Hazardous Substances" listed on Exhibit J
attached hereto and made a part hereof which are normally used in Tenant's
business so long as Tenant Generates such substances in accordance with all
applicable legal requirements, the Restrictions and this Lease and further in
accordance with any manufacturers' labeling requirements, and provided further
Tenant, at its sole expense, obtains all necessary consents and permits for
such Generation and Tenant provides Landlord with financial assurances (e.g.,
a liability insurance policy or a bond for Landlord's (and its lender's)
benefit) with regard to such Generation in such form and amounts as may be
reasonably requested by Landlord or by Landlord's lender and consistent with
commercially sound custom and practice for similar tenants in the marketplace;
(b) 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);
(c) to deliver promptly to Landlord
true and complete copies of all notices received by Tenant from any
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governmental authority with respect to the Generation by Tenant of Hazardous
Substances to or from the Leased Premises;
(d) 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;
(e) to permit entry onto the Leased
Premises by Landlord or Landlord's representatives upon prior notice (which
may be written or verbal) except in cases of emergency where no notice is
required at any reasonable time to verify and monitor Tenant's compliance with
its representations, warranties and covenants set forth in this Paragraph.
Landlord or Landlord's representative must be accompanied by a representative
of Tenant when entering the Leased Premises, except in cases of emergency. In
the event of an emergency, Landlord shall use its best efforts to contact
Tenant before entering the Leased Premises without being accompanied by a
representative of Tenant; and
(f) to pay to Landlord, as
Additional Rent, the costs incurred by Landlord hereunder, including the
reasonable costs of such monitoring and verification.
(g) to furnish to Landlord, at
the expiration of the Lease Term or at the sooner termination of the Lease
Term as herein provided, a certification in form and content acceptable to
Landlord from an environmental audit company acceptable to Landlord to the
effect that, based upon an inspection conducted by such environmental audit
company not more than thirty (30) days prior to the expiration or termination
of the Lease Term, the Leased Premises are free from Hazardous Substances.
3. INDEMNIFICATION.
(a) INDEMNIFICATION BY TENANT. Tenant agrees
to indemnify and defend Landlord and its managers and agents (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, or its managers or agents, as the case may be, 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 Paragraph. This
indemnification by Tenant shall remain in effect after the termination or
expiration of this Lease.
(b) INDEMNIFICATION BY LANDLORD. Landlord
agrees to indemnify and defend Tenant and its officers, directors and agents
(with legal counsel reasonably acceptable to Tenant) 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 Tenant in connection with Landlord's Generation of
Hazardous Substances at, to or from the Leased Premises. This indemnification
by Landlord shall remain in effect after the termination or expiration of this
Lease.
4. DEFINITIONS. The term "Hazardous
Substance" means (a) any "hazardous waste" as defined by the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. section 6901 ET SEQ.), as
amended from time to time, and regulations promulgated
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thereunder; (b) any "hazardous substance" as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
section 9601 ET SEQ.), as amended from time to time, and regulations
promulgated thereunder; (c) any "oil," as defined by the Maryland Environment
Code ▇▇▇. section 4-401(g) as amended from time to time, and regulations
promulgated thereunder; (d) any "controlled hazardous substance" or "hazardous
substance" as defined by the Maryland Environment Code ▇▇▇., section 7-201, as
amended from time to time, and regulations promulgated thereunder; (e) any
"infectious waste" as defined by the Maryland Environment Code ▇▇▇. section
9-227, as amended from time to time, and regulations promulgated thereunder;
(f) any substance the presence of which on the Property is prohibited,
regulated or restricted by any local law or regulation or any other law or
regulation similar to those set forth in this definition; and (g) 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.
H. SIGNS. Tenant shall have the right, at its sole
cost and expense, to erect an identification sign on the exterior of the
Building, subject, however, to Tenant's obtaining the prior written approval
of such signs from Landlord and all applicable authorities including, but not
limited to, the City of Gaithersburg and ▇▇▇▇▇▇▇▇▇▇ County. Landlord shall not
unreasonably withhold, condition or delay its consent to such signs provided
same are reasonably similar to other corporate identification signs within
Bennington Corporate Center and in compliance with the restrictive covenants
applicable to the Property. Such signs shall be installed by a reputable
contractor reasonably acceptable to Landlord. Tenant shall hold Landlord
harmless from any damage caused to the Building as a result of the
installation of such signs. Upon termination of the Lease, it shall be
Tenant's obligation, at its sole expense, to remove such signs and to restore
the exterior face of the Building to its condition prior to erecting such
signs, normal wear and tear excepted.
V. LANDLORD'S RIGHTS AND RESPONSIBILITIES
A. ACCESS. Landlord or its authorized agent or
representative (E.G., a mortgagee, deed of trust holder, etc.) will have the
right to enter and examine the Leased Premises at any reasonable hour upon not
less than twenty-four (24) hours' prior notice (which may be verbal or
written), or at any time (and without notice) in the event of an emergency. In
addition, Landlord and/or an authorized representative of Landlord or any
mortgagee or deed of trust holder must be accompanied by a representative of
Tenant when entering the Leased Premises, except in cases of emergency. In the
event of an emergency, Landlord shall use its best efforts to contact Tenant
before entering the Leased Premises without being accompanied by a
representative of Tenant.
B. BUILDING REPAIRS. Landlord shall repair and
maintain, or cause to be repaired and maintained, in a first class manner as
comparable to buildings in the same geographical area as the Building, the
structural components of the Building as set forth in IV C.2. above. Landlord
may, but will not be obligated to, make such repairs, alterations or
improvements as it or its authorized representatives deem necessary for the
safety or preservation of the Building or for any other reasonable purpose.
The Rent will not ▇▇▇▇▇ while Landlord is exercising any of its rights under
this Paragraph V.B. The immediately preceding sentence shall not be construed
as vitiating any abatement provisions herein, including, without limitation,
abatement for
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certain casualty events, condemnation, negligence or willful misconduct.
C. PERFORMANCE OF TENANT'S RESPONSIBILITIES BY
LANDLORD. If Tenant fails to perform or otherwise comply with any covenant or
term in this Lease after any applicable cure periods, then Landlord may
perform the obligation for Tenant at any time after ten (10) days following
Landlord's giving Tenant written notice of such failure. Any performance by
Landlord under this Paragraph V.C. will be solely at the option of Landlord,
and Landlord's reasonable cost will be charged to Tenant. Tenant will pay
Landlord all such costs (plus interest at a rate of two (2) percentage points
above the prime rate as announced by Citibank, N.A. from time to time)
incurred by Landlord in performing Tenant's obligations. Such payment by
Tenant will be made within thirty (30) days of Landlord's delivery to Tenant
of a statement for such costs with reasonable supporting documentation.
Landlord's rights provided in this Paragraph V.C. are in addition to any other
right Landlord has under this Lease.
D. LOSS, DAMAGE, INJURY. Landlord will not be liable
or responsible to Tenant, or to any other person or entity, for any damage,
injury, destruction or death due to or arising out of any cause whatsoever
other than Landlord's or its agents, employees and contractors willful
misconduct or negligence. This limitation of liability will remain in effect
after the expiration or termination of this Lease.
E. MUTUAL INDEMNITY. Landlord and Tenant agree that
each shall indemnify and hold harmless the other, and Landlord's agents and
managers, for all losses, damages, liabilities, costs, payments, expenses and
fines incurred by one party (the "Indemnitee") as a result of any claim or
action (whether or not such claim or action proceeds to final judgment)
brought or threatened for any of the following acts or omissions of the other
party (the "Indemnitor"), and/or of the Indemnitor's servants, employees,
agents, licensees or invitees: (1) any breach, violation and/or nonperformance
of any covenant or provision of this Lease applicable to the Indemnitor and/or
(2) negligence or any willful misconduct of the Indemnitor. This
indemnification shall remain in effect after the termination or expiration of
this Lease.
VI. DAMAGE AND DESTRUCTION
In the event of partial or total damage or destruction to
the Leased Premises by fire, other casualty, or any other cause whatsoever,
then Tenant shall give immediate notice thereof to Landlord and: (a) this
Lease shall continue in full force and effect unless terminated pursuant to
the provisions below and (b) Landlord, to the extent that insurance proceeds,
including deductibles, 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 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 disputes resulting in work stoppages beyond Landlord's control or any
other cause beyond Landlord's control, and to the extent that the Leased
Premises are rendered untenantable, the Rent shall proportionately ▇▇▇▇▇.
Landlord shall have no obligation to rebuild the Leased
Premises if the reasonably estimated cost of repair and reconstruction exceeds
fifty percent (50%) of the Full Insurable Value including any and all
deductibles, of the Leased Premises
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unless: (i) on the date of such destruction there shall be four (4) or more
years remaining in the Lease Term or (ii) within thirty (30) days of the date
of such destruction, Tenant, at its option, shall enter into an agreement with
Landlord to extend the Lease Term for a period of at least four (4) years from
the date of such destruction. If Tenant so elects to extend the Lease Term,
Landlord covenants to promptly execute and deliver to Tenant a written
agreement evidencing such extension. In the event Tenant elects not to so
extend this Lease, Landlord shall have the right to either (i) waive the
extension requirement and rebuild the Leased Premises as set forth above, or
(ii) terminate this Lease by giving notice of such election to Tenant, in
which event Landlord shall be entitled to retain all insurance proceeds.
Notwithstanding the provisions of this Section VI, within
sixty (60) days after the date of material destruction of the Leased Premises,
Landlord shall obtain a certificate from Landlord's architect of an estimate
of the time which will be required to repair the Leased Premises. Landlord
shall promptly communicate said estimate to Tenant. In the event that said
estimate of time exceeds two hundred seventy (270) days from the date of such
destruction, then Tenant shall have the right, within ten (10) days after
receipt of said estimate, to terminate this Lease without any further
liability or obligation on the part of the parties hereto for obligations
thereafter accruing, provided that Tenant shall give written notice to
Landlord within said ten (10) days and shall not be in breach or default of
any covenant or condition by which Tenant is obligated under this Lease. In
the event Landlord commences repairs hereunder but fails, for reasons within
its reasonable control, to complete such repairs within two hundred seventy
(270) days from the date of such destruction, then Tenant shall have the
right, by providing written notice to Landlord on or before the 275th day
following the date of such destruction, to terminate this Lease without any
further liability or obligation on the part of the parties hereto thereafter
accruing.
VII. CONDEMNATION
Landlord represents that, to its actual knowledge, there is
no pending or threatened taking, condemnation, eminent domain or similar
proceeding relating to the Property, the Building or the Leased Premises. This
Lease will terminate immediately upon: (i) a taking or condemnation of the
entire Leased Premises for public purposes; (ii) a partial taking which
prevents the Tenant, from being reasonably able to use the remainder of the
Leased Premises for the purposes intended by this Lease; or (iii) upon
Landlord's conveyance or lease of the Building to any condemning authority in
settlement of a threat of condemnation or taking. The Rent shall be adjusted
and abated to the date of termination due to such taking, leasing or
conveyance.
In the event of a partial taking for which this Lease is not
terminated, the Rent will ▇▇▇▇▇ in an amount which, in Landlord's judgment, is
proportionate to the area and value of the Leased Premises so taken, leased or
conveyed. Tenant, however, will not have any claim against Landlord, nor any
claim for any award from the condemning authority arising out of any such
taking, lease, conveyance or condemnation action nor in any way arising out of
its leasehold interest in the Leased Premises, but will have the right to
pursue a separate claim against the condemning authority for its own loss of
business, moving expenses and those specialized Tenant Improvements listed on
Exhibit G.
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VIII. HOLDING OVER
This Lease is for a specific Lease Term. If Tenant, without
Landlord's specific written consent, continues its possession of the Leased
Premises after the termination date of this Lease, then all of the following
conditions will apply: (i) Tenant will occupy the Leased Premises as a month
to month tenant on the terms of this Lease, except that its occupancy will be
at two times the Rent payable during the last year of the Lease Term and will
be subject to termination on thirty (30) days' prior written notice from
Landlord; (ii) Tenant will be liable to Landlord for any damages suffered by
Landlord due to such holding over, including the loss of financial benefits
from another potential tenant occupying the Leased Premises; and (iii) Tenant
will indemnify Landlord for any losses or expenses (including reasonable
attorneys' fees) incurred by Landlord in connection with claims or litigation
(E.G., due to a delayed commencement date for a new tenant) arising because
Tenant held over.
IX. DEFAULT
A. EVENTS OF DEFAULT. Each of the following
constitutes a material breach and a default by Tenant under this Lease (an
"Event of Default"), entitling Landlord to all remedies set forth below or
existing at law or in equity:
1. Any of the following legal actions filed
by or against Tenant and not bonded or discharged within forty (45) days of
the date of filing: (a) a petition under the Federal Bankruptcy Code (as now
or later amended or supplemented) or for reorganization, arrangement or other
rehabilitation within the meaning of the Federal Bankruptcy Code; or (b) any
action or proceeding for the dissolution or liquidation of Tenant, or for the
appointment of a receiver or trustee of the property of Tenant.
2. Tenant's suspension of business;
3. Tenant's making an assignment for the
benefit of creditors.
4. The filing of a tax lien against any
property of Tenant; provided, however the filing of such lien shall not be
deemed an event of default so long as Tenant, in good faith, takes all
necessary steps to contest such lien including bonding such lien within thirty
(30) days after the date of its filing.
5. Tenant's causing or permitting the Leased
Premises to be vacant, or its abandoning or ceasing to do business (for the
purpose specified in this Lease) actively in the Leased Premises for a period
in excess of ten (10) days; provided, however, that Tenant's ceasing to do
business in the Leased Premises shall not be deemed an event of default so
long as Tenant continues to pay all sums payable by Tenant hereunder when due
and continues to perform all other obligations of Tenant hereunder when the
same are required to be performed.
6. Tenant's failure to pay Rent, Tenant's
Minimum Contribution and/or all or any part of any other sum (including late
charges) required by this Lease within ten (10) days after Landlord has given
written notice that such payment is due, provided however, that no notice
shall be required to be given to Tenant, and Tenant shall be in immediate
default, if Landlord has given such notice to Tenant one (1) time in the
preceding twelve (12) months.
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7. Tenant's failure to perform any other
term, covenant or condition required by this Lease and failure to cure within
ten (10) days after Landlord has given Tenant written notice of such failure,
provided however, if the nature of the violation or failure is such that more
than ten (10) days are reasonably required for its cure, then Tenant shall not
be in default if it begins such cure within the ten (10) day period and
thereafter diligently prosecutes such cure to completion.
B. EFFECT OF DEFAULT. Landlord's rights and remedies
under this Lease will be cumulative. None will exclude any other right or
remedy available at any time under this Lease or under any law.
Even if Landlord does not seek Tenant's strict
performance of any provision of this Lease, or does not exercise any right it
has, Landlord will not be construed as waiving its right to strictly enforce
Tenant's performance in the future. Similarly, if Landlord receives Rent with
knowledge of an Event of Default, then Landlord will not be construed as
having waived such Event of Default.
There will be no waiver by Landlord of any Lease
provision unless expressed in writing and signed by Landlord.
C. TERMINATION OF LEASE AND POSSESSION OF LEASED
PREMISES. Upon any Event of Default set forth in Paragraph IX.A. above,
Landlord may then, or at any later time, without further notice to Tenant,
terminate this Lease and Tenant's right to possess the Leased Premises.
Landlord may then (with or without formal court action) take possession of the
Leased Premises and remove Tenant or any other occupant, and any property,
without relinquishing any other rights Landlord may have against Tenant.
D. DAMAGES. In the event of any Event of Default,
Landlord will be entitled to receive from Tenant as damages, upon demand, all
expenses which Landlord incurs as a result of such Event of Default. These
damages include, but are not limited to, any unpaid sums of Tenant's Minimum
Contribution, the expenses (such as real estate brokerage commissions and
retrofit costs) of rerenting the Leased Premises, together with court costs
and actual attorneys' fees (and their actual expenses) incurred at the
standard hourly rates for such attorneys (but in no event will such fees and
expenses be less than fifteen percent (15%) of all of Landlord's expenses and
damages relating to such breach). In addition to the damages set forth in the
preceding sentences of this Paragraph IX.D., if Landlord terminates this Lease
as set forth in Paragraph IX.C. above, Landlord will also be entitled to
either:
1. Liquidated damages equal to the net
present value of the aggregate amount of Basic Annual Rent and Additional Rent
(computed on the basis of the Additional Rent due during the preceding 12
months or, if the Lease Term has been less than a total of 12 months, an
annualized amount) due pursuant to this Lease for the unexpired portion of the
Lease Term from the date of termination. The amount of such aggregate Rent
will be discounted at the discount rate of the Federal Reserve Bank in
Washington, D.C. on the date of the computation; or
2. Damages for each month of the unexpired
portion of the Lease Term from the date of termination equal to the sum of (a)
the aggregate expenses (other than Additional Rent) paid by Landlord for items
which this Lease requires Tenant to pay for each applicable month; PLUS (b)
the amount of the installment of Basic Annual Rent which would have been
payable by Tenant if this Lease had not been terminated; PLUS (c) the monthly
average
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of Additional Rent paid in the Lease Year (or an annualized portion if the
Lease Term has been less than a total of 12 months to the date of termination)
immediately preceding the default, MINUS the rents, if any, collected by
Landlord for each such month through rerenting or through permitted subleases
of the Leased Premises. The damages under this subparagraph D.2. will be due
in monthly installments, in advance, on the first day of each calendar month
following such termination and will continue until the originally intended
expiration of the Lease Term. Landlord's action to collect, or its collection
of any damages for one month will not prejudice its rights to bring actions to
collect damages for subsequent months.
An acceptance of surrender of the Leased Premises
must be in writing signed by Landlord. Tenant's liability under this Lease
will not be terminated by the execution of a lease with a new tenant for the
Leased Premises. Landlord may bring separate actions each month to recover
damages then due without waiting until the end of the Lease Term to compute
the aggregate damages.
E. LANDLORD'S DEFAULT. In the event of Landlord's
failure to perform any obligation on its part to perform hereunder, in
addition to all other remedies available at law, Tenant shall have the right
after providing thirty (30) days written notice to Landlord of such default
(which period may be extended for whatever period of time is reasonably
required if such default cannot be reasonably cured with the exercise of
diligence within thirty days so long as Landlord commences such cure within
said thirty day period and thereafter diligently prosecutes such cure until
completion), to cure such default by Landlord in which event Landlord shall be
liable to Tenant for all reasonable costs and expenses incurred by Tenant in
curing such default; provided, however, in no event shall Tenant be entitled
to deduct the costs and expenses of curing such default from any amounts
payable by Tenant pursuant to the terms of the Lease, including all Basic
Annual Rent and Additional Rent.
F. MITIGATION. Notwithstanding anything herein to the
contrary, upon the occurrence of any Event of Default that is not cured within
any applicable grace period, Landlord shall use its reasonable efforts to
mitigate its damages. If all amounts required to be paid by Tenant under this
Lease as damages and liquidated damages are actually paid to and collected by
Landlord, then any rent collected by Landlord with regard to the Leased
Premises from a subsequent tenant and attributable to the period for which
Tenant has paid liquidated damages, up to a maximum amount equal to the amount
of rental paid by Tenant as liquidated damages for such period, shall be
rebated to Tenant as and when such amounts are actually collected by Landlord.
X. LEGAL AND GENERAL PROVISIONS
A. ASSIGNMENT/SUBLETTING. No Assignment (as
hereinafter defined) of this Lease is permitted without the prior written
consent of Landlord. The granting or withholding of such consent will be given
solely within the discretion of Landlord. Notwithstanding the foregoing,
Landlord's consent to sublease all or any parts of the Leased Premises shall
not be unreasonably withheld, delayed or conditioned so long as the proposed
sublessee is no less creditworthy than Tenant as of the date thereof or as of
the Commencement Date of the Lease, whichever is greater, and the proposed use
is acceptable to Landlord, in each instance as determined by Landlord in its
sole, but reasonable, discretion.
The foregoing restriction will include, but
not be limited to, the following (all of which will be deemed to be an
"Assignment"): (1) any assignment of this Lease or a subletting
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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; (5) any assignment or sale in bankruptcy or insolvency;
and (6) the transfer of majority control of Tenant by any means, including
operation of law, to parties other than those maintaining majority control on
the date on which the last party executes this Lease other than through a
public issuance of securities.
Notwithstanding the foregoing, so long as Landlord
receives prior written notice of such Assignment and Tenant remains primarily
liable for all of the terms of this Lease, Tenant may assign all or part of
this Lease, or sublease all or part of the Leased Premises without the consent
of Landlord, to:
(a) any corporation that has the power to
direct Tenant's management and operations, or any corporation whose management
and operations are controlled by Tenant; or
(b) any corporation, a majority of whose
voting stock is owned by Tenant; or
(c) any corporation in which or with which
Tenant, its corporate successors or assigns, is merged or consolidated in
accordance with applicable statutory provisions for merger or consolidation of
corporations, so long as the liabilities of the corporations participating in
such merger or consolidation are assumed by the corporation surviving such
merger or created by such consolidation.
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 and whether or not Landlord's consent is required. 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 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 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'
fees) incurred by Landlord will be immediately due and payable by Tenant upon
receipt of an invoice. Following an Event of Default, Landlord may collect
rent from the assignee, substenant, 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.
B. ESTOPPEL CERTIFICATES. At any time during the Lease
Term, and after ten (10) business days' prior written notice from Landlord,
Tenant will deliver to Landlord a properly executed
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and acknowledged document, generally known as an estoppel certificate. Tenant
will certify in the estoppel certificate to the extent correct and to the
knowledge of Tenant, among other matters, that: (1) this Lease is in full
force and effect and if modified, the extent to which it is modified; (2) the
dates to which the Rent and other payments have been made; (3) to the best of
its knowledge, either Landlord has not breached this Lease or, if Landlord has
breached this Lease, the nature of the breach and (4) any other matter
reasonably requested by Landlord or its lenders. This estoppel certificate may
be relied upon by Landlord, its lenders and any third party purchaser of the
Property. Tenant's failure to deliver such estoppel certificate within said 10
business day period shall be deemed a material default by Tenant under this
Lease.
C. SUBORDINATION. Landlord acknowledges and agrees
that a material term of this Lease and inducement for Tenant to accept its
terms is Landlord's obligation to use its good faith efforts to obtain for the
benefit of Tenant an agreement from each and every existing and future lender,
lien or security interest holder, deed of trust beneficiary, ground tenant and
other present and future holder of any interest superior to this Lease
provided such interest is valued at One Million Dollars ($1,000,000.00) or
more (each a "Senior Interest Holder") a non-disturbance agreement in form and
substance reasonably acceptable to such Senior Interest Holder and containing
not less than the following elements:
Each Senior Interest Holder shall agree that so long as no
Event of Default has occurred under the terms of the Lease:
(a) The Lease shall not be terminated; and
(b) Tenant's use, possession, occupancy or
enjoyment of the Leased Premises and Tenant's rights and
privileges under the Lease, or, any extensions, renewals or
modifications thereof, or substitutions therefor to which
Senior Interest Holder has consented, shall not be disturbed,
diminished or interfered with by Senior Interest Holder or by
any successor in interest resulting from any foreclosure, deed
in lieu of foreclosure or similar action, nor shall the
leasehold estate granted by the Lease be affected in any other
manner; and
(c) Tenant shall not be joined or named as a
party defendant or otherwise in any foreclosure or any
action or proceeding instituted under or in connection with
the mortgage or other senior interest or in the event Senior
Interest Holder takes possession of the Leased Premises
pursuant to any provisions of the mortgage or other senior
interest; and
(d) Neither the mortgage nor any other security
instrument executed in connection therewith or any other
senior interest shall be construed as subjecting in any manner
to the lien thereof, any trade fixtures, signs or other
personal property at any time furnished or installed by Tenant
or its sublessees or licensees on or in the Leased Premises;
provided, however, all fixtures and leasehold improvements in
the Leased Premises (other than those set forth in Exhibit G),
regardless of by whom such improvements were installed,
including, but not limited to, improvements which are so
annexed to or incorporated in the Leased Premises that they
have become a permanent
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part of the Leased Premises and cannot be removed without
material injury thereto shall be subject to the lien of any
such Senior Interest Holder.
Accordingly, this Lease shall not be subordinate to any
ground lease, mortgage, deed of trust or similar senior interest, unless
Tenant is provided with a non-disturbance agreement in form reasonably
acceptable to Tenant and the Senior Interest Holder, executed by each Senior
Interest Holder Landlord agrees to use its good faith efforts to fulfill, at
Tenant's sole cost and expense, the foregoing obligation within sixty (60)
days following the later of (i) the Commencement Date, or (ii) the creation of
any such mortgage or other senior interest. Landlord's failure to satisfy the
foregoing obligation following written notice and a thirty (30) day
opportunity to cure, shall constitute an immediate default. Subject to
compliance with the foregoing, Tenant accepts this Lease, and the tenancy it
creates, subject and subordinate to any ground leases, security interests,
mortgages, deeds of trust or other financing arrangements, and/or any
extensions, modifications or amendments to them, which are or later will be a
lien, or affect or will affect all or any part of the Property. Subject to the
foregoing, Tenant agrees to execute, on request, any instruments which may be
reasonably required to subordinate Tenant's interest to such financing
arrangement.
D. ATTORNMENT. Subject to Section C above, Tenant
agrees, upon the termination of Landlord's interest in the Leased Premises and
upon request, to attorn to the person or entity that holds title to the
reversion of the Leased Premises (the "Successor") and to all subsequent
Successors. Tenant also will pay to the Successor all rents and other sums
required to be paid by Tenant, and perform all of the other covenants,
agreements and terms required of Tenant under this Lease.
E. LANDLORD'S LIABILITY. In the event of any arms
length bona fide transfer of title to the Property or Building (or an
assignment or sublease of either) to a third party transferee, solvent at the
time of the transfer, and transfer of the Deposit if not, yet applied,
Landlord will be entirely relieved of all covenants and obligations which
arise after such transfer.
Landlord at the time of this Lease's execution is a
Maryland limited liability limited partnership. No partner of such limited
liability limited partnership, as it may be constituted now or in the future,
will have any personal liability to Tenant and/or to anyone claiming under, by
or through Tenant. As to Landlord, recourse shall be had only to the extent of
Landlord's interest in the Building. It is understood that Tenant on the date
hereof is a corporation and that no person or party having an ownership
interest in Tenant shall have any personal liability for Tenant's obligations
under this Lease.
F. AUTHORITY. Tenant warrants to Landlord that Tenant
is a corporation organized and validly existing in good standing under the
laws of the State of Delaware and qualified to transact business in 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. Tenant's resident agent's name and address in the
State of Maryland are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Tenant agrees to notify Landlord in writing of any change with
respect to its resident agent.
G. NOTICES. Except as otherwise provided in this
Lease, any requirement for a notice, demand or request under this Lease shall
be satisfied only by a writing (a) hand delivered with receipt; (b) mailed by
United States registered or certified mail
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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 LLC, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and to c/o Manekin, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: General Counsel, with a
copy to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Esquire c/▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and (ii) if to Tenant, at the Leased
Premises, with a copy to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, ▇▇▇▇▇ ▇▇▇▇, LLP, ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇. All notices that are
sent in accordance with this Paragraph X.G. shall 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 shall be
delivered to Landlord c/o Manekin LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: Accounting Department. Either party may designate a
change of address by written notice to the other party.
H. SEVERABILITY, ENFORCEABILITY. If any provision of
this Lease, or its application to any person, is found invalid or
unenforceable, the remainder of this Lease or its application shall not be
affected. Each term and provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law. Notwithstanding any language in this
Lease to the contrary, if the Lease Term does not commence on or before
January 1, 2010, this Lease shall automatically terminate, and neither party
shall have any further liability to the other.
I. CAPTIONS. All headings contained in this Lease are
for convenience only. They are not to be treated as a summary construction of
the provisions to which they pertain.
J. RECORDATION. If at any time, any lienholder or
other party which has a right to require Landlord to do so, requires the
recordation of this Lease, Tenant will execute such acknowledgements as may be
necessary to effect such recordation. If Landlord requires, or is required, to
record this Lease, it will pay all recording fees, transfer taxes and/or
documentary stamp taxes payable in connection with the recordation. If Tenant
records this Lease, it will make all such payments. Tenant will not record
this Lease without Landlord's prior consent which shall not be unreasonably
withheld, conditioned or delayed.
K. SUCCESSORS AND ASSIGNS. This Lease and all of its
provisions, individually and collectively, will bind and inure to the benefit
of Landlord and Tenant, and their respective heirs, distributees, executors,
administrators, successors, personal and legal representatives and their
permitted assigns.
L. COMMISSIONS. Tenant represents that Tenant has
dealt directly with only MANEKIN, LLC ("Manekin") and ▇▇▇▇▇▇ Partners, Inc.
("▇▇▇▇▇▇") as brokers 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. Landlord shall pay ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ a
commission in accordance with a separate agreement between Landlord and ▇▇▇▇▇▇
and Landlord and Manekin. Tenant will hold harmless and indemnify Landlord
from 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.
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M. QUIET ENJOYMENT. Landlord covenants to Tenant that,
so long as no Event of Default has occurred under this Lease Tenant shall
peaceably hold and enjoy the Leased Premises and the benefits afforded under
this Lease throughout the Lease Term without hindrance or impairment from
Landlord or those claiming by or through Landlord.
N. FORCE MAJEURE. In the event that either party to
this Lease is delayed, hindered or prevented, by reason of organized labor
troubles, such as a strike or lockout, an inability to produce materials,
delays in transportation, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war, fire or other casualties, acts of God,
rain or other weather conditions or any, other reason (excluding lack of
funds) not reasonably within the control of the party so delayed, hindered or
prevented, from performing work or doing any act required under the terms of
this Lease, then performance of such act shall be excused for the period of
the delay, and the period of the performance of any such act shall be extended
for a period equal to the period of such delay. Except as otherwise provided
herein, the occurrence of any event described in this Paragraph X.N. will not
operate to excuse Tenant from prompt payments of Rent, Additional Rent or any
other payments required by this Lease.
O. 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.
P. TENANT FINANCING AND LANDLORD'S LIEN. Landlord
agrees to cooperate with Tenant, at no cost to Landlord, in Tenant's
application for financing with the Maryland Industrial Financing Authority
("MIDFA") financing program for the construction of certain of Tenant's
improvements under this Lease. Landlord agrees that it shall waive, limit or
subordinate any lien it has or shall have to the lien of MIDFA or any
institutional lender (separately and collectively, the "Favored Party") on
Tenant's personal property; provided however, that this waiver, limitation or
subordination shall not prevent Landlord from exercising any right or remedy
against the Tenant to which Landlord may be entitled under the terms of this
Lease or as may be provided by applicable law, nor shall it prevent Landlord
from exercising its lien so long as Landlord recognizes the Favored Party's
prior right. Any document evidencing such waiver, limitation or subordination
by Landlord shall be in form and substance reasonably acceptable to Landlord
and such Favored Party. It is further understood and agreed that under no
circumstances shall Tenant's personal property include any fixtures and
leasehold improvements in the Leased Premises, regardless of by whom such
improvements were installed. Fixtures
-27-
and leasehold improvements are defined as all articles in the nature of
personal property or other improvements which are so annexed to or
incorporated in the Leased Premises that they have become a permanent part of
the Leased Premises and cannot be removed without material injury thereto.
Q. ROOFTOP EQUIPMENT LICENSE. So long as this Lease is
in full force and effect and Tenant is not in default of any obligation on its
part to be performed hereunder, Tenant may, from time to time, at its expense,
but at no additional charge from Landlord except as otherwise provided herein,
with Landlord's consent, which consent shall not be unreasonably withheld,
conditioned or delayed, make rooftop penetrations, install conduits, exhausts
and exhaust, systems, erect, mechanical and other equipment on the roof of the
Building or surrounding site (the "Equipment") so long as the same do not
materially and adversely impact the aesthetics or functional integrity of the
Building in Landlord's reasonable opinion or void or diminish the roof
warranty of the Building, and subject to the terms and conditions set forth
below. Furthermore, Tenant shall make every effort to place any rooftop
Equipment within the boundaries of any existing roof screen.
(i) Provided Tenant occupies one hundred
percent (100%) of the Leased Premises, Landlord hereby grants to Tenant the
exclusive right to use and occupy the roof of the Building (the "Licensed
Space") for the purposes only of installing, erecting, operating and
maintaining the Equipment.
(ii) Tenant for itself, its employees, agents
and contractors shall have free access to the Licensed Space to install,
service, operate, and maintain the Equipment subject to the reasonable rules
and regulations of Landlord promulgated from time to time.
(iii) The term of this License shall be the
Lease Term.
(iv) Upon the termination of the License,
Tenant shall remove the Equipment and repair any damage caused by said removal
at the License expiration and leave the Licensed Space in the same order and
repair as when received by Tenant, reasonable wear and tear excepted. Tenant
covenants to pay to Landlord within twenty (20) days of written notice, the
cost of repairing any damage to the Building resulting from the operation or
maintenance of the Equipment.
(v) Tenant shall throughout the term of this
License maintain the Equipment and the portion of the Licensed Area affected
by such Equipment in accordance with reasonable and customary engineering
standards and in conformity with any requirements of all public authorities
having jurisdiction over Tenant.
(vi) Tenant, at its expense, must obtain all
necessary zoning and government approvals, as well as approvals required by
any Property covenants.
(vii) The Equipment must be limited to Tenant's
business and Tenant shall not license the Licensed Space to others.
(viii) This License is not assignable by Tenant.
(ix) Tenant shall use only contractors and
subcontractors approved by Landlord in connection with any work to be
performed by Tenant on or about the Licensed Space.
-28-
R. MISCELLANEOUS.
1. As used in this Lease, and where the context
requires: (a) the masculine shall be deemed to include the feminine and neuter
and vice-versa; and (b) the singular shall be deemed to include the plural and
vice-versa.
2. This Lease is made in the State of Maryland
and shall be governed in all respects by the laws of the State of Maryland.
3. Except as otherwise specifically provided in
this Lease, no abatement, refund, offset, diminution or reduction of Rent or
any other payments will be claimed by or allowed to Tenant, or any person
claiming under Tenant (including inconvenience, discomfort, interruption of
business or otherwise), because of any present or future governmental laws or
ordinances, or because of any other cause or reason whatsoever.
4. All plats, exhibits, riders or other
attachments to this Lease are a part of this Lease and are incorporated by
reference into this Lease.
5. THIS LEASE CONTAINS THE ENTIRE AGREEMENT
BETWEEN LANDLORD AND TENANT REGARDING THE SUBJECT MATTER OF THIS LEASE. THERE
ARE NO PROMISES, AGREEMENTS, CONDITIONS, UNDERTAKINGS, WARRANTIES OR
REPRESENTATIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, BETWEEN THEM, RELATING
TO THIS SUBJECT MATTER, OTHER THAN AS SET FORTH IN THIS LEASE. THIS LEASE IS
INTENDED BY LANDLORD AND TENANT TO BE AN INTEGRATION OF ALL PRIOR OR
CONTEMPORANEOUS PROMISES, AGREEMENTS, CONDITIONS, NEGOTIATIONS AND
UNDERTAKINGS BETWEEN THEM. THIS LEASE MAY NOT BE MODIFIED ORALLY OR IN ANY
MANNER OTHER THAN BY AN AGREEMENT IN WRITING SIGNED BY LANDLORD AND TENANT OR
THEIR RESPECTIVE SUCCESSORS IN INTEREST. THIS LEASE MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME LEASE.
6. Three (3) riders are attached to this Lease
and made a part of it.
IN WITNESS WHEREOF, Landlord and Tenant have respectively
signed this Lease Agreement under seal as of the date first above written.
LANDLORD:
WITNESS: MOR BENNINGTON LLLP
By: RA & FM, INC., General Partner
/s/ Signature Illegible By: /s/ Signature Illegible (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------
Title: Vice President
--------------
TENANT:
WITNESS/ATTEST: GENVEC, INC.
/s/ Signature Illegible By: /s/ Signature Illegible (SEAL)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------
Title: CFO
---
Authorized Officer
-29-
STATE OF MARYLAND )
) TO WIT:
COUNTY OF ▇▇▇▇▇▇▇▇▇ )
I HEREBY CERTIFY that on this 30 day of April, 1999, before
me, the subscriber, a Notary Public of the State of Maryland, County of
▇▇▇▇▇▇▇▇▇, personally appeared, ▇▇▇▇▇ ▇. ▇▇▇▇▇ of RA & FM, Inc.,
general partner of MOR BENNINGTON LLLP, Landlord, and he acknowledged
the foregoing Lease Agreement to be the act and deed of such limited
liability limited partnership.
WITNESS my hand and Notarial Seal.
/s/ Signature Illegible
Notary
My Commission Expires: 12-01-01
--------
STATE OF MARYLAND )
) TO WIT:
CITY/COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
----------
I HEREBY CERTIFY that on this 30th day of April, 1999, before
me, the subscriber, a Notary Public of the State of MARYLAND, City/County
of ▇▇▇▇▇▇▇▇▇▇, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PH.D., the President
of GENVEC, INC., Tenant, and [she] [he] acknowledged the foregoing Lease
Agreement to be the act and deed of such corporation.
WITNESS my hand and Notarial Seal.
/s/ Signature Illegible
Notary
My Commission Expires: July 26, 2000
-------------
-30-
RIDER NO. 1
Right of First Refusal
----------------------
During the term of this Lease and any and all extensions
thereof, and subject and subordinate to any previously granted rights to
others (such as those granted to H. T. Medical of which Tenant has been
advised), including, without limitation, renewal rights, expansion rights,
rights of first refusal and rights of first offer Tenant shall have the right
of first refusal (the "First Refusal Right") to lease any space on the first
floor or second floor of the adjacent two story building, located on Parcel J,
at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Expansion Space"),
after Landlord's initial leasing thereof, on the terms, inclusive of any
market concessions (i.e. tenant improvement allowances) and at a Basic Annual
Rent equal to the price per square foot as is sought to be leased by a bona
fide prospective tenant of the Expansion Space and acceptable to Landlord (the
"Offer"). An Offer shall not include the exercise by another tenant of the
Building of its rights of renewal or expansion or Landlord's decision to allow
on existing tenant to continue its occupancy whether or not such tenant's
lease contains a right to so renew or extend it's lease. Notwithstanding
anything to the contrary, (i) Landlord (including, without limitation, any and
all successors to Landlord) shall have the continuing obligation to comply
with the terms of the First Refusal Right and to submit any and all future
Offers to Tenant as provided herein and (ii) the rights of Tenant described in
this Rider No. 1 shall remain in effect and shall be continuous and on-going
throughout the term of the Lease, including all extension and renewal periods.
If Landlord receives or makes a bona fide Offer to lease all or any portion of
the Expansion Space, Landlord shall afford Tenant the First Refusal Right for
such area as encompassed by such Offer. Landlord shall not lease such area,
without first advising Tenant of the terms and conditions of the Offer and
offering Tenant in writing the right to lease such area on the same terms and
conditions, nor shall Landlord accept such Offer, unless such acceptance is
subject to Tenant's rights described herein. The information furnished to
Tenant relative to such Offer shall include all of the terms and conditions of
the transaction, including, without limitation, disclosure of all payment and
credit terms and accommodations and Landlord's construction obligations, and
all such other details as are reasonably necessary for Tenant to evaluate the
terms and context of the Offer.
Tenant's exercise of its First Refusal Right shall be
effective only upon written notification (the "Notice") by Tenant to Landlord
thereof. Such notification must be given to Landlord before the close of
business ten (10) full business days after Tenant's receipt of Landlord's
written notification to Tenant of the Offer. Time is of the essence with
respect to Tenant's exercise of its rights under this Rider, and Tenant
acknowledges that Landlord requires strict adherence to the requirement that
the Notice be timely made and in writing.
In the event Tenant fails to so notify Landlord within said
ten (10) day period, Landlord shall be free to accept the Offer and Tenant
shall have no further rights hereunder.
This First Refusal Right is personal to Tenant and shall not
be separated from the Lease or transferred by Tenant independently of the
leasehold interest without the prior written consent of Landlord, which
consent of Landlord will be given solely within the discretion of Landlord.
-31-
Notwithstanding any other provision hereof, the following
provisions shall apply to the First Refusal Right and to Tenant's lease, if
any, of the Expansion Space:
(i) Tenant shall not be entitled to exercise
the rights accorded to Tenant in the first paragraph, unless at the date of
such exercise or at the date on which Tenant's lease of the Expansion Space
becomes effective, Tenant is in possession of the Leased Premises and an Event
of Default does not exist at the time of the exercise or on the Expansion
Space Commencement Date, as hereinafter defined;
(ii) Tenant shall have the right to lease and
occupy the Expansion Space commencing on the date set forth in the Offer (the
"Expansion Space Commencement Date"), and terminating on the later of (a) the
date set forth in the Offer, or (b) the expiration of the Lease Term under
this Lease, on such other terms, conditions, and provisions as are set forth
in the Offer;
(iii) The Expansion Space shall be delivered to
Tenant in "As Is" condition unless otherwise stated in the Offer; and
(iv) Except as otherwise expressly provided in
this Rider or in the Offer, all of the covenants, terms, conditions and
agreements set forth in this Lease shall apply to the Expansion Space.
(v) The Lease shall be amended, as may be
appropriate, to reflect the leasing of the Expansion Space.
-32-
RIDER NO. 2
Building Expansion Space
At anytime during the Lease Term and provided (i) at least
four (4) years remain following completion of the expansion improvements or
Tenant elects to so extend the Lease Term and (ii) Tenant is occupying at least
fifty percent (50%) of the Leased Premises and remains liable for the entirety
of the Leased Premises, upon Tenant's written request, and upon supplying
Landlord with adequate information, in Landlord's estimation, of Tenant's
financial ability to pay for the costs outlined herein, Landlord shall, at the
sole cost and expense of Tenant, make a good faith attempt to obtain approval
from the City of Gaithersburg, or any other applicable governmental authority,
to expand the Leased Premises by no less than ten thousand (10,000) square feet
(the "Building Expansion Space"). Tenant shall pay all of Landlord's costs and
expenses in connection with such approval process including all design and
architectural fees and permit fees in connection therewith within five (5) days
after Tenant's receipt of Landlord's invoice(s) for same. In the event such
approval is obtained and Tenant elects to proceed with the Building Expansion
Space, Landlord shall construct the Building Expansion Space in accordance with
plans and specifications to be prepared by Tenant's architect and approved by
Landlord (the "Building Expansion Space Plans and Specifications"). Prior to
Landlord commencing construction, however, Landlord and Tenant shall enter into
an amendment to this Lease for purposes of evidencing the parties' agreement
with respect to said Building Expansion Space. The Competitive Bid Procedure
outlined in Exhibit D-1 shall apply to Landlord's construction of the Building
Expansion Space. Tenant acknowledges that the construction of the Building
Expansion Space may disrupt or interfere with Tenant's use of the Leased
Premises, but under no circumstances will there be an abatement of Tenant's
monetary or non-monetary obligations under this Lease during the construction of
the Building Expansion Space. Landlord's costs and expenses in connection with
such construction (including the same general contractor fee and general
conditions fee rate set forth in paragraph I.B.2. above) shall be repaid by
Tenant to Landlord in equal monthly installments together with the monthly rent
payments, which installments shall be determined by amortizing Landlord's costs
and expenses together with 300 basis points over the prime rate then being
charged by First National Bank (or its successor) over the remaining Lease Term,
as defined herein (including any renewal exercised by Tenant). Notwithstanding
the foregoing, Tenant shall have the right to prepay Landlord's costs and
expenses or self-fund same at the time of the approval of the Building Expansion
Space Plans and Specifications.
-33-
RIDER NO. 3
Renewal Option
Rider to Section IIA. (Lease Term)
Provided (i) Tenant is still occupying at least fifty percent (50%) of
the Leased Premises, (ii) this Lease is then in full force and effect, (iii) no
Event of Default exists either on the date Tenant elects to extend the term or
on the date the extended term commences, and, (iv) Tenant has not failed more
than two times during the preceding Lease Year to pay any payments called for by
this Lease on the date such payment is due, then Tenant shall have the right to
extend the term of this Lease for two (2) terms of five (5) years each
immediately following the expiration of the then current Lease Term on the same
terms, conditions, and provisions as are set forth in this Lease, save that:
(i) there shall be no further right of extension,
after the second renewal term, and
(ii) the Basic Annual Rent payable with respect to
the Leased Premises shall be adjusted to reflect ninety-five percent (95%) of
the then prevailing rental rate (but in no event less than ninety percent
(90%) of the then current Basic Annual Rent) for first-class office space
within Bennington Corporate Center as of the commencement of the applicable
renewal term (as determined below).
Tenant shall be deemed to have waived the right to exercise this
renewal option unless not less than nine (9) months prior to the date of
termination of the initial Lease Term (or Extended Lease Term, if applicable) or
the first renewal term, as the case may be, Tenant shall have notified Landlord
in writing of Tenant's election to renew (the "Renewal Notice"). Landlord shall
give Tenant written notice of its good faith determination of the prevailing
rental rate within thirty (30) days after Landlord's receipt of the Renewal
Notice (the "Rent Notice"). Tenant may elect to have the prevailing rent
determined, as set forth below, if it does not agree with Landlord's
determination thereof, provided it gives Landlord written notice (the "Appraisal
Notice") within fifteen (15) business days after Tenant's receipt of the Rent
Notice.
Within five (5) business days after Landlord receives the Appraisal
Notice from Tenant, Landlord and Tenant shall give written notice to the other
that each, at its own expense, has hired and appointed a disinterested real
estate broker of recognized competence and professional experience as a broker
of comparable commercial and industrial real estate in the Washington
Metropolitan Area. The two brokers thus appointed shall mutually agree upon the
appointment of a third broker, the cost of which shall be shared equally by
Landlord and Tenant, which broker shall also be a disinterested person of
recognized competence and professional experience as a broker of comparable
commercial and industrial real estate in the Washington Metropolitan area. In
the event that the two brokers shall be unable to agree within ten (10) days
after their appointment on the appointment of the third broker, then Tenant
shall choose three brokers from which Landlord shall chose one who shall serve
as the third broker. Landlord shall notify Tenant of the selection of the third
broker within ten (10) days after Tenant's notice to Landlord of the selection
of such three brokers from which Landlord is to choose. The third broker shall,
as promptly as possible, but in no event more than thirty (30) days after the
date of his or her selection, conduct an appraisal of the Building for purposes
of determining the then
-34-
prevailing rental rate therein. In determining the prevailing rental rate, the
appraisal shall take into account market conditions such as the typical length
of lease terms and the economic value of any concessions then customarily being
provided to tenants of like size and creditworthiness in connection with Leases
for such space, such as tenant build-out allowances. Upon completion of the
appraisal, the third broker shall immediately give written notice to the parties
hereto stating his or her determination, and shall furnish to each party hereto
a copy of such determination signed by him or her, which determination shall be
final and binding on the parties.
Time is of the essence with respect to Tenant's exercise of its right
under this Rider and Tenant acknowledges that Landlord requires strict adherence
to the requirement that the Renewal Notice and the Appraisal Notice be timely
made and in writing.
-35-
EXHIBIT A
DESCRIPTION OF LEASED PREMISES
[Include location of (1) Leased Premises; and (2) location of permitted
Tenant parking and loading areas.]
[CHART OMITTED]
EXHIBIT B
BASE BUILDING PLANS AND SPECIFICATIONS
EXHIBIT C
TI PLANS AND SPECIFICATIONS
EXHIBIT D-1
TENANT IMPROVEMENTS CONSTRUCTION AGREEMENT
EXHIBIT D-1
Tenant Improvements Construction Agreement
TABLE OF CONTENTS
1. Definitions 1
2. Representatives 2
3. Project Design and Construction 2
4. Landlord's Approval 2
5. Schedule of Improvement Activities 3
6. Tenant's Work 6
7. Disclaimer of Liability 6
8. Cost Responsibilities 7
9. Change Orders 7
10. Completion 7
11. Confirmation Upon Completion 7
12. Lease Commencement 8
Exhibit D-3 Construction Schedule
Exhibit D-4 Non-Binding Estimate
TENANT IMPROVEMENTS CONSTRUCTION AGREEMENT
THIS TENANT IMPROVEMENTS CONSTRUCTION AGREEMENT ("TI Agreement") is
dated April ______, 1999, between MOR BENNINGTON LLLP. having an office and
place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
as Landlord (hereinafter called "Landlord"), and GENVEC, INC., having its
principal office and place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Tenant (hereinafter called "Tenant").
RECITALS
This TI Agreement is attached to and forms a part of that certain Lease
Agreement dated of even date herewith ("Lease"), pursuant to which Landlord has
leased to the Tenant the entire single story building (the "Building") located
at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Leased
Premises"), situated in the Bennington Corporate Center. Unless otherwise
indicated, the capitalized terms herein shall have the same meaning ascribed to
them in the Lease. Landlord desires to see that certain Tenant Improvements are
made to the Leased Premises, and Tenant desires to have Landlord make such
Tenant Improvements, upon the terms and conditions contained in this TI
Agreement.
1. DEFINITIONS. In this TI Agreement, some defined terms are
used. Such terms and agreements relating to them include the following:
(a) TENANT'S REPRESENTATIVE: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
(b) LANDLORD'S REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇, III.
(c) GENERAL CONTRACTOR'S REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇.
(d) ARCHITECT: ▇▇▇▇▇▇▇▇, Inc., or any other architectural
firm selected and employed by Tenant and acceptable to Landlord in connection
with the construction of the Tenant Improvements.
(e) TENANT CONSTRUCTION ALLOWANCE: Landlord shall
contribute to the costs and expenses incurred in connection with the
construction of the Tenant Improvements in accordance with Section I.B.2 of the
Lease. Tenant shall pay for the cost of Tenant Improvements in accordance with
Section I.B.2. of the Lease. Landlord and Tenant's monetary obligations with
respect to the Tenant Improvements are collectively referred to herein as the
"Tenant Construction Allowance."
(f) CONSTRUCTION INFORMATION: Any and all information
that is necessary for Tenant's Architect to prepare the TI Plans and
Specifications. Tenant hereby acknowledges that the Construction Information has
been previously supplied and/or made available to Tenant and is acceptable to
Tenant.
(g) ESTIMATED LEASED PREMISES COSTS: The preliminary
estimate of the costs of the Tenant Improvements prepared in accordance with the
requirements of the Section below, captioned "Estimation of Costs."
(h) TI PLANS AND SPECIFICATIONS: Construction documents
detailing the Tenant Improvements and conforming to applicable codes, complete
in form and content and containing sufficient information and detail to allow
for competitive bidding or negotiated pricing by contractor(s) selected by
General Contractor and Tenant and to allow the selected contractor to construct
the Tenant Improvements.
(i) CONSTRUCTION SCHEDULE: The schedule depicting the
relative time frames for the activities related to the construction of the
Tenant Improvements in the Leased Premises which is attached hereto as Exhibit
D-3.
(j) IMPROVEMENTS COST PROPOSAL: As defined below in
Paragraph 5(h).
(k) MAXIMUM APPROVED COST: The sum of the Tenant
Construction Allowance and any additional amount that Tenant has agreed to pay
for the Tenant Improvements pursuant to the Lease and this TI Agreement.
(l) TENANT IMPROVEMENTS: The Tenant Improvements to the
Leased Premises constructed pursuant to the TI Plans and Specifications.
(m) LEASED PREMISES COST: The cost of the Tenant
Improvements includes, but is not limited to the following:
(1) The actual cost of all Tenant and Landlord
approved labor and materials fees and expenses;
(2) The actual cost of all Tenant and Landlord
approved contractor costs and fees, overhead, profit, and contractor fees.
(n) CHANGE ORDER: Any change, modification, or addition
to the TI Plans and Specifications after Tenant and Landlord have approved the
same.
(o) GENERAL CONTRACTOR: Manekin, LLC.
(p) TENANT'S CONSTRUCTION ADMINISTRATOR: The construction
administrator, if any, contracting with Tenant and selected by Tenant, in
Tenant's discretion, which may, at Tenant's election, be the Architect.
(q) TENANT'S ENGINEER(S): The structural, mechanical and
electrical engineer(s) contracting with Tenant and selected by Tenant, in
Tenant's discretion.
(r) TENANT APPROVAL. Whenever in this TI Agreement,
Tenant's consent, approval, review, participation or any such similar act is
required, such consent or approval shall be deemed given and review or
participation shall be deemed waived, unless a contrary written response, in
reasonable detail, is given within five (5) business days after the requesting
party has submitted the item for consent, approval, review, participation or
such similar act to Tenant.
2. REPRESENTATIVES. General Contractor appoints General
Contractor's Representative to act for General Contractor in all matters
associated with this TI Agreement. Tenant appoints Tenant's Representative to
act for Tenant in all matters associated with this TI Agreement. Either
representative may appoint a substitute or successor representative, so long as
such designation is effected by written notice in accordance with the notice
provisions of the Lease. All inquiries, requests, instructions, authorizations,
and other communications with respect to the matters covered by this TI
Agreement (collectively, "Communications") shall be made to General Contractor's
Representative or Tenant's Representative, as the case may be. General
Contractor's Representative and Tenant's Representative shall be responsible for
communicating to the Architect, Tenant's Construction Administrator, Tenant's
Engineer(s) and to one another Communications which are pertinent to the
construction of the Tenant Improvements.
3. PROJECT DESIGN AND CONSTRUCTION. All work will be performed by
the contractors selected by General Contractor and Tenant in accordance with
this TI Agreement and, unless otherwise provided, such contractors shall be
engaged by General Contractor.
4. LANDLORD'S APPROVAL. Landlord may only withhold its approval
of the TI Plans and Specifications or Change Order(s) that in its reasonable
discretion:
(a) Exceeds the capacity of or materially and adversely
affects the structural or aesthetic integrity or future marketability of the
Building or the Leased Premises, or any part of the heating, ventilating, air
conditioning, plumbing, mechanical, electrical, or other systems of the Building
or the Leased Premises. The agreed upon live load limit for the slab of the Base
Building is 125 p.s.f.
-2-
(b) Does not conform to applicable building codes or is not
approved (or is not likely to be approved) by any governmental,
quasi-governmental, or utility authority with jurisdiction over the Leased
Premises. Notwithstanding the preceding sentence Landlord has no obligation to
verify such conformance of the TI Plans and Specifications, which are solely the
responsibility of Tenant in accordance with Section I.B.2 of the Lease.
5. SCHEDULE OF IMPROVEMENT ACTIVITIES.
(a) TIMETABLE. Provided Tenant adheres to the Tenant
Deadlines set forth on Exhibit D-2 to the Lease, General Contractor shall adhere
to the Construction Schedule attached hereto as D-3, which respective timetables
may be altered only in accordance with the terms of this TI Agreement or by
mutual written consent of General Contractor, Landlord, and Tenant, which shall
be deemed given unless a contrary written response, in reasonable detail, is
given to the others within five (5) business days of request therefor. To the
extent Tenant does not meet the Tenant Deadlines Construction Schedule the
Construction Schedule shall likewise be lengthened. and such failure results in
a delay in the
(b) DESIGN MEETINGS. During the design phases (which
commenced prior to the execution of this TI Agreement) of the Tenant
Improvements, if Tenant shall meet with the Architect to review and discuss the
significant aspects of the design documents as then completed, Landlord's
Representative shall attend such meetings as and when requested by Tenant,
provided reasonable prior notice has been given to Landlord's Representatives.
(c) ESTIMATION OF COSTS. Within eighteen (18) days after
approval of the TI Plans and Specifications, Landlord will promptly cause to be
prepared in consultation with outside contractors, subcontractors and suppliers,
a preliminary estimate of the Leased Premises Cost (the "Estimated Leased
Premises Cost"). Such estimate shall identify separately the amount of the
Estimated Leased Premises Cost attributable to each separate trade, subcontract
and category of the work and unit prices and quantities for each line item of
the components thereof which shall be used to compute the cost implications of
changes in the scope of work. Upon receipt by Tenant of the Estimated Leased
Premises Cost, Tenant may either approve the TI Plans and Specifications or
require Architect to revise the TI Plans and Specifications by the deadline
established in the Construction Schedule or within 5 days after the date of
Tenant's receipt of the Estimated Leased Premises Cost, whichever is later, in
order to assure that the Estimated Leased Premises Cost is consistent with the
Tenant Improvements budget established by Tenant for competitive bidding.
As stated above, Tenant shall be afforded the opportunity to
redesign and revise the TI Plans and Specifications. All costs and expenses of
such redesign and delays, including but not limited to any increases in the bid
amounts, associated therewith shall be borne by Tenant and shall not delay the
Commencement Date of the Lease, which, unless occupancy occurs earlier, shall be
November 1, 1999.
Based on preliminary and cursory evaluations and estimates as
reflected on Exhibit D-4 attached hereto prepared by General Contractor based on
schematic plans and narrative specifications dated February 8, 1999 prepared by
Tenant's Architect which were modified as a result of an ongoing so-called
"value engineering" process which was finalized on or about April 14, 1999, the
preliminary estimate of what the Estimated Leased Premises Costs could be is
approximately Five Million Twenty-Two Thousand Five Hundred Eighty-Six Dollars
($5,022,586.00). However, the parties hereto acknowledge that this is a
non-binding estimate and has no impact upon the parties' rights and obligations
under this TI Agreement or the Lease.
(d) LANDLORD AND TENANT WORK. Tenant, concurrent with
Tenant's approval of the TI Plans and Specifications, may request of Landlord in
writing that Tenant be allowed to provide certain materials or elements of the
Tenant Improvements or reserve for performance by contractors selected by Tenant
distinct elements of the Tenant Improvements which are furniture, fixtures and
equipment (said elements of the Tenant Improvements referred to in this TI
Agreement as "Tenant's Work"). Landlord shall promptly approve or disapprove of
such request in its reasonable discretion. If so approved, construction and
installation of the Tenant's Work shall be Tenant's sole responsibility
(provided that Tenant may apply the Tenant Construction Allowance to the cost of
Tenant's Work). The progress of Tenant's Work shall not delay the Commencement
-3-
Date of the Lease, which, unless occupancy occurs earlier, shall be November 1,
1999. All work which is not Tenant's Work shall be referred to herein as
"Landlord's Work".
(e) SELECTION OF POTENTIAL SUBCONTRACTORS. Landlord and
Tenant shall develop a mutually agreeable list of not less than three (3)
qualified subcontractors for each separate trade or category of the work and
from such list Landlord shall bid Landlord's Work. Development of the above list
shall be based upon Landlord's and Tenant's respective evaluations of the
potential subcontractor's reliability and reputation for quality personnel
including the project workmanship and timeliness of performance, the
subcontractor's financial capability to perform a project of the type and size
contemplated by this TI Agreement, the subcontractor's past job performance, and
the ability of the bidding subcontractor to satisfy licensing and insurance
requirements for the job. All potential subcontractors on the list shall have
had experience in constructing facilities of the type contemplated in respect of
the Leased Premises. In selecting the potential subcontractors to be included on
the list, both Landlord and Tenant shall be allowed to eliminate any potential
subcontractor it reasonably determines is not qualified or competent or, in the
exercise of their reasonable judgment, is otherwise unacceptable.
(f) BID SOLICITATION. The bid solicitation package and
subcontracts shall require the subcontractors to state delivery dates (subject
to Tenant's Work being performed in a timely and cooperative fashion) for all
items of work and subcontractor furnished equipment and materials. General
Contractor will solicit bids for the construction of the Landlord's Work in such
fashion as to require each bidder to identify separately the amount attributable
to each separate trade or category of the work. The bid solicitation package
shall be prepared by Architect and General Contractor and shall be approved or
disapproved by Tenant within five (5) business days following receipt. Such
package shall include the following and such other items as may be reasonably
required by General Contractor or Architect:
(1) Plans and Specifications: a complete set of drawings
for the scope of the work for the portion of the
Tenant Improvements to be constructed and detailed
specifications for the work to be performed.
(2) Standard (broken down in CSI format) Response Format:
specific line items by trade, general conditions and
fees.
(3) Statement of Unit Prices: A requirement that each
bidder shall state that additions to and deletions
from line item components shall be at the original
unit price.
(4) Insurance Coverage: A requirement that each bidder
shall state the scope and amount of its insurance
coverage, to provide evidence of coverage of a type
and amount, acceptable to Tenant and provide a
certificate of insurance prior to commencement of any
work naming Landlord and General Contractor, as
additional insureds.
(5) Statement of Financial Condition: A requirement that
each bidder submit an AIA 305 Contractor
qualification form.
(6) Construction Schedule: A requirement that each bidder
shall provide a proposed schedule of construction, in
sufficient detail that no activity have a duration
greater than two weeks. The schedule shall be
submitted in both written and electronic media, if
possible.
(7) Bond: Each bidder shall state its current bonding
limit as well as its current capacity.
(8) Markup: Each subcontract bidder shall state and bid
its proposed ▇▇▇▇-up for combined overhead and profit
separately for Change Orders.
(g) Review of Bids. The selection of subcontractors will
be based on the review of the bids submitted with respect to each such category,
and subject to the reasonable approval of
-4-
Tenant as to amounts for categories of the work that are either the payment
responsibility of Tenant under the Lease or are to be applied against the Tenant
Construction Allowance. Tenant's Representative, Tenant's Architect and Tenant's
Construction Administrator, if any, each shall have the right to reasonably
revise and approve all categories for which Tenant has payment responsibility
under the Lease or are to be applied against the Tenant Construction Allowance,
and shall have a one-time right to require General Contractor to reallocate the
amounts in each category; provided however, there shall be no right to an
adjustment of the General Contractor's fees or general conditions fee. Landlord
shall afford Tenant the opportunity to revise the TI Plans and Specifications
and other requirements to bring the Tenant Improvements into conformity with
Tenant's budget requirements (but any such changes shall be subject to
Landlord's approval) and shall cooperate with Tenant and the Architect to
achieve completion of such changes INTER ALIA, by promptly providing information
available to Landlord regarding costs and the estimated effect of the proposed
revisions on the completion of the Tenant Improvements. General Contractor shall
state estimated delivery dates for all items of work, equipment and materials.
Tenant's Architect and Tenant's Construction Administrator, if any, each shall
have the right to participate and attend the opening of all bids submitted by
potential subcontractors. In connection with any negotiations or discussions
with any bidders regarding their proposals (including any negotiations as to
revisions in the amounts of their bids), Tenant's Architect and Tenant's
Construction Administrator, if any, each shall have the right to participate
with respect to negotiations regarding categories which are to be applied
against the Tenant Construction Allowance. Notwithstanding the foregoing, it is
understood that no such participation, revisions or negotiations initiated on
Tenant's behalf shall delay the Commencement Date of the Lease, which, unless
occupancy occurs earlier, shall be November 1, 1999.
(h) IMPROVEMENTS COST PROPOSAL. General Contractor will
notify Tenant in writing of the amount of the lowest bid from among the bids
received, which are responsive to the bid solicitation package. General
Contractor and Tenant may select any bidder, even though such bidder is not the
lowest bidder. The sum of the bids selected plus the General Contractor's fees
and general conditions fee shall be the Improvements Cost Proposal. Tenant will
either (1) agree to the amount of the Improvements Cost Proposal if it is the
same or less than the total of (a) Landlord's Initial Contribution; (b) Tenant's
Minimum Contribution; and (c) two times the amount of Landlord's Additional
Contribution (the "Total Allowance"), or (2) if greater than the Total
Allowance, agree in writing to pay the amount by which the Improvements Cost
Proposal exceeds the Total Allowance or request the Architect to revise the TI
Plans and Specifications in order to assure that the Improvement Cost Proposal
is not more than an amount to which Tenant agrees. General Contractor shall not
approve any contract, any contract amendment or take any action which will
increase the Maximum Approved Cost without the prior written consent of Tenant.
(i) AWARD OF SUBCONTRACTS: The subcontractors agreed to
be accepted shall be "General Contractor's Subcontractors" and shall be awarded
the subcontracts for the Landlord's Work. General Contractor's Subcontractors
shall contract with General Contractor and shall be paid by General Contractor,
provided Landlord and Tenant perform their obligations under the Lease. Provided
Tenant timely performs its obligations under the Lease, Tenant shall not be
liable for claims by General Contractor's Subcontractors.
(j) GOVERNMENTAL APPROVALS: Following approval and
completion of the TI Plans and Specifications, the Improvements Cost Proposal
and the Maximum Approved Cost, Tenant's Architect, at Tenant's sole cost and
expense, will cause application to be made to the appropriate governmental
authorities for necessary construction approvals and building permits. Upon
receipt of the necessary approvals and permits, General Contractor will begin
construction of the Landlord's Work. It shall be Tenant's, and not General
Contractor's, responsibility to obtain, at Tenant's sole cost and expense, all
necessary approvals and permits with respect to Tenant's Work and use of the
Leased Premises.
(k) CONSTRUCTION PROGRESS MEETINGS: Beginning with the
commencement of construction, at the request of Tenant, the General Contractor
shall hold progress meetings (no more often than once a week) at the Leased
Premises, or at such other places as are acceptable to General Contractor and
Tenant. At such meetings, the progress of the work to be performed hereunder
shall be reported in detail with reference to the Construction Schedule, and all
problems or other issues relating to the same shall be discussed and resolved.
Each of General Contractor's
- 5 -
Subcontractors then performing work on the Tenant Improvements shall have a
knowledgeable representative present at each weekly meeting to report on the
condition of his work and to receive information regarding the performance of
future work by the Subcontractor. The General Contractor shall hold such
meetings within at least three (3) days after Tenant's request for any meeting
to held as required herein and shall allow Tenant's Representative, Tenant's
Construction Administrator, if any, Tenant's Engineer, if any, and the Architect
to attend and participate in each such meeting. The General Contractor shall
keep minutes of each such meeting held and shall circulate the minutes of each
meeting to Tenant's Representative, Tenant's Construction Administrator, if any,
Tenant's Engineer, if any, the Architect, and all Subcontractors (and such other
persons as may be appropriate), no later than three (3) working days after the
meeting is concluded. If such minutes reflect authorization for any Change
Order, the same shall not be effective until and unless approved by Tenant's
Representative and Landlord's Representative in accordance with Section 10,
below.
6. TENANT'S WORK. Tenant's consultants shall have access, at the
times and in the manner set forth below, to the Leased Premises during the
construction period to install cabling, wiring and Tenant's equipment and
fixtures ("Tenant's Installations"). With respect to Tenant's Work or
Installations, Tenant shall have the right to retain contractors, union or
non-union to fabricate millwork, including shelving, work surfaces, etc., and to
install equipment, subject only to obtaining the prior written approval of
Landlord and shall have the right to perform data and phone switch installation
using its own employees, contractors and consultants. Landlord's approval of
contractors for Tenant's Work Installations, which may not be unreasonably
withheld, conditioned or delayed, shall be based upon considerations such as
whether the contractor is properly licensed, his financial condition, experience
and past job performance. Upon the request of Tenant, Landlord shall grant to
Tenant and its contractors non-exclusive access to the Leased Premises (the
"Non-Exclusive Access Period") (a) during construction of Landlord's Work, upon
ten (10) days' prior oral or written advice to Tenant, at such times and for
such periods as reasonably necessary for the orderly and efficient delivery,
construction and installation of Tenant's Installations and (b) during the
thirty-day (30) period immediately prior to the anticipated date on which the
Leased Premises shall be ready for Tenant's occupancy, at reasonable times, for
the purpose of installing the Tenant's Work or Installations, provided, however,
that the installation of Tenant's Installations and Tenant's Work does not
interfere with or delay the work of General Contractor and General Contractor's
Subcontractors. General Contractor and Tenant shall use reasonable efforts to
coordinate the Tenant's Installations and Tenant's Work with Landlord's Work
during the Non-Exclusive Access Period. General Contractor shall lock the
Building and Leased Premises during the Non-Exclusive Access Period, when work
is not being performed. Tenant's access hereunder shall be at Tenant's sole risk
and expense. Commencing on the first day of the Non-Exclusive Early Access
Period, Tenant agrees that all the terms and provisions of the Lease shall be in
full force and effect except that Tenant shall have no obligation to pay rent
during the Non-Exclusive Early Access Period unless the Non-Exclusive Early
Access Period goes beyond October 31, 1999. Tenant agrees to indemnify and hold
harmless Landlord for any damage or personal injury which may occur as a result
of Tenant's entry into the Leased Premises prior to the Commencement Date.
Tenant shall deliver to Landlord evidence of the insurance required to be
maintained by Tenant pursuant to Section IV.E of the Lease prior to Tenant's
entry into the Leased Premises.
7. DISCLAIMER OF LIABILITY. Landlord and Tenant shall be as fully
responsible to the other for the acts and omissions of a Contractor,
Subcontractor or a Sub-subcontractor, materialman or supplier, and of the
persons employed by a subcontractor, sub-subcontractor, materialman or supplier,
and of the persons for whose acts and omissions they may be liable, as he is for
the acts and omissions of his own employees in connection with all matters
relating to this TI Agreement and the construction of the Tenant Improvements.
8. COST RESPONSIBILITIES.
(a) LANDLORD'S COSTS: Landlord has paid all costs and
expenses relating to construction of the Base Building in accordance with the
Base Building Plans. Landlord warrants that the amounts which shall be paid out
of the Tenant Construction Allowance (and any additional amount Tenant has
agreed to pay in writing in accordance with this TI Agreement and the Lease) to
Landlord and the General Contractor and its subcontractors shall be the exact
amounts set forth in
- 6 -
the bids for which contracts, as may be amended, were awarded, plus the amount
set forth in the General Contractor's contract for General Contractor's fees and
general conditions fee.
(b) TENANT'S COSTS: In connection with construction of
the Tenant Improvements, Tenant hereby acknowledges its obligation to contribute
to the Leased Premises Cost as outlined in Section I.B.2 of the Lease.
9. CHANGE ORDERS. Tenant may authorize changes to the Tenant
Improvements during construction only by written instructions to Landlord's
Representative on a form approved by Landlord. All such changes will be subject
to Landlord's prior written approval in accordance with paragraph 4. Prior to
commencing any change, Landlord will prepare and deliver to Tenant, for Tenant's
approval, a change order setting forth the total cost of such change, which will
include associated architectural, engineering, construction contractor's costs
and fees and completion schedule changes. If Tenant fails to approve such change
order in writing within five (5) business days after delivery by Landlord,
Tenant will be deemed to have withdrawn the proposed change and Landlord will
not proceed to perform the change. Upon Landlord's receipt of Tenant's approval,
Landlord will proceed with the change. Landlord shall not be authorized to issue
change orders without the approval of Tenant in accordance with the procedures
established by this TI Agreement. Change orders to correct defects or errors in
the Base Building not caused by Tenant or Tenant's Architect, contractors,
subcontractors, employees or agents shall not be charged to Tenant or charged
against or deducted from the Tenant Construction Allowance.
10. COMPLETION. Time is of the essence with respect to Landlord's
and Tenant's obligations under this TI Agreement, subject, however, to the
provisions of Section X.N. of the Lease.
11. CONFIRMATION UPON COMPLETION. Upon completion of the Tenant
Improvements in accordance with this TI Agreement, Tenant shall confirm its
acceptance of the Leased Premises and such other matters as Landlord shall
reasonably request in accordance with Section II.D. of the Lease.
[remainder of page intentionally left blank]
- 7 -
12. LEASE COMMENCEMENT. Notwithstanding anything herein to the
contrary, the Commencement Date of the Lease shall be the earlier of (i) the
date Landlord has substantially completed Landlord's Work or (ii) November 1,
1999.
LANDLORD:
MOR BENNINGTON LLLP
By: RA & FM, Inc., General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------
Title: Vice President
--------------
TENANT:
GENVEC, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------
Title: CFO
---
- 8 -
EXHIBIT D-2
TENANT DEADLINES
Deliver Air Handler Unit
Specifications to Landlord 04/21/99
Deliver Underground
Plumbing Plans to Landlord 05/03/99
Approve Letting Mechanical Contract 05/03/99
Deliver Casework, Boilers/Pump
Specifications to Landlord 05/03/99
Deliver Steel Platform Specifications
to Landlord 05/10/99
Approve Letting Casework Contract 05/17/99
Deliver Roof Structure Specifications
to Landlord 05/17/99
Approve Letting Roof Structure and Steel
Platform Contracts 05/24/99
Deliver VAV Specifications to Landlord 05/28/99
Deliver Concrete/Foundation Plans to
Landlord 06/01/99
Approve Letting Concrete/Foundation
Contract 06/07/99
Approve Letting VAV Supplier Contract 06/07/99
Submit Permit Application, including
Plans & Specifications to
City of Gaithersburg 06/07/99
Deliver Final Plans and
Specifications for all remaining
Tenant Improvements to Landlord 06/24/99
Approve Balance of Bidders List 06/24/99
Deliver Building Permit and all
other applicable permits or approvals
to General Contractor and Landlord 07/05/99
Approve Letting Balance of Contracts 07/16/99
EXHIBIT D-3
CONSTRUCTION SCHEDULE
Exhibit D-3
Construction Schedule
[EXHIBIT OMITTED]
EXHIBIT ▇-▇
▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇-▇ NON-BINDING ESTIMATE
4/22/99
[Pricing based on schematic plans & narrative spec. dated 2/2/99] as value engineered on or about 4-14-99
(42,900 Not Rentable SF)
Page 1
DIV./SECTION DESCRIPTION BIDDERS VE BIDS VE COST/SF
01000-GENERAL REQUIREMENTS Manskin $114,000.00
02000-SITEWORK
02070-SELECTIVE DEMO.
(by each trade)
03000-CONCRETE Precision $68,217.00
04000-MASONRY
04200-UNIT MASONRY
(Inc. footings) A & A Masonry $28,681.00
05000-METALS
05100 & 05500-STRUCTURAL
METAL FRAMING & METAL
FABRICATIONS AFW $71,500.00
06000-WOOD & PLASTIC
06100-ROUGH CARPENTRY
(by each trade) Allowance $25,790.00
06402-INT ▇▇▇▇.▇.▇▇▇▇: P-▇▇▇ Summit $11,584.00
07000-THERMAL AND MOIS-
TURE PROTECTION
07200-INSULATION
(by drywall trade)
07511 & 07700-BUILT-UP ASPHALT
ROOFING & ROOFING
SPECIALITIES Orndorl & Spal $40,000.00
07900-JOINT SEALERS Belbway $12,271.05
08000-DOORS & WINDOWS
08110, 08211, 08700-STEEL
DOORS & FRAMES, FLUSH
WOOD DOORS & FINISH
HARDWARE Summit $212,129.00
08350-Accordian Doors MDE $14,600.00
08800-GLASS & GLAZING G&A Concepts $38,845.00
09000-FINISHES
09250 & 09621-DRYWALL
& ACCOUSTICAL Summit $226,067.00
09300-TILE Willema $14,669.00
09650 & 09660-RESIL-
ENT FLOOR & CARPET Share $58,700.00
09800 & 09660-SPECIAL
COATINGS & RESINOUS
FLOORING Life Sciences $34,584.00
09900 & 09950-PAINTING
& WALLCOVERING Quality $77,209.00
10200-LOUVERS & VENTS Allowance $2,700.00
10260-CORNER GUARDS (VINYL FOR EXEC. OFFICES: 30 PCS.) Allowance $420.00
SANIRAILS Life Sciences $8,864.10
EXHIBIT ▇-▇ ▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $1,920.00
10160 & 10800-TOILET
PARTITIONS & WASH-
ROOM ACCESS Summit $8,568.00
11470-DARKROOM DOOR Allowance $850.00
12000-FURNISHINGS
12345-LABORATORY
CASEWORK (Mid-Atlantic) ▇▇▇▇▇, Inc. $330,000.00
12510-BLINDS
12570-RUGS & MATS Matworks $2,100.00
13000-SPECIAL CON-
STRUCTION
13038-COLD ROOMS Allowance $31,202.26
15000-MECHANICAL
15300-Fire Protection Chesapeake $57,575.00
15400-Plumbing ▇▇▇▇▇▇▇ $2,688,132.00
15500-HVAC
16000-ELECTRICAL ▇▇▇▇▇▇▇▇ $604,338.00
Subtotal: $4,753,415.41
Fee: $239,170.77
Total: $5,022,586.18 $132.17
EXHIBIT E
LEASE COMMENCEMENT AGREEMENT
THIS LEASE COMMENCEMENT AGREEMENT, made this ___ day of ___________, 1999, by
and between MOR BENNINGTON LLLP ("Landlord") and GENVEC, INC. ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into that certain Lease Agreement
dated _______________________, 1999, (the "Lease") for the premises located at
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Leased Premises");
and
WHEREAS, Landlord and Tenant wish to set forth their agreements as to the term
of the Lease, as well as certain other matters, all as more particularly set
forth below.
NOW, THEREFORE, in consideration of the Leased Premises as described in the
Lease and the covenants set forth therein, Landlord and Tenant agree as follows:
1. The "Commencement Date" for all purposes of the Lease is
___________________, 1999.
2. The initial Lease Term shall expire on ______________________,
201_.
3. The Deposit was received from Tenant by Landlord in the amount
of $51,837.50 which shall be applied in accordance with Paragraph III.A. of the
Lease.
4. [OTHER PROVISIONS, if any.]
EXHIBIT F
RULES AND REGULATIONS
1. Neither Tenant nor any of its servants, agents, invitees, employees
and/or licensees will park on, store on or otherwise utilize any parking or
loading areas on the Property except as shown on EXHIBIT A, and then only in the
parking places designated by Landlord. Such parking must be in accordance with
the rules and regulations Landlord may promulgate from time to time with respect
to parking.
2. Tenant will not pile, place or permit to be placed any goods,
materials, equipment or other obstructions on the sidewalks or parking lots in
the front, rear or sides of the Building, or in a place and in a manner so as to
block the sidewalks, parking lots and loading areas. Tenant will not do anything
that directly or indirectly takes away any of the rights of ingress, egress or
natural light from any other tenant in the Building.
3. Tenant will not inscribe, paint, affix or otherwise display signs,
decals, advertisements or notices visible from outside the Leased Premises in,
on, upon or behind any windows or on any door, partition or other part of the
interior or exterior of the Building. Tenant will not attach or place awnings,
antennas or other projections on the outside walls on any exterior portion of
the Building. Any such exterior projections attached or placed without
Landlord's prior written consent will be subject to removal at any time, without
notice, at Tenant's sole expense. No curtains, blinds, shades or screens will be
attached to, hung in or used in connection with any window or door of the Leased
Premises unless previously approved by Landlord or shown on EXHIBIT B.
4. The delivery, shipping, loading and unloading of goods, wares,
merchandise, equipment, supplies, fixtures and all other items to and from the
Leased Premises will be subject to the rules and regulations Landlord may
promulgate from time to time with respect to deliveries and shipments.
5. All garbage and refuse will be kept in the kind of container
specified by Landlord, and will be placed outside of the Building for collection
in the manner, in such containers or dumpsters and at the times and places
reasonably specified by Landlord. Tenant will not burn any trash or garbage of
any kind in or around the Leased Premises. Tenant shall contract directly with a
private waste removal company, reasonably acceptable to Landlord, for removal of
all trash, garbage or refuse from the Leased Premises and its exterior
dumpsters.
6. No radio, speakers, television, phonograph or other sound or similar
device will be installed or operated in the Leased Premises without Landlord's
prior written approval. Tenant will prevent sounds emanating from the Leased
Premises from being heard outside the Leased Premises or otherwise unreasonably
disturbing or annoying other tenants.
7. The plumbing facilities will not be used for any purpose other than
that for which they are constructed. No foreign substance of any kind will be
thrown into the plumbing facilities. The expense of any breakage, stoppage or
damage resulting from a violation of this provision by Tenant or any of its
servants, agents, invitees, employees and/or licensees will be borne solely by
Tenant.
8. Tenant will not place a load upon the floor of the Leased Premises
exceeding the floor load per square foot area which the floor of the Leased
Premises has been designed to carry.
9. Tenant will not use the Leased Premises for the sale of any goods,
wares or merchandise. Tenant will not permit anyone to lodge or sleep in the
Leased Premises. Tenant is responsible for all persons whom it invites and/or
admits to the Leased Premises and will be liable to Landlord for all acts of
such persons.
F-2
EXHIBIT G
SPECIALIZED TENANT IMPROVEMENTS
A. Animal Facility
1 Cage washer (manufacturer is Castle 8666)
1 Autoclave, cage (manufacturer is Getinge)
4 Animal racks
B. Glasswash Equipment
1 Autoclave, clean steam (manufacturer is Castle)
1 Glasswasher (manufacturer is Castle)
C. 5 DI Polishers, water system (manufacturer is U.S. Filter)
D. Building furnishings
See attached list of furniture and equipment
E. Telephone voice mail system
Manufacturer ___________________ (model number or other
identification ________)
F. Uninterrupted power supply (UPS) system
G. Removable building mechanical systems (no piping will be removed)
- steam boiler
- lab air compressors
- vacuum pump
- RO DI water systems
- Emergency generator
H. Lockers
I. Prefab cold room kits
EXHIBIT G (continued)
Cost Model - Furniture and Equipment
Category Description Units Cost/Unit Subtotal Total
Fixtures, Furniture, Equipment Office Furniture Systems
Open Work Stations
64 Work Station* 29 $4,000 $116,000
Carols** 17 $1,000 $17,000
File Pedestals 16 $210 $3,360
$136,360
Private Office
Desk 6 $600 $3,600
Credenza 6 $600 $3,600
Hutch 6 $600 $3,600
Bookcase/File cabinet*** 6 $800 $4,800
$15,600
Lobby
Receptionist Station 1 $6,000 $6,000
Lobby Table 1 300 $300
Lobby Chair 2 $700 $1,400
$7,700
Conference Room
Conf Room Table 3 2500 $7,500
Conf Room Table - Large 1 6000 $6,000
Conf Room Table 36 Round 2 175 $350
Conf Room Table - 42 Round 1 250 $250
Conf Room Table - 48 Round 1 275 $275
Conference Room Chairs 54 250 $13,500
$27,875
Cafeteria
Cafeteria/Lounge Tables 7 200 $1,400
Cafeteria Chairs**** 22 $150 $3,300
$4,700
Accessories
White Board - cabinet 4 $1,500 $6,000
White board, Aluminum 6 $100 $600
Projection Screens***** 4 $200 $800
$7,400
File cabinets
5-Drawer Lateral 5 $400 $2,000
$2,000
Office Chairs
Executive Chairs 23 $400 $9,200
Guest Chairs 23 $200 $4,600
Work Station Chairs****** 46 $275 $12,650
$26,450
Laboratory Chairs 30 $250 $7,500
$7,500
Computer Equipment
Network Hubs & Routers 1 $30,000 $30,000
Computer Room Racks/Fixtures 1 $7,000 $7,000
* Includes production room workstation $37,000
** Includes computer workstation carols in library
*** Priced for 5 drawer lateral. Bookcase approx. $400 $272,585
**** Includes 2 chairs in lounge
*****Price is for standard, non electrical projection screens.
******* Includes 3 chairs at library tables, but not computer chairs
EXHIBIT H
MINIMUM CONTRACT SPECIFICATIONS FOR
HVAC SYSTEM
PREVENTATIVE MAINTENANCE
AND
FULL PARTS AND LABOR SERVICING
I. FULL PARTS & LABOR
A. This contract is meant to be a full parts and labor contract
on the installed equipment as detailed on a separate sheet. It
includes all repairs resulting from malfunctions discovered
during inspections and emergency service requests.
B. Components under this agreement that may be obsolete will be
repaired until such time as they are no longer repairable and
the equipment must be replaced.
II. QUARTERLY INSPECTIONS SHALL BE PROVIDED AS FOLLOWS:
A. General: Performed at all quarterly inspections
1. Replace all filters as required
2. Lubricate all motors and bearings
3. Adjust and/or replace all fan belts
4. Clean grilles, etc., as required
B. Spring and Summer:
1. Check refrigerant charge and/or temperature
difference across evaporator coil
2. Check refrigerant piping for leaks with electronic
leak detector
3. Check all operating and safety controls for cooling
4. Check system operation - (operating pressures, super
heat, compressor running current, condensate removal,
etc.)
5. Clean condenser and/or evaporator coil as required
6. Check and tighten all electrical connections at unit
as required
C. Fall and Winter:
1. Check system operation - (operating pressures, etc.)
2. Check all operating and safety controls for heating
3. Check and tighten all electrical connections at unit
as required
III. QUALIFICATIONS OF CONTRACTORS
All contractors providing the services described above shall be
qualified and certified by an EPA-approved testing organization to work
with refrigerants and other chemicals.
EXHIBIT I
CERTIFICATION OF HVAC SYSTEM
BY LICENSED MECHANIC
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TO WHOM IT MAY CONCERN:
The heating and cooling equipment which conditions the air in the subject space
has been thoroughly inspected. All necessary repairs, replacements, and services
have been performed to insure that the system operates properly in the following
aspects:
1. All electrical circuitry and all components function properly.
2. Refrigerant charge is correct.
3. Evaporator and condenser coils are clean.
4. Belts are in good condition and all new filters installed.
5. All bearings are in good order and properly greased.
6. All wiring is in order and properly secured.
7. All access panels are in place.
8. All air diffusers include operational dampering devices.
9. All oil-heating appliances are clean and properly adjusted.
10. Components requiring clear and unobstructed condition for
proper operation are in order.
11. All safety devices are operational.
12. Thermostats are operational, calibrated, and in proper
condition.
NAME OF CERTIFYING CONTRACTOR:
By: (NAME OF COMPANY
REPRESENTATIVE):
LICENSE NO.:
DATE OF CERTIFICATION:
EXHIBIT J
PERMITTED HAZARDOUS SUBSTANCES
GenVec has four classes of hazardous materials on-site.
1. Hazardous Chemicals and Hazardous Chemical Waste. GenVec uses a variety
of hazardous chemicals in fairly small quantities as demonstrated by
the attached chemical inventory. In addition, GenVec generates a
quantities of hazardous chemical wastes typical of most biotech firms,
which are shipped off-site by a licensed carrier within 180 days of
generation. The majority of the waste generated includes:
(a) Silver Stain waste consisting of glutaraldehyde, silver nitrate,
and formaldehyde
(b) Organic waste in the form of acetonitrile and trifluoroacetic acid,
(c) Mixed alcohols, and
(d) Small individual quantities of phenol, glutaraldehyde, freon,
acetonitrile, ethidium bromide, and acrylamide.
All chemicals and chemical wastes shall be handled, stored and disposed
of in strict accordance with all applicable state and Federal
regulations, including but not limited to OSHA requirements.
2. Radioactive Isotopes and Radioactive Material
GenVec uses and generates low levels of radioactive materials using the
following isotopes: 32P, 3H, 35S, 125I, and 51Cr.
All radioactive materials shall be handled, stored, and disposed of in
strict accordance with all applicable state and Federal regulations,
including but not limited to OSHA requirements.
3. Biohazards
GenVec uses biohazards such as human cell lines, wild-type and
recombinant viruses (such as adenovirus), bacteria, and others. In
addition, GenVec will be generating animal waste. All biohazards used
at GenVec will be those classified as BSL 1 or 2. No BSL 3 or BSL 4
work will be performed at or brought onto the Leased Premises.
All biohazards shall be handled, stored, and disposed of in strict
accordance with all applicable state and Federal regulations, including
but not limited to OSHA requirements.
4. Compressed Gasses
GenVec uses a variety of compressed gasses including CO2, nitrogen,
oxygen, compressed air, argon and argon mixtures.
All cylinders shall be handled, stored and disposed of in strict
accordance with all applicable state and Federal regulations, including
but not limited to OSHA requirements.
Prior to commencing its use of any of the above permitted Hazardous Substance,
GenVec will provide Landlord with its chemical hygiene plan (the "CHP") which
shall meet or exceed the OSHA general industry standards set forth in 29 CFR
1910.1450, including Appendix A thereof, and its use, handling, storage and
disposal of any approved Hazardous Substances shall be done at all times in
strict compliance with the CHP.
GENVEC
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
1-DEOXYMANNOJIRIMYCIN HARMFUL LAB 1 50 G BOTTLE
1,1,2 TRICHLORO 1,2,2 HARMFUL CHEM 5 ▇▇▇ ▇▇ ▇▇▇▇▇▇
▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,▇▇ 2 250 ML BOTTLE
2-METHYL-1-PROPANOL HARMFUL CHEM ROOM 1 250 ML BOTTLE
3-AMINO-1,2,4-TRIAZOLE TOXIC L4 1 100G
32p Gamma ATP RADIOACTIVE M5 1
32-P dCTP (1 MC) RADIOACTIVE M5 1
32P ATP RADIOACTIVE M5 1
32P UTP RADIOACTIVE M5 1
35S ATP RADIOACTIVE M5 2
35S METHIONIONE RADIOACTIVE RAD ROOM 1 500 MCI
3H THYMADINE RADIOACTIVE M5 2
5-BROMO-2-DEOXY-URIDINE POISON MAIN LAB 4
8-METHYLOXY PSORALEN POISON LAB 1 1 G CAN
ACETIC ACID, GLACIAL CORROSIVE LAB 2 2.5 L BOTTLE
ACETONE FLAMMABLE, HARMFUL Chem ▇▇▇▇ ▇ ▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ FLAMMABLE CHEM ROOM 1 4L
ACETONITRILE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ UV FLAMMABLE CHEM ROOM 19 1L BOTTLE
ACIDASE PEPTONE HARMFUL CHEM ROOM 1 250 BOTTLE
ACRIDINE ORANGE HARMFUL CHEM ROOM 1 10G BOTTLE
ACRYL BIS (ACRILIMIDE) HARMFUL, EYE IRRITATION, CHEM ROOM 8 40 G
NERVE
ACRYLAGEL HARMFUL CHEM ROOM 2 1L BOTTLE
ALCOHOL HARMFUL/FLAMMABLE ▇▇▇▇ ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ FLAMMABLE CHEM ROOM 6 4L
REAGENT
ALCOHOL, REAG HARMFUL/FLAMMABLE CHEM ROOM 2 500 ML BOTTLE
AMMONIA CHLORIDE HARMFUL CHEM ROOM 1 500 G
AMMONIUM ACETATE IRRITANT CHEM ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
AMMONIUM CHLORIDE HARMFUL CHEM ROOM 1 500G BOTTLE
AMMONIUM HYDROXIDE SEVERE HEALTH HAZARD CHEM ROOM 1 500 ML BOTTLE
AMMONIUM PERSULFATE ULTRA PURE STRONG OXIDIZING AGENT.LAB 1 100G BOTTLE
AMMONIUM SULFATE HARMFUL CHEM ROOM 1 5 KG CAN
APROTININ HARMFUL M5 REF 3 10 MG
BIOTINYLATED SDS MOLECULAR IRRITANT L5 1 1 KIT
Bis-acrylgel HARMFUL CHEM ROOM 3 450 ML BOTTLE
BISBENZIMIDE HARMFUL L5 1 25MG
BORIC ACID MODERATE HEALTH HAZARD CHEM ROOM 2 500G & 2.5 KG BOTTLE
BUTYL ALCOHOL FLAMMABLE CHEM ROOM 1 500ML & 4L BOTTLE
CADIUM CHLORIDE HIGHLY TOXIC CHEM ROOM 1 100 G BOTTLE
CALCIUM CARBONATE NUSIANCE DUST CHEM ROOM 1 500 G BOTTLE
CALCIUM CHLORIDE IRRITANT CHEM ROOM 2 2.5 KG BOTTLE
CESIUM CHLORIDE CHEM ▇▇▇▇ ▇ ▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ 25 G BOTTLE
CHLORAMPHENICOL TOXIC CHEM ROOM 1 25 G BOTTLE
CHLOROFORM POISON CHEM ROOM 4 ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ 50G & 1G BOTTLE
CHLOROTRIMETHYLSILANE CORROSIVE CHEM ROOM 1 5 G BOTTLE
CHROMIUM 51 RADIOACTIVE M5 1
CITRIC ACID ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CHEM ROOM 1 1 G BOTTLE
COOMASSIE BLUE HARMFUL CHEM ROOM 1 25 G BOTTLE
CUPROUS CHLORIDE TOXIC CHEM ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CHEM ROOM 1 L4-100 G BOX
DEOXYCHOLIC ACID HARMFUL CHEM ROOM 4 100G BOTTLE
DEOXYMANNO JIRIMYCIN HARMFUL MAIN LAB 1 BOTTLE
DEXAMETHASONE HARMFUL M4 1 100 MG BOTTLE
GENVEC
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
DEXTRAN SULFATE CHEM ROOM 1 100 G BOTTLE
DIETHANOLAMINE HARMFUL CHEM ROOM 1 500 ML BOTTLE
DIETHYL PIROCARBONATE POISON MOL BIO LAB 2 5 ML BOTTLE
(DEPC)
DIGITONIN HIGHTLY TOXIC CHEM ROOM 2 5G CANISTER
DIMETHYL FORMAMIDE TOXIC, CORROSIVE CHEM ROOM 1 1L BOTTLE
DIMETHYL SULFOXIDE HARMFUL, IRRITANT CHEM ROOM 2/1 100 ML/1L BOTTLE
DIMETHYLDIOCTADECYL- IRRITANT CHEM ▇▇▇▇ ▇ ▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇) HIGHLY TOXIC L4 1 5 G BOTTLE
DOIUM PHOSPHAGE DIBASIC IRRITANT CHEM ROOM 2 2.5 KG BOTTLE
EN'▇▇▇▇▇ FLAMMABLE CHEM ROOM 1 1L
ETHIDIUM BROMIDE TOXIC 2 1G
FERRIC SULFATE HARMFUL CHEM ROOM 1 500 ML BOTTLE
FIXER IRRITANT DARK ROOM 8 1 GAL BOTTLE
FIXER & REPLENISHER IRRITANT DARK ▇▇▇▇ ▇ ▇▇.▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, 1.3M POISON/FLAMMAGLE CHEM ROOM 8 500 ML
(PARAFIX)
FORMAMIDE HARMFUL CHEM ROOM 3 ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇-▇▇▇ ML
FORMIC ACID HARMFUL CHEM ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ 500 G BOTTLE
(HYDROCHLORIDE)
GUANIDINE THIOCYINATE IRRITANT CHEM ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇ BUFFER SOLUTION IRRITANT CHEM ROOM 4 250 G BOTTLE
HYDROCHLORIC ACID POISON, CORROSIVE CHEM ROOMR 3 2.5 L BOTTLE
HYDROCORTISONE HARMFUL, IRREVERSIBLE CHEM ROOM 1 5 G BOTTLE
EFFECTS,
HYDROXYLAMINE CORROSIVE ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CHEM ROOM 1 500 G BOTTLE
Hygromycin B Hydrochloride POISON M5 1 50 MG BOTTLE
IGEPAL CA-630 HARMFUL 1 100ML
IMIDAZOLE CORROSIVE CHEM ROOM 1 100 G BOTTLE
ISOPENTYL ALCOHOL COMBUSTIBLE/HARMFUL CHEM ▇▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
ISOPROPYL ALCOHOL FLAMMABLE, AFFECTS ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇ ▇▇-▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇
ISOPROPYL ALCOHOL COMBUSTIBLE/HARMFUL CHEM ROOM 3 4 L BOTTLE
LAURYL SULFATE HARMFUL CHEM ROOM 1 250 ML BOTTLE
LEUPEPIN HARMFUL M5 3 5 MG CANISTERS
LITHIUM ACETATE HARMFUL CHEM ROOM 1 250 G BOTTLE
LITHIUM CHLORIDE HARMFUL CHEM ROOM 3 500 G BOTTLE
M-CRESOL CHEM ROOM 1 CANISTER
MAGNESIUM ACETATE HARMFUL CHEM ROOM 1 250 BOTTLE
MAGNESIUM CHLORIDE (M) HARMFUL CHEM ROOM 1 2.5 KG BOTTLE
#7791
MANGANESE CHLORIDE HARMFUL ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ SULFATE HARMFUL CHEM ROOM 1 500 G BOTTLE
MES HARMFUL CHEM ROOM 1 25 G BOTTLE & 500 G BOTTLE
METHANOL POISON, FLAMMABLE CHEM ROOM 5 4 L BOTTLE
METHANOL POISON, FLAMMABLE CHEM ROOM 5 4L BOTTLE
METHIONINE COMBUSTIBLE DUST CHEM ROOM 1 100G BOTTLE
[METHYL-3H] THYMIDINE RADIOACTIVE M4 3 5ML
MONENSIN SODIUM POISON L5 1 500 MG BOTTLE
MONOETHANOLAMINE FLAMMABLE/CHEMICAL CHEM ROOM 1 500ML BOTTLE
MOPS IRRITANT ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇ TOXIC CHEM ROOM 1 500 MG BOTTLE
N-(1-NAPHTHYL) IRRITANT MOL BIO 1 25 G BOTTLE
ETHYLENDIAMINE
N,N-DIMETHYL FORMAMIDE POISON CHEM ROOM 2 100 ML BOTTLE
N-ACETYL LACTOSE AMINE POISON L4 1 25 MG BOTTLE
N-BUTYL ALCOHOL FLAMMABLE CHEM ▇▇▇▇ ▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇-▇▇▇▇▇▇▇▇▇▇▇▇ PROPIONATE RADIOACTIVE L4 1 1ML
NICKEL SULFATE AR HARMFUL CHEM ROOM 1 125 G BOTTLE
NONIDATE IRRITANT CHEM ROOM 2 100 ML BOTTLE
OKADAIC ACID TOXIC L5 1 25KG
GENVEC
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
PARAFORMALDEHYDE HARMFUL CHEM ROOM 1 500G BOTTLE
PHENOL POISON, CAUSTIC, ANALGESIC M4 4 500 G BOTTLE
PHENYL HARMFUL CHEM ROOM 1 500 GRAM BOTTLE; 100 G
PHOSPHATASE CORROSIVE CHEM ROOM 1
PHOSPHORIC ACID, CORROSIVE CHEM ROOM, 1 2.5 KG BOTTLE
ACS REAGENT
PIPES IRRITANT CHEM ROOM 2 100G BOTTLE
POLYOXYETHYLENE SORBITAN HARMFUL 1 100ML
POLYVINYL-POLYPYRROLIDONE HARMFUL CHEM ROOM 1 250 ML BOTTLE
PONCEAU S IRRITANT CHEM ROOM, 1 1 LITER BOTTLE
POSTASSIUM HYDROCHLORIDE HARMFUL CHEM ROOM 1 2.5 KG BOTTLE
POTASSIUM ACETATE IRRITANT CHEMROOM, 3 2.5 KG BOTTLE
(CRYSTALS)
POTASSIUM BICARBONATE IRRITANT CHEM ROOM 1 250 BOTTLE
POTASSIUM CHLORIDE HARMFUL CHEM ROOM 1 2.5 KG BOTTLE
POTASSIUM FERROCYANIDE IRRITANT CHEM ROOM 2 500 G BOTTLE
POTASSIUM FERRYANIDE IRRITANT CHEM ROOM 1 500 G BOTTLE
POTASSIUM HYDROXIDE POISON CHEM ROOM 1 2.5KG
PELLETS
PROMIX 35S RADIOACTIVE RI ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ 1 LITER BOTTLE
PROPANOL HARMFUL CHEM ROOM 4 4 LITER BOTTLE
PROPIDIUM IODIDE POISON M5 1 10 MG BOTTLE
PROTEASE HARMFUL L4 1 250 MG BOTTLE
PROTOGEL HARMFUL CHEM ROOM 4 1L BOTTLE
PUROMYCIN TOXIC L5 1 10MG
REDIVUE RADIOACTIVE M4 4 500 microL
RUBIDIUM CHLORIDE IRRITANT CHEM ROOM 5 100G BOTTLE
SEC-Butanol Highly Flammable CHEM ROOM 1 1 LITER BOTTLE
SILVER NITRATE POISON/CORROSIVE LAB 1 30 G BOTTLE
SODIUM ACETATE TRIHYDRATE IRRITANT CHEM ROOM 2 2.5 KG BOTTLE
GENVEC
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
SODIUM AZIDE POISON CHEM ROOM 1 500 G BOTTLE
SODIUM BICARBONATE MODERATE HAZARD CHEM ROOM 2 1LB & 2.5 KG BOTTLE
SODIUM BORATE HARMFUL CHEMROOM 2 2.5 KG BOTTLE
SODIUM CARBONATE IRRITANT CHEM ROOM 1 500 G BOTTLE
SODIUM CHLORIDE IRRITANT CHEM ROOM 2 5 KG BOTTLE
SODIUM CITRATE CONTACT HAZARD CHEM ROOM R 1 500 G BOTTLE
SODIUM DODECYL SULFATE IRRITANT CHEM ROOM 1 500 G BOTTLE
(SDS)
SODIUM FLUORIDE POISON CHEM ROOM 1 100G BOTTLE
SODIUM HYDROXIDE POISON CHEM ROOM 5 2.5 KG BOTTLE
SODIUM M-ARSINITE TOXIC CHEM ROOM 1 100G BOTTLE
SODIUM ORTHOVANDATE HARMFUL LAB 2 50 G BOTTLE
SODIUM PHOSPHATE DIBASIC IRRITANT CHEMROOM
SODIUM PHOSPHATE MONOBASIC IRRITANT CHEM ROOM 2 2.5 KG BOTTLE
SODIUM PYROPHOSPHATE CHEM ROOM 1 500G BOTTLE
SODIUM SALICYLATE IRRITANT CHEM ROOM 1 2.5 KG BOTTLE
SODIUM SULFITE IRRITANT CHEM ROOM 2 500 G BOTTLE
SODIUM THIOSULFATE IRRITANT CHEM ROOM 1 500 G BOTTLE
SPERMIDINE IRRITANT L5 1 5 G BOTTLE
SULFANILAMIDE HARMFUL MOL. BIO LAB 1 100 G BOTTLE
SULFURIC ACID POISON CHEM ROOM 1 2.5 L BOTTLE
TEMED HIGHLY FLAMMABLE, CHEM 2/1 100 ML BOTTLE/25 ML BOTTLE
CORROSIVE
TERT-BUTANOL ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ TOXIC CHEMIROOM 1 25G BOTTLE
TRICHLORO TRIFLOUROETHANE HARMFUL CHEM ROOM 13 500ML BOTTLE
TRICHLOROACETIC ACID CORROSIVE CHEMROOM 8 500 G BOTTLE
TRIETHANOLAMINE IRRITANT CHEM ROOM 1 250 G BOTTLE
TRIFLUOROACETIC ACID HARMFUL CHEM ROOM 2 450 ML BOTTLE
TRIS MODERATE HEALTH HAZARD CHEM ▇▇▇▇ ▇/▇ ▇ ▇▇ ▇▇▇▇/▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
CHEMICAL INVENTORY
GENVEC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMON NAME HAZARD LOCATION QUANTITY CONTAINER SIZE/TYPE
----------- ------ -------- -------- -------------------
TRIS HYDROCHLORIDE HARMFUL CHEM ▇▇▇▇ ▇ ▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇-▇▇▇ MODERATE HEALTH HAZARD CHEM ROOM 1 100 ML BOTTLE
TRYPSIN HARMFUL L5 1 1G
TWEEN 20 IRRITANT CHEM ROOM 2 500 ML BOTTLE
TWEEN-80 CARCINOGEN CHEM ROOM 1 100 ML BOTTLE
ZINC CHLORIDE TOXIC/CORROSIVE CHEM ROOM 1 100G BOTTLE
ZINC SULFATE IRRITANT CHEM ROOM 12 100G BOTTLE