EXHIBITS FOR S-1 REGISTRATION STATEMENT
OF METRO INFORMATION SERVICES, INC.
EXHIBIT 10.16 LEASE DATED SEPTEMBER 19, 1996 BY AND BETWEEN TIDEWATER PARTNERS
LIMITED PARTNERSHIP AND REGISTRANT FOR PREMISES LOCATED AT ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
OFFICE LEASE AGREEMENT
by and between
TIDEWATER PARTNERS LIMITED PARTNERSHIP
and
METRO INFORMATION SERVICES
TABLE OF CONTENTS
1. TERM, PREMISES
1.1 Term, Possession of Premises, Delayed Delivery
1.2 Acceptance of Premises
1.3 Premises
2. RENT; DEPOSITS
2.1 Rent; When Due; Where Paid
2.2 Deposit
2.3 Additional Rent
2.4 Payment of Additional Rent
2.5 Pro-Rata Definition
2.6 Rent Escalation
3. USE; RESTRICTION ON USE; BUILDING
REGULATIONS; QUIET ENJOYMENT; SERVICES
BY LANDLORD
3.1 Use
3.2 Building Rules and Regulations
3.3 Quiet Enjoyment
3.4 Services by Landlord; Times and Level Furnished
4. ASSIGNMENT; SUBLET; RECAPTURE OF PREMISES;
MORTGAGE BY LANDLORD; SUBORDINATION;
ATTORNMENT; ESTOPPEL CERTIFICATE; NOTICE
TO MORTGAGEE; SALE BY LANDLORD
4.1 Assignment; Sublet
4.2 Corporate Transfer
4.3 Recapture of Premises
4.4 Mortgage by Landlord
4.5 Subordination
4.6 Attornment
4.7 Estoppel Certificate
4.8 Sale by Landlord
5. MAINTENANCE AND REPAIRS; RIGHT OF ENTRY;
ALTERATIONS; LIENS; SIGNS
5.1 Maintenance and Repairs by Tenant
5.2 Landlord's Right of Entry
5.3 Maintenance by Landlord
5.4 Alterations by Tenant
5.5 Alterations by Landlord
5.6 Liens
5.7 Signs
6. INSURANCE, INDEMNITY, SUBORDINATION
6.1 Insurance by Landlord
6.2 Insurance by Tenant
6.3 Insurance Rating
6.4 Indemnity
6.5 Waiver of Subrogation
7. DAMAGE AND DESTRUCTION
7.1 Damage Caused by Tenant
7.2 Damage Not Caused by Tenant
7.3 Delay Beyond Landlord's Control
8. CONDEMNATION
8.1 Condemnation; Award; Termination
TABLE OF CONTENTS
Continued
9. SURRENDER OF PREMISES
9.1 Surrender at Expiration
9.2 Removal of Property
10. HOLDING OVER
10.1 Holding Over
11. DEFAULT; REMEDIES
11.1 Defaults by Tenant
11.2 Remedies of Landlord
11.3 Default by Landlord and Remedies of Tenant
11.4 Limitation of Landlord's Liability
11.5 Non-Waiver of Defaults
12. MISCELLANEOUS PROVISIONS
12.1 Waiver
12.2 Consent Not Unreasonably Withheld
12.3 Attorney's Fees
12.4 Designated Parties
12.5 Successors
12.6 Relationship of Parties
12.7 Severability
12.8 Gender
12.9 Building Name
12.10 Brokerage Commissions
12.11 Corporate Authority
12.12 Common and Parking Areas
12.13 Recording
12.14 Notices
12.15 Joint and Several Liability
12.16 Entire Agreement; Captions
ADDENDUM
EXHIBITS
Exhibit A - Rules & Regulations
Exhibit B - Suite Layout
Exhibit C - Acceptance Letter
OFFICE LEASE AGREEMENT
by and between
TIDEWATER PARTNERS LIMITED PARTNERSHIP
and
METRO INFORMATION SERVICES
AUGUST 26, 1996
1. TERM; ACCEPTANCE OF PREMISES; PREMISES
1.1 TERM; POSSESSION OF PREMISES; DELAYED DELIVERY. The term of this
Lease shall commence on the "Commencement Date" (as defined below) and shall
end on 11/30/2001 (the "Expiration Date"). Commencement Date is the date
Landlord delivers possession of the Premises to Tenant, which shall not be
later than 12/01/96. Written notice from Landlord to Tenant that the
Premises are available as of a specified date shall constitute delivery of
possession of the Premises as of that date. The Premises shall be deemed
ready for possession upon the completion of all standard tenant finish out
items. Completion of tenant upgrades, custom finish out items or punch list
items shall not be required in order for the Premises to be deemed ready for
occupancy. If possession is not delivered to Tenant by 12/01/96 and the
cause for delay is not the fault of Tenant or its agents, the Commencement
Date shall be extended to the date possession is delivered to Tenant and the
Expiration Date shall be extended a like number of days as the delay period.
The Lease shall not be void or voidable nor shall Landlord be liable to
Tenant for any loss or damage due to the delay. If the cause for the delay
is the fault of Tenant or its agents, the delay shall not affect the
Commencement Date and Tenant shall begin paying rent on that date unless
otherwise provided by Landlord.
1.2 ACCEPTANCE OF PREMISES. Occupying all or any portion of the
Premises by Tenant shall be conclusive that the Premises are in satisfactory
condition and acceptable to Tenant subject only to latent defects and
deficiencies listed in writing by ▇▇▇▇▇▇ and delivered to Landlord within ten
(10) days after ▇▇▇▇▇▇'s initial occupancy. The Tenant shall execute and
deliver to Landlord the Acceptance Letter contained in Exhibit C within ten
(10) days after ▇▇▇▇▇▇'s occupancy.
1.3 PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises designated as Suite 300 in the Building known as
REFLECTIONS II located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇. The Premises are located on the THIRD floor of the Building and
consist of certain office space representing approximately 19,229 square feet
of Rentable Area. The Rentable Area of the Premises represents 26% of the
Building's Rentable Area.
The term "Rentable Area" shall have the meaning set forth in "Standard
Method for Measuring Floor Area in Office Buildings", Building Owners and
Managers Association International, American National Standard, approved July
31, 1980.
2. RENT; DEPOSITS
2.1 RENT WHEN DUE; WHERE PAID. All monies payable by Tenant to Landlord
under this Lease shall be deemed to be rent. Beginning on the Commencement
Date, rent shall be paid to Landlord in advance, in monthly installments on
the first day of each calendar month, during the entire term of this Lease,
without deduction, set-off or counterclaim, in lawful money of the United
States at the address of Landlord as set forth in this Lease, or to such
other person or entity or to such other address as Landlord may designate in
writing. Tenant's obligation to pay all rent due under this Lease shall
survive the expiration or earlier termination of this Lease. Should
Commencement Date be on a day other than the first day of the month or
terminate on a day other than the last day of the month, the rent for such
partial month shall be pro-rated based on a 365-day year and shall be paid on
Commencement Date.
2.1.1 BASIC RENT. ▇▇▇▇▇▇ agrees to pay to Landlord a Basic Rent
of $24,837.46 per month ($298,049.50 per year), adjusted annually as provided
in Section 2.6.
2.1.2 INTEREST RATE ON DELINQUENCIES. If Tenant shall fail to
pay any monthly installment of Basic Rent or any Additional Rent or other
charges when due, such unpaid amounts shall bear interest at the rate of the
lesser of 15% per annum or the highest lawful rate under applicable law from
the due date until paid. Tenant shall at the time the late payment is made
pay such interest plus a penalty equal to 5% of the amount of delinquent
rent. This provision shall not be construed to adjust, alter or modify the
date when monthly installments of rent are due, nor shall the payment of any
interest required by this Section be deemed to cure or excuse any default by
Tenant under this Lease.
2.2 DEPOSITS. Tenant, concurrently with the execution of this Lease,
has deposited with Landlord the amounts described in sections 2.2.1 and 2.2.2
below.
2.2.1 GOOD FAITH DEPOSIT. Tenant has deposited with Landlord a
Good Faith Deposit in the amount of $24,837.46 to be held by Landlord without
interest, and which shall be applied to the first payment of the Basic Rent
as defined in Section 2.1.1. Should Tenant fail, for any reason, to enter
into occupancy of the Premises when possession of same have been delivered by
Landlord, the Good Faith Deposit shall be forfeited by Tenant without
prejudice to any other remedy under law the Landlord may have.
2.2.2 SECURITY DEPOSIT. INTENTIONALLY DELETED
2.3 ADDITIONAL RENT. Tenant shall pay, monthly, as Additional Rent any
money required to be paid pursuant to Sections 2.3.1, 2.3.2 and 2.4
designated "Additional Rent" and all other sums of money or charges required
to be paid by Tenant under this Lease, whether or not the same be designated
Additional Rent.
2.3.1 ADDITIONAL RENT - OPERATING COSTS. INTENTIONALLY DELETED
2.3.2 ADDITIONAL RENT - PROPERTY TAXES. Tenant shall pay its
pro-rata share of all Property Taxes in excess of $70,728.96 ($.96 per square
foot of Rentable Area) in any calendar year levied and assessed upon the
Building and the land upon which the Building
is situated. Property Taxes shall include any taxes and assessments which
may hereafter be substituted for real estate taxes by the applicable taxing
authorities, including general and special impositions on the Building and
grounds and any taxes on rent or rental income imposed in lieu of or in
addition to real estate taxes. Tenants pro rata share shall be adjusted to
reflect the actual period of occupancy during the calendar year. In
addition, Tenant shall be liable for all taxes levied or assessed against
personal property, furniture, or fixtures placed by or on behalf of Tenant in
the Premises.
2.4 PAYMENT OF ADDITIONAL RENT. Prior to January 1 of each calendar
year Landlord may make a reasonable estimate of ▇▇▇▇▇▇'s pro-rata share of
excess <#>operating costs and property taxes for the calendar year, and
this amount shall be divided into twelve (12) equal monthly installments.
Tenant shall pay to Landlord as Additional Rent, concurrently with the
regular monthly rent payment, an amount equal to one (1) monthly installment
until the next calendar year's estimate is rendered. In addition, Landlord
shall endeavor to give to Tenant by March 31 of each year a statement of the
increase in rent payable by Tenant pursuant to Section 2.3 relative to the
immediately preceding calendar year, but failure by Landlord to give such a
statement shall not constitute a waiver by Landlord of its right to require
Additional Rent. Upon receipt of such statement applicable to the first
calendar year, Tenant shall pay in full the total amount of any rental
increase due for the first calendar year. If, according to this statement,
▇▇▇▇▇▇'s Pro Rata Share of such costs exceeds Tenant's payments made pursuant
to Sections 2.3 and 2.4, Tenant shall pay Landlord the deficiency within ten
(10) days after the date of such statement. If said payments exceed ▇▇▇▇▇▇'s
Pro Rata Share of excess <#>operating costs and property taxes, Tenant
shall be entitled to offset the excess against the next payments thereafter
to become due Landlord pursuant to this Section. When the final
determination is made of Tenant's pro-rata share of excess <#>operating costs
and property taxes for the year in which this Lease terminates and Tenant
vacates the Premises, Tenant shall immediately pay any increase due over the
excess costs already paid and conversely any overpayment made in the event
said costs are lower than previously estimated shall be immediately rebated
by Landlord to Tenant. Termination of the Lease shall not impair the
Tenant's obligation to pay any Additional Rent owed to Landlord.
2.5 PRO-RATA DEFINITION. The term "Tenant's Pro-Rata Share" is defined
as the ratio of the Rentable Area of the Premises to the total Rentable Area
of the Building. The percentage is shown in Section 1.3.
2.6 RENT ESCALATION. The Basic Rent to be paid monthly to Landlord by
Tenant shall be increased annually on the anniversary of this Lease each year
by THREE PERCENT (3%).
3. USE; RESTRICTIONS ON USE; BUILDING REGULATIONS; QUIET-ENJOYMENT; SERVICES
BY LANDLORD.
3.1 USE. Premises shall be used for GENERAL OFFICE USE and for no other
purpose. Tenant shall, at Tenant's expense, comply with all laws, rules,
regulations, requirements, and ordinances enacted or imposed by any
governmental unit having jurisdiction over the Building, Premises, Landlord
or Tenant.
3.2 BUILDING RULES AND REGULATIONS. Tenant shall obey all rules and
regulations (including restrictions) of the Building as imposed by Landlord
and set forth in Exhibit A and incorporated as a part of this Lease.
Landlord shall have the right to make changes or additions to such rules and
regulations provided such changes or additions, except those affecting the
safety and operation of the Building or Premises, do not unreasonably affect
Tenant's use of the Premises. Landlord shall not be liable for failure of
any tenant to obey such rules and regulations. Failure by Landlord to
enforce any current or subsequent rules or regulations against any tenant of
the Building shall not constitute a waiver thereof.
3.3 QUIET ENJOYMENT. ▇▇▇▇▇▇▇▇ agrees that, subject to terms, covenants
and conditions of this Lease, Tenant may, upon observing and complying with
all terms, covenants and conditions of this Lease, peaceably and quietly
occupy the Premises.
3.4 SERVICES BY LANDLORD; TIMES AND LEVEL FURNISHED. Landlord shall
furnish Tenant those services hereafter described. Janitorial service and
refuse removal shall be furnished after normal business hours. All other
services shall be furnished during the hours of <#>8:00 7:30 a.m. to <#>
6:00 7:30 p.m. on weekdays and 9:00 a.m. to 12:00 p.m. on Saturdays
(except all holidays). If, upon request of Tenant, its agents or employees,
such services are provided to Premises on Saturdays, Sundays, holidays or
times other than specified, or are of a level in excess of those described,
Tenant shall reimburse Landlord for the cost of those services provided based
upon ▇▇▇▇▇▇▇▇'s schedule of rates in effect at the time such services are
furnished. If any services to be provided are suspended or interrupted by
strikes, repairs, alterations, orders from any governmental authority or any
cause beyond Landlord's reasonable control, Landlord shall not be liable for
any costs or damages incurred by Tenant. Suspension or interruption shall not
result in any abatement of rent, be deemed an eviction or relieve Tenant of
performance of Tenant's obligations under this Lease.
3.4.1 SERVICES PROVIDED. Landlord will furnish the Premises,
without additional charge (except as provided in Sections 2.3 and 2.4),
subject to all the provisions of 3.4 above, janitorial service in accordance
with standards determined by Landlord and the terms of this Lease unless such
service is separately metered or contracted by Tenant. Landlord shall
provide all necessary utility services other than those separately metered;
refuse removal; replacing of light bulbs for standard fixtures; heating,
ventilating and air conditioning; lighting; and electric power for general
and customary lighting and small business machines such as electric
typewriters, small calculators, copying machines and personal computers but
excluding mainframe or multi-station computers. Tenant shall pay for any
extra electric energy used
because of Tenant's particular equipment requirements.
4. ASSIGNMENT; SUBLET; RECAPTURE OF PREMISES; MORTGAGE BY LANDLORD;
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATE; NOTICE TO MORTGAGEE; SALE
BY LANDLORD.
4.1 ASSIGNMENT; SUBLET. Tenant shall not assign, pledge, grant a
security interest in or mortgage this Lease, or sublet all or any portion of
the Premises without Landlord's prior written consent, which, if consented to
by Landlord, shall be in a form acceptable to Landlord. No assignment,
mortgaging or subletting, if consented to by Landlord, shall relieve Tenant
of its obligations under this Lease. Consent by Landlord shall not operate
as a waiver of the necessity for consent to any subsequent assignment,
mortgaging or subletting and the terms of such consent shall be binding upon
the assignee, mortgagee or subtenant. Tenant hereby irrevocably assigns, for
purposes of collateral, the rent of any and all assignees and sublessees and,
upon instruction from Landlord, shall notify any assignee or sublessee to
make such payments directly to Landlord. For convenience purposes, the
Landlord may, at his option, make arrangements to collect the rent directly
from the assignee or subtenant. Additionally, if the Tenant does sublet
Premises, in whole or in part, then it is hereby mutually agreed that
Landlord shall have the right to 75% of any additional rental income which is
the result of such sublease. For purposes of this section, "Additional
Rental Income" is defined as the difference between all rent paid by
subtenant and all rent owed by ▇▇▇▇▇▇ to Landlord hereunder. Tenant shall
submit periodic reports to Landlord computing any subrental payments due to
Landlord and enclosing the payments.
4.2 CORPORATE TRANSFER. Any transfer of this Lease by merger,
consolidation or liquidation, or any change in the ownership of or power to
vote the majority of Tenant's outstanding voting stock, shall constitute an
assignment whether the result of a single or series of transactions. Unless
Tenant's stock is listed on a recognized security exchange or if less than
eighty percent (80%) of its stock is owned by a corporation whose stock is
listed on a recognized security exchange, an assignment forbidden under this
Lease shall include one or more sales or transfers, by operation of law or
otherwise, or creation of new stock, by which an aggregate of more than fifty
percent (50%) of Tenant's stock shall be vested in a party or parties who are
non-stockholders as of the Commencement Date of this Lease.
4.3 RECAPTURE OF PREMISES. ▇▇▇▇▇▇'s request for ▇▇▇▇▇▇▇▇'s consent to
the assigning this Lease or subletting all or any part of the Premises shall
contain an offer to Landlord to recapture, at the then square foot rental
rate or the rental Tenant proposes to obtain, whichever is lower, all or such
part of the Premises which Tenant proposes to assign or sublet. Upon receipt
of such offer, Landlord shall have the option, to be exercised within sixty
(60) days following receipt, to accept the Tenant's offer to permit Landlord
to recapture. If accepted, ▇▇▇▇▇▇ shall execute an assignment of the Lease
or a sublease to Landlord in a form acceptable to Landlord, with Landlord
having the right to sublease or subrent to others. In such event, Tenant
shall not be relieved of its liability under this Lease. If Landlord
exercises its option to recapture and the assignment or sublease from Tenant
provides for a rental rate equal to the rental rate in effect as of the date
the option is exercised, Tenant shall be released of all further liability
under this Lease, as of the effective date of the assignment or sublease,
with respect to that portion of the Premises subject to the assignment or
sublease.
4.4 MORTGAGE BY LANDLORD. Landlord shall have the right to transfer,
assign, pledge, grant a security interest in, mortgage or convey in whole or
in part the Building and any and all of its rights under this Lease, and
nothing herein shall be construed as a restriction upon ▇▇▇▇▇▇▇▇'s so doing.
4.5 SUBORDINATION. This Lease is and shall be subject and subordinate
in all respects to any and all mortgages, deeds of trust and ground leases
now or hereafter placed on the Building or the land upon which the Building
is situated, and to all renewals, modifications, consolidations, replacements
and extensions thereof.
4.6 ATTORNMENT. If the interest of ▇▇▇▇▇▇▇▇ is transferred to any
person or entity by reason of foreclosure or other proceedings for
enforcement of any mortgage, deed of trust or security interest or by
delivery of a deed in lieu of foreclosure or other proceedings, or by reason
of sale, assignment or other transfer of Landlord's interest in the Building,
Tenant shall immediately and automatically attorn to such person or entity.
In event of such transfer, this Lease and ▇▇▇▇▇▇'s rights hereunder shall
continue undisturbed so long as Tenant is not in default. Tenant shall, at
▇▇▇▇▇▇▇▇'s request, execute an agreement providing for subordination of the
Lease. Tenant agrees that the termination of any ground lease shall not
result in termination of this Lease.
4.7 ESTOPPEL CERTIFICATE. Tenant agrees, at any time and from time to
time, upon not less than ten (10) days prior written notice by ▇▇▇▇▇▇▇▇, to
execute, acknowledge and deliver to Landlord or any person designated by
Landlord, a statement in writing (i) certifying that this Lease is unmodified
and in full force and effect, or, if there have been modifications specifying
the same; (ii) certifying that ▇▇▇▇▇▇ has accepted possession of the
Premises, and that any improvements required by the terms of this Lease to be
made by the Landlord have been completed to the satisfaction of the Tenant
or, if not, describing such unsatisfactory improvements; (iii) stating that
no rent under this Lease has been paid more than thirty (30) days in advance
of its due date; (iv) stating the address to which notices to Tenant should
be sent; (v) certifying that Tenant, as of the date of any such
certification, has no charge, lien or claim of set-off under this Lease, or
otherwise, against rents or other charges due or to become due hereunder;
(vi) stating whether or not, to the best of Tenant's knowledge, Landlord is
in default in the performance of any covenant, agreement or condition
contained in this Lease, and, if so, specifying each such default of which
Tenant may have knowledge; and (vii) containing any other statement as
Landlord may reasonably request. Any such
statement delivered pursuant to this Section may be relied upon by any owner
of the Building, any prospective purchaser of the Building, any mortgagee or
prospective mortgagee of the Building or of Landlord's interest, or any
prospective assignee of any such mortgagee.
4.8 SALE BY LANDLORD. In the event Landlord transfers its interest in
the Building, Landlord shall thereby be released from any further obligation
hereunder, and ▇▇▇▇▇▇ agrees to look solely to the successor in interest of
the Landlord for the performance of such obligations.
5. MAINTENANCE AND REPAIRS; RIGHT OF ENTRY; ALTERATIONS; LIENS; SIGNS.
5.1 MAINTENANCE AND REPAIRS BY TENANT. Tenant shall maintain the
Premises and any alterations and additions to the Premises in good condition.
Tenant shall repair or replace any damage or injury to the Premises or the
Building caused by Tenant, its agents, employees or invitees. All
maintenance and repairs made by Tenant shall be performed only by licensed
contractors approved by Landlord. Tenant shall require its contractor to
comply with Landlord's regulations and any other reasonable requirements
regarding all work to be performed.
5.1.1 LANDLORD'S RIGHT TO MAINTAIN OR REPAIR. If, within ten
days following occurrence, Tenant fails to repair or replace any damage to
the Premises or Building caused by Tenant, its agents, employees or invitees,
Landlord may, at its option, cause all required maintenance, repairs or
replacements to be made. Tenant shall promptly pay Landlord all costs
incurred in connection therewith plus interest thereon at the rate of the
lesser of 15% per annum or the highest lawful rate under applicable law from
the due date until paid.
5.2 LANDLORD'S RIGHT OF ENTRY. Landlord, its agents, contractors or
employees shall have the right to enter the Premises at reasonable hours to
make inspections, alterations, or repairs to the Building or the Premises and
to show the Premises to prospective purchasers or tenants. In event of
emergency Landlord, its agents, contractors or employees shall have the right
of entry at any time and may perform any acts related to safety, protection,
preservation or improvement of the Building or the Premises. Except for
repair of casualty damage as provided in Section 7.2, Tenant shall not be
entitled to any abatement or reduction of rent because of work performed
within the Building or Premises by Landlord.
5.3 MAINTENANCE BY LANDLORD. Landlord shall maintain all public or
common areas located in the Building.
5.4 ALTERATIONS BY TENANT. Tenant shall make no changes, additions,
alterations or improvements to the Premises without the prior written consent
of Landlord and subject to all
rules, requirements and conditions imposed by ▇▇▇▇▇▇▇▇ at the time such
consent is given. Landlord shall have the right to withhold its consent and
condition the same upon provision by Tenant of adequate security.
5.5 ALTERATIONS BY LANDLORD. Landlord may make repairs, changes or
additions to the structure, systems, facilities and equipment in the Premises
where necessary to serve the Premises or the Building. Landlord may also
make changes, alterations or additions to any part of the Building not
forming part of the Premises and change the location of public areas of the
Building.
5.6 LIENS. If, because of any act or omission of Tenant or any person
claiming by, through, or under Tenant, any mechanic's lien or other lien
shall be filed against the Premises or the Building or against other property
of Landlord (whether or not such lien is valid or enforceable as such),
Tenant shall, at its own expense, cause the same to be discharged of record
within thirty-five (35) days after the date of filing thereof, and shall also
indemnify Landlord and hold it harmless from any and all claims, losses,
damages, judgments, settlements, costs and expenses, including attorneys'
fees, resulting therefrom or by reason thereof. Landlord may, but shall not
be obligated to, pay or post security for the claim upon which such lien is
based so as to have such lien released of record; and, if Landlord does so,
then Tenant shall pay to Landlord, as Additional Rent, upon demand, the
amount of such claim or security, plus all other costs and expenses incurred
in connection therewith, plus interest thereon at the rate of the lesser of
fifteen percent (15%) per annum or the highest lawful rate under applicable
law until paid.
5.7 SIGNS. Tenant shall not inscribe any inscription or post, place or
in any manner display any sign, notice, picture, placard, poster or
advertising matter anywhere in or about the Building or Premises at places
visible (either directly or indirectly as an outline or shadow on a glass
pane) from anywhere outside the Premises without the Landlord's prior written
consent. Upon expiration or sooner termination of this Lease, Tenant shall
remove all such signs or advertising consented to by Landlord and shall
repair any damage caused by such removal. (EXTERIOR SIGNAGE - SEE ADDENDUM)
6. INSURANCE, INDEMNITY, SUBROGATION.
6.1 INSURANCE BY LANDLORD. Landlord may maintain insurance for those
perils and in amounts which would be considered prudent for similar income
type property situated in the general area of the Building or which is
required by any mortgagee or creditor of Landlord.
6.2 INSURANCE BY TENANT.
6.2.1 TENANT'S LIABILITY INSURANCE. Tenant shall at all times
during the term hereof and at its cost and expense, for the mutual benefit of
Landlord and Tenant, purchase and maintain with an insurance company,
comprehensive general liability insurance coverage in an adequate amount, as
determined by Landlord's insurance broker or adviser, but not less than One
Million Dollars ($1,000,000.00) combined single limit of coverage for
personal injury, death and property damage. The insurance carrier shall be
satisfactory to Owner and licensed in the state in which the Premises are
located. The insurance carrier shall at all times during the term of this
Lease have a policyholder's rating of not less than "A+/7" in the most
current edition of Best's Insurance Reports. The comprehensive general
liability policy shall also include contractual coverage of Tenant's
obligations under Section 6.4 below. In no event shall the limits of such
policy be considered as limiting the liability of Tenant under this Lease.
Tenant shall deliver to Landlord with evidence of such insurance prior to
occupancy evidencing the obligation of the insurer to provide Landlord with
not less than thirty (30) days written notice prior to any reduction or
cancellation of such insurance. Any insurance required of Tenant under this
Lease may be furnished by Tenant under a blanket policy carried by it. Such
blanket policy shall contain an endorsement that names Owner as an additional
insured, references the Premises, and guarantees a minimum limit available
for the Premises equal to the insurance amounts required in this Lease. Each
policy evidencing the insurance to be carried by Tenant under this Lease
shall contain a clause that such policy and the coverage evidenced thereby
shall be primary with respect to any policies carried by Owner, and that any
coverage carried by Owner shall be excess insurance.
6.2.2 TENANT'S PROPERTY INSURANCE. Tenant shall at its own expense
maintain in full force and effect on all of its inventory, furnishings,
fixtures and equipment in the Premises, a policy or policies of fire and
extended coverage insurance with vandalism and malicious mischief
endorsements to the extent of at least eighty percent (80%) of their
insurable actual cash value, providing that deductible amounts under such
policy or policies of insurance shall be used for the repair or replacement
of the fixtures and equipment so insured. Landlord will sign all documents
necessary or proper in connection with the settlement of any claims or loss
by ▇▇▇▇▇▇. Landlord will not carry insurance on Tenant's possessions, nor on
any leasehold improvements made by Tenant.
6.2.3 CONAMING OF LANDLORD AND LANDLORD'S MANAGING AGENT. The
insurance policy or policies for the insurance required in Sections 6.2.1 and
6.2.2 above shall name Landlord and Landlord's Managing Agent as additional
insureds and shall provide that they may not be cancelled on less than thirty
(30) days prior written notice to Landlord and ▇▇▇▇▇▇▇▇'s Managing Agent.
Tenant shall furnish Landlord and ▇▇▇▇▇▇▇▇'s Managing Agent with Evidence of
Insurance evidencing all required coverage. Should Tenant fail to carry such
insurance and furnish Landlord and Landlord's Managing Agent with such
evidence of such insurance after a request to do so, Landlord and Landlord's
Managing Agent shall have the right to obtain such insurance and collect the
cost thereof from Tenant as additional rent plus
interest thereon at the rate of the lesser of 15% per annum or the highest
lawful rate under applicable law from the due date until paid.
6.3 INSURANCE RATING. Tenant will not conduct or permit to be conducted
any activity, or place any equipment in or about the Premises, which will, in
any way, increase the rate of fire insurance or other insurance on the
Building; and if any increase in the rate of fire insurance or other
insurance is stated by any insurance company or by the applicable Insurance
Rating Bureau to be due to activity or equipment in or about the Premises,
such statement shall be conclusive evidence that the increase in such rate is
due to such activity or equipment and as a result thereof, Tenant shall be
liable for such increase and shall reimburse Landlord therefor.
6.4 INDEMNITY. Tenant will indemnify and save Landlord harmless from
and against any and all claims, actions, damages, liability and expense in
connection with loss of life, personal injury and/or damage to property
arising from or out of any occurrence in, upon or at the Premises, or the
occupancy or use by Tenant of the Premises or any part thereof, or occasioned
wholly or in part by any act or omission of Tenant, its agents, contractors,
employees, servants, lessees or concessionaires, clients or customers. In
case Landlord shall, without material fault on his part, be made a party to
any litigation commenced by or against Tenant, Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorney's
fees incurred or paid by Landlord in connection with such litigation.
6.5 WAIVER OF SUBROGATION. Landlord and Tenant hereby waive, to the
extent of net proceeds collected under insurance policies, any rights each
may have against the other on account of any loss or damage occasioned to
Landlord or Tenant, as the case may be, their respective property, or the
Building.
7. DAMAGE AND DESTRUCTION.
7.1 DAMAGE CAUSED BY TENANT. In event of damage to the Premises or the
Building by fire or other causes resulting from fault or negligence of
Tenant, its agents, employees or invitees, such damage shall be promptly
reported to Landlord and shall be repaired by and at expense of Tenant under
direction and supervision of Landlord. There shall be no abatement of rent
during the period of repair.
7.2 DAMAGE NOT CAUSED BY TENANT. In the event the Building or the
Premises shall be destroyed or rendered untenantable, either in whole or in
part, by fire or other casualty not resulting from the fault or negligence of
Tenant, its agents, employees or invitees, Landlord may, at its option,
restore the Building or Premises to as near their previous condition as is
reasonably possible, and in the meantime the rent shall be abated in the same
proportion as the untenantable portion of the Premises bears to the whole
thereof; but unless Landlord, within sixty days after the happening of any
such casualty, shall notify Tenant of its election to so restore, this Lease
shall thereupon terminate and Tenant shall vacate the Premises. Such
restoration by Landlord shall not include replacement of furniture, equipment
or other items that do not become part of the Building or any improvements to
the Premises in excess of those provided for in the allowance for building
standard items as of the Commencement Date of this Lease. Restoration of the
Premises required beyond Landlord's obligation shall be performed by the
Tenant at no cost to the Landlord.
7.3 DELAY BEYOND LANDLORD'S CONTROL. Landlord shall not be penalized
for any delay in commencing or completing repairs caused by adjustment of
insurance claims, governmental requirements or any cause beyond landlord's
reasonable control.
8. CONDEMNATION.
8.1 CONDEMNATION; AWARD; TERMINATION. If the Building or Premises shall
be taken or condemned for any public purpose, or for any reason whatsoever,
to such an extent as to render either or both untenantable, either Landlord
or Tenant shall have the option to terminate this Lease effective as of the
date of taking or condemnation. If the taking or condemnation does not
render the Building and the Premises untenantable, this Lease shall continue
in effect and Landlord shall promptly restore the portion not taken to the
extent possible to the condition existing prior to the taking, but in no
event shall Landlord be required to expend any amounts in excess of the net
condemnation proceeds received by Landlord. If, as a result of such
restoration, the area of the Premises is reduced, the rent shall be reduced
proportionately. All proceeds from any taking or condemnation shall be paid
to Landlord. Tenant waives all claims against such proceeds. A voluntary
sale or conveyance in lieu of but under the threat of condemnation shall be
considered a taking or condemnation
for public purpose.
9. SURRENDER OF PREMISES.
9.1 SURRENDER AT EXPIRATION. Upon expiration or other termination of
this Lease, Tenant shall immediately surrender possession of the Premises to
Landlord in substantially the condition in which Tenant is required to
maintain the Premises except for reasonable wear and tear (and damage by fire
or casualty if not the result of fault or negligence of Tenant, its agents,
employees or invitees).
9.1.1 SUBSTITUTE PREMISES. INTENTIONALLY DELETED
9.2 REMOVAL OF PROPERTY. All alterations, additions and improvements,
other than unattached, movable furniture, furnishings or equipment made to
the Premises at the expense of Tenant, shall become a part of the Premises
and shall remain upon and be surrendered with the Premises as a part thereof.
Any unattached movable furniture, furnishings or equipment not removed by
the Tenant prior to the expiration or termination of this Lease shall become,
at Landlord's option, the property of Landlord and shall be surrendered with
the Premises as a part thereof. Upon expiration or other termination of this
Lease, Tenant (i) shall remove only such alterations, additions and
improvements (including telephone cable) as Landlord requests in writing;
(ii) shall, except for these alterations, additions and improvements not
required to be removed, restore the Premises to the same condition existing
upon delivery of possession thereto under this Lease, reasonable wear (but
not soil and grime) excepted; and (iii) shall surrender to Landlord, at the
place then fixed for payment of rent, all keys for the Premises and shall
inform Landlord of all combinations on locks, safes, and vaults, if any, in
the Premises. Tenant's obligation to observe this Section 9.2 shall survive
the expiration or other termination of this Lease.
10. HOLDING OVER.
10.1 HOLDING OVER. If Tenant shall fail to vacate the Premises upon
expiration or sooner termination of this Lease, Landlord may at any time
reenter by any applicable legal process or otherwise in accordance with the
provisions of this Lease. Any holding over shall be with ▇▇▇▇▇▇▇▇'s consent
and Tenant shall be a month-to-month Tenant and subject to all laws of the
state in which the Building is situated and to the terms and conditions of
this Lease, so far as applicable. The rent to be paid Landlord by Tenant
during such continued occupancy shall be for each month of continued
occupancy, an amount equal to one and one-<#>half QUARTER times the rent
that would otherwise be owed hereunder for the month the Lease expires or is
terminated. No receipt of money by ▇▇▇▇▇▇▇▇ from Tenant after expiration
or termination of this Lease shall reinstate or extend this Lease or affect
any prior notice given by Landlord to Tenant. If ▇▇▇▇▇▇ fails to surrender
the Premises upon the expiration of this Lease, despite demand to do so by
Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or
liability, including without limitation, any claim made by any succeeding
tenant founded on or resulting from such failure to surrender.
11. DEFAULT; REMEDIES.
11.1 DEFAULTS BY TENANT. The occurrence of any one or more of the
following events shall be a default under and breach of this Lease by Tenant:
11.1.1 FAILURE TO PAY RENT. Tenant shall fail to make any
required payment of the Basic Rent or Additional Rent or other charges within
ten (10) days after the same shall be due and payable, or any other amounts
due Landlord from Tenant including any amounts owed by Tenant for Building
Non-Standard Work within thirty (30) days after the same shall be due and
payable.
11.1.2 FAILURE TO PERFORM. Tenant shall fail to perform or
observe any term, condition, covenant or obligation required to be performed
or observed by it under this Lease for a period of thirty (30) days after
notice thereof from Landlord; provided, however, that if the term, condition,
covenant or obligation to be performed by Tenant is of such nature that the
same cannot reasonably be performed within such thirty day period, such
failure shall not constitute a default if Tenant commences such performance
within said thirty-day period and thereafter diligently undertakes to
complete the same and does so complete the required action within a
reasonable time but in any case not longer than sixty (60) days.
11.1.3 VACATION; ABANDONMENT; FAILURE TO OCCUPY. Tenant shall
vacate or abandon the Premises for any period, or fail to occupy for a period
of thirty (30) days the Premises or any substantial portion thereof.
11.1.4 TRUSTEESHIP; ASSIGNMENT; ATTACHMENT. A trustee or
receiver shall be appointed to take possession of substantially all of
Tenant's assets in, on or about the Premises or of Tenant's interest in this
Lease (and ▇▇▇▇▇▇ does not regain possession within sixty (60) days after
such appointment); ▇▇▇▇▇▇ makes a general assignment for the benefit of
creditors; or substantially all of Tenant's assets in, on or about the
Premises or Tenant's interest in this Lease are attached or levied under
execution (and ▇▇▇▇▇▇ does not discharge the same within thirty (30) days
thereafter).
11.1.5 BANKRUPTCY. A petition in bankruptcy, insolvency, or for
reorganization or arrangement is filed by or against Tenant pursuant to any
federal or state statute (and, with
respect to any such petition filed against it, ▇▇▇▇▇▇ fails to secure a stay
or discharge thereof within sixty (60) days after the filing of the same).
11.2 REMEDIES OF LANDLORD. Upon the occurrence of any event of default
set forth in Section 11.1, Landlord shall have the following rights and
remedies, in addition to those provided by law, any one or more of which may
be exercised without further notice to or demand upon Tenant:
11.2.1 CURE. Landlord may apply the Security Deposit or re-enter
the Premises and cure any default of Tenant, in which event Tenant shall
reimburse Landlord as Additional Rent for any costs and expenses which
Landlord may incur to cure such default; and Landlord shall not be liable to
Tenant for any loss or damage which Tenant may sustain by reason of
Landlord's action, regardless of whether caused by ▇▇▇▇▇▇▇▇'s negligence or
otherwise.
11.2.2 TERMINATION; RE-LET. Landlord shall have the right, in
addition to all other rights and remedies provided by law, to re-enter the
Premises peaceably or by force, with or without process of law, and to take
possession thereof and to terminate this Lease. No such termination of this
Lease nor recovering possession of the Premises, however, shall deprive
Landlord of any action or remedy against Tenant for possession, rent (accrued
or to accrue) or damages, nor constitute a waiver of any lien of Landlord on
the property of Tenant and Landlord may to the extent permitted by law (but
shall not be obligated to) re-let the Premises in whole or in part for the
unexpired portion of the Lease term and Tenant shall be obligated to
reimburse Landlord for all of its expenses in connection with such retaking
and re-letting, including any loss of rental which might result. Landlord
shall in no event be liable in any way whatsoever for failure to relet the
Premises, or in the event that the Premises are relet, for failure to collect
the rent under such reletting, and in no event shall Tenant be entitled to
receive the excess, if any, of such net rent collected over the sums payable
by Tenant to Landlord hereunder. To the extent permitted by law, Tenant
waives any notice to quit or other provision of applicable law requiring
notice or delay in an action to evict or dispossess Tenant, and all rights of
redemption under any law in the event Tenant is evicted or dispossessed for
any cause.
11.2.3 ACCELERATION. Landlord reserves the right to accelerate
the whole or any part of the rent for the entire unexpired balance of the
term of this Lease, as well as all other charges and expenses herein agreed
to be paid by ▇▇▇▇▇▇. Such rent charges and expenses if so accelerated
shall, in addition to any and all installments of rent already due and
payable and in arrears, be deemed due and payable as if, by the terms and
provision of this Lease, such accelerated rent and other charges and expenses
were on that date payable in advance.
11.2.4 SUIT. Landlord may sue for specific performance,
injunctive relief or to recover damages for any loss resulting from the
breach.
11.2.5 INTEREST ON UNPAID RENT. Interest on unpaid rent shall be
charged as specified in Section 2.1.2.
11.3 DEFAULT BY ▇▇▇▇▇▇▇▇ AND REMEDIES OF TENANT. It shall be a default
under and breach of this Lease by Landlord if it shall fail to perform or
observe any term, condition, covenant or obligation required to be performed
or observed by it under this Lease for a period of thirty (30) days after
notice thereof from Tenant; provided, however, that if the term, condition,
covenant or obligation to be performed by Landlord is of such nature that the
same cannot reasonably be performed within such thirty-day period, such
occurrence shall not constitute a default if Landlord commences such
performance within said thirty (30) day period and thereafter diligently
undertakes to complete the same. Upon the occurrence of any such default,
Tenant may sue for injunctive relief or to recover damages for any loss
resulting from the breach, but Tenant shall not be entitled to terminate this
Lease or withhold or ▇▇▇▇▇ any rent due hereunder.
11.4 LIMITATION OF LANDLORD'S LIABILITY. If Landlord shall fail to
perform or observe any term, condition, covenant or obligation required to be
performed or observed by it under this Lease after notice thereof and an
opportunity to cure as provided in Section 11.3, and if Tenant shall, as a
consequence thereof, recover a money judgment against Landlord, ▇▇▇▇▇▇ agrees
that it shall look solely to Landlord's right, title and interest in and to
the Building for the collection of such judgment; and ▇▇▇▇▇▇ further agrees
that no other assets of Landlord shall be subject to levy, execution or other
process for the satisfaction of ▇▇▇▇▇▇'s judgment and that Landlord (and its
partners, if any) shall not be personally liable for any deficiency.
11.4.1 LANDLORD DEFINED. The references to "Landlord" in this
Lease shall be limited to mean and include only the owner or owners, at the
time, of the fee simple interest in the Building. In the event of a sale or
transfer of such interest (except a mortgage or other transfer as security
for a debt), the "Landlord" named herein, or, in the case of a subsequent
transfer, the transferor, shall, after the date of such transfer, be
automatically released from all personal liability for the performance or
observance of any term, condition, covenant or obligation required to be
performed or observed by Landlord hereunder; and the transferee shall be
deemed to have assumed all of such terms, conditions, covenants and
obligations.
11.5 NON-WAIVER OF DEFAULTS. The failure or delay by either party hereto
to exercise or enforce at any time any of the rights or remedies or other
provisions of this Lease shall not be construed to be a waiver thereof, nor
affect the validity of any part of this Lease or the right of either party
thereafter to exercise or enforce each and every such right or remedy or
other
provision. No waiver of any default and breach of the Lease shall be deemed
to be a waiver of any other default and breach. The receipt by Landlord of
less than the full rent due shall not be construed to be other than a payment
on account of rent then due, nor shall any statement on Tenant's check or any
letter accompanying Tenant's check be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to Landlord's right to
recover the balance of the rent due or to pursue any other remedies provided
in this Lease. No act or omission by Landlord or its employees or agents
during the term of this Lease shall be deemed an acceptance of a surrender of
the Premises, and no agreement to accept such a surrender shall be valid
unless in writing and signed by ▇▇▇▇▇▇▇▇.
12. MISCELLANEOUS PROVISIONS.
12.1 WAIVER. The failure of Landlord to insist upon strict performance
of any of the covenants and agreements of this Lease, or to exercise any
option herein conferred in any one or more instances, shall not be considered
to be a waiver or relinquishment of such performance by Tenant or right of
Landlord, and all covenants, agreements and options shall remain in full
force and effect.
12.2 CONSENT NOT UNREASONABLY WITHHELD. Unless otherwise specifically
provided, whenever consent or approval of Landlord or Tenant is required
under the terms of this Lease, such consent or approval shall not be
unreasonably withheld or delayed. Tenant's sole remedy, if Landlord
unreasonably withholds or delays consent or approval, shall be an action for
specific performance and Landlord shall not be liable for damages. If either
party withholds any consent or approval, such party shall on written request
deliver to the other party a written statement giving the reasons therefor.
12.3 ATTORNEYS FEES. All costs and expenses, including attorneys fees in
a reasonable amount, incurred by Landlord or Tenant in enforcing the
obligations of either under this Lease, shall be paid by the defaulting party
to the prevailing party upon demand, once a default is determined to have
occurred, whether by judgment or otherwise.
12.4 DESIGNATED PARTIES. Landlord may act in any matter provided for
herein through its property manager or any other person who shall from time
to time be designated by Landlord by notice to Tenant. Tenant may designate
in writing a person to act on its behalf in any matter provided for herein
and may, by written notice, change such designation. In the absence of such
designation, the person or persons executing this Lease for Tenant shall be
deemed to be authorized to act on behalf of Tenant in any matter provided for
herein.
12.5 SUCCESSORS. All covenants, agreements, terms and conditions
contained in this Lease shall apply to and be binding upon and inure to the
benefit of Landlord and ▇▇▇▇▇▇ and their respective heirs, executors,
administrators, successors and assigns. If there is more
than one Tenant, the obligations hereunder imposed upon Tenant shall be joint
and several. No rights, however, shall inure to the benefit of any assignee
or subtenant of Tenant unless Landlord has given its consent to the
assignment or sublease in accordance with Section 4.
12.6 RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall
create any relationship between the Landlord and Tenant other than that of
Landlord and Tenant, and it is acknowledged and agreed that Landlord does not
in any way or for any purpose become a partner of Tenant in the conduct of
▇▇▇▇▇▇'s business, or a joint venturer or a member of a joint or common
enterprise with Tenant.
12.7 SEVERABILITY. If any clause or provision of this Lease is held to
be illegal, invalid or unenforceable under present or future law effective
during the term of this Lease, the remainder of this Lease shall not be
affected thereby. In lieu of such clause or provision held to be illegal,
invalid or unenforceable there shall be added, as a part of this Lease, a
clause or provision as similar in terms as possible which shall be legal,
valid and enforceable.
12.8 GENDER. Words of any gender used in this Lease shall be held and
construed to include any other gender and words in the singular number shall
be held to include the plural, unless the context otherwise requires.
12.9 BUILDING NAME. Landlord reserves the right at any time and from
time to time to change the name, number or designation by which the Building
is commonly known.
12.10 BROKERAGE COMMISSIONS.
12.10.1 BROKER NAMES.
N/A
12.10.2 PAYMENT OF LEASING COMMISSIONS. The parties hereby
acknowledge, represent and warrant that the only real estate broker or
brokers involved in the negotiation and execution of this Lease is that, or
are those named in Section 12.10.1 above and that no other broker or person
is entitled to any leasing commission or compensation as a result of the
negotiation or execution of this Lease. ▇▇▇▇▇▇ agrees to indemnify Landlord
and hold Landlord harmless from and against any and all costs, expenses or
liability for commission or other compensation or charges claimed by or
awarded to any broker or agent with respect to this Lease.
12.11 CORPORATE AUTHORITY. If Tenant is a corporation, Tenant
warrants that it has legal authority to operate and is authorized to do
business in the state in which the Premises are situated. Tenant also
warrants that the person or persons executing this Lease on behalf of Tenant
has authority to do so and fully obligate Tenant to all terms and provisions
of this
Lease. Tenant shall, upon request from Landlord, furnish Landlord with a
certified copy of resolutions of the Tenant's Board of Directors authorizing
this Lease and granting authority to execute it to the person or persons who
have executed it on ▇▇▇▇▇▇'s behalf.
12.12 COMMON AND PUBLIC AREAS. All hallways, passageways, stairways
and elevators in the Building, parking areas, driveways, entrances and exits
thereto, truck-ways, pedestrian sidewalks and ramps, landscaped areas and
other areas and improvements located on the Premises are provided for the
general non-exclusive use, in common, of Tenant, Landlord and all other
tenants of the Building, their employees, guests and invitees. Such parking
and other common areas shall at all times be subject to regulation and
management by Landlord, and ▇▇▇▇▇▇ agrees to abide by any rules and
regulations with respect thereto and to use its best efforts to cause its
employees, guests and invitees to do the same. Without limitation on
Landlord's general right to promulgate any such rules and regulations,
Landlord reserves the right to change the area, level, location and
arrangement of the parking areas and other facilities referred to herein; to
restrict parking by tenants and/or their patrons, provided that adequate
parking for the Building's tenants is maintained; to close temporarily all or
any portion of the parking areas or facilities for repairs or maintenance or
otherwise; to control the amount of lighting, security and traffic control,
if any; and to take such other actions as Landlord shall deem necessary or
desirable with a view to the convenient use thereof by all tenants, their
employees, guests and invitees. Landlord also reserves the right at any
time, without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant therefor, to change the arrangement
and/or location of public corridors, passageways, elevators, mechanical areas
and rooms, stairways and stairs, rest rooms, or other common areas of the
Building.
12.13 RECORDING. Tenant shall not record this Lease without the
written consent of Landlord; however, upon the request of Landlord, ▇▇▇▇▇▇
shall join in the execution of a memorandum or so-called "short form" of this
Lease for the purposes of recordation. Said memorandum or short form of this
Lease shall describe the Parties, the Premises and the term of this Lease and
shall incorporate this Lease by reference. Landlord may also, at its option,
record this entire Lease.
12.14 NOTICES. All notices under this Lease shall be in writing and
delivered in person or sent by prepaid registered or certified mail to
Landlord at the same place to which rent payments are made, to the Tenant at
the Premises, to Landlord's Office of General Counsel and to such addresses
as hereafter may be designated by either party in writing. Notices mailed
shall be deemed given on the date following the date of mailing.
▇▇▇▇▇▇▇▇'s Address: With Copy to:
TIDEWATER PARTNERS LIMITED PARTNERSHIP TIDEWATER PARTNERS LTD PARTNERSHIP
c/o OLYMPIA DEVELOPMENT CORPORATION c/▇ ▇▇▇▇▇▇▇ & ASSOCIATES
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tenant Address for Notices: With Copy to:
METRO INFORMATION SERVICES METRO INFORMATION SERVICES
REFLECTIONS ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
12.15 JOINT AND SEVERAL LIABILITY. If Tenant is composed of more than
one signatory to this Lease, each signatory will be jointly and severally
liable with each other signatory for payment and performance according to
this Lease.
12.16 FORCE MAJEURE. If, by reason of (i) strike, (ii) labor problems,
(iii) government pre-emption in connection with a national emergency, (iv)
any rule, order or regulation of any governmental agency, (v) conditions of
supply or demand which are affected by war or other national, state or
municipal emergency, or any other cause, or (vi) any cause beyond Landlord's
reasonable control, including inclement weather, Landlord shall be unable to
fulfill its obligations under this Lease or shall be unable to supply any
service which Landlord is obligated to supply, this Lease and ▇▇▇▇▇▇'s
obligation to pay rent hereunder shall in no wise be affected, impaired or
excused.
12.17 ENTIRE AGREEMENT; CAPTIONS. This Lease, including Exhibits A, B
and C hereto, and any Addendums contain the entire agreement of the Parties
and no prior or contemporaneous representations, promises or agreements, oral
or otherwise, between the Parties not contained in this Lease shall be of any
force and effect. Neither this Lease nor any provision hereof may be
changed, waived, discharged or terminated except in writing executed by
Landlord and ▇▇▇▇▇▇ or the party against whom any waiver is sought. The
captions for sections of this Lease are for convenience only and shall have
no effect upon the construction or interpretation of any part of this Lease.
Acknowledged and Accepted this 19th day of September, 1996.
TENANT LANDLORD
METRO INFORMATION SERVICES TIDEWATER PARTNERS LIMITED PARTNERSHIP
By: Olympia Development Corporation,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Manager and Authorized Agent
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
TIDEWATER PARTNERS LIMITED PARTNERSHIP
By: SCI Holdings Corporation
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
CORPORATE SEAL
ADDENDUM TO OFFICE LEASE AGREEMENT
by and between
TIDEWATER PARTNERS LIMITED PARTNERSHIP
and
METRO INFORMATION SERVICES
This Lease Addendum, by and between Tidewater Partners Limited Partnership
("Landlord") and Metro Information Services ("Tenant"), is hereby made a part
of and incorporated by reference into a certain Lease dated August 26, 1996
and attached hereto. This Addendum shall supersede all agreements between
the above mentioned Parties.
1. UNDERGROUND PARKING. Tenant shall have the use of seven (7) underground
parking spaces which shall be assigned to Tenant by Landlord.
2. SUITE MODIFICATIONS. Landlord agrees to provide an allowance not to exceed
$5.00 per square foot of rentable area, or $96,145.00, for suite
modifications and subject to the space plan attached hereto as Exhibit B.
3. EXTERIOR SIGNAGE. Tenant shall have the right to display signage on the
exterior of the Building, subject to Landlord's approval and any
governmental regulations. Said sign shall be provided, maintained and
removed at the expiration of the Lease term at Tenant's sole cost. Said
sign shall be located within the "brick band" between the windows of the
third and fourth floors. Tenant shall be responsible for any damage caused
to the Building as a result of such signage, and the installation or
removal thereof.
4. FIRST RIGHT OF REFUSAL - Landlord will give Tenant a one time first right
of refusal on any space that may become available on the fourth floor of
Reflections II. Upon receipt of notice to Tenant by Landlord that the
space is available for lease, which notice shall also set forth the current
market rate for such space, Tenant shall have forty-eight (48) hours to
respond in writing to Landlord if Tenant wants to lease the additional
space at that current market rate. If Landlord does not receive written
notice from Tenant of Tenant's acceptance to lease the entirety of the
offered space at the current market rate, Landlord will assume Tenant is
not interested and the First Right of Refusal will thereafter become null
and void. This First Right of Refusal shall be subordinate to any
previously granted rights to others to lease the space as described herein.
5. LEASE COMMENCEMENT DELAY - In the event that the Premises are not vacated
by the current tenant on or before October 31, 1996, the Commencement Date
of this Lease shall be delayed to a date thirty (30) days after the date on
which the current tenant vacates the Premises. Additionally, in the event
that the Tenant is not allowed access to the area located on the East side
of the elevator lobby on or before October 1, 1996 for the purpose of
installing electrical and communication wiring, the Commencement Date of
this Lease
shall be delayed to a date sixty (60) days after the date on which the
Tenant is allowed access to the area located on the East side of the
elevator lobby.
All other terms and conditions of the Lease not modified by this Addendum shall
remain in full force and effect.
Acknowledged and Accepted this 19th day of Sepetember, 1996 by:
LANDLORD TENANT
TIDEWATER PARTNERS LIMITED PARTNERSHIP METRO INFORMATION SERVICES
BY: Olympia Development Corporation, BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Manager & Authorized Agent ---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President CORPORATE SEAL
TIDEWATER PARTNERS LIMITED PARTNERSHIP
By: SCI Holdings Corporation
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
EXHIBIT A
RULES AND REGULATIONS
The rules and regulations set forth in this Exhibit shall be and hereby are
made a part of the Lease to which they are attached. Whenever the term
"Tenant" is used in these rules and regulations, it shall be deemed to
include Tenant, its employees or agents and any other persons permitted by
Tenant to occupy or enter the Premises. The following rules and regulations
may from time to time be modified by Landlord as provided in the Lease.
1. OBSTRUCTION. The sidewalks, entries, passages, corridors, halls, lobbies,
stairways, elevators and other common facilities of the Building shall be
controlled by Landlord and shall not be obstructed by Tenant or used for
any purpose other than ingress or egress to and from the Premises. Tenant
shall not place any item in any of such locations, whether or not any such
item constitutes an obstruction, without the prior written consent of
Landlord. Landlord shall have the right to remove any obstruction or any
such item without notice to Tenant and at the expense of Tenant, and to
control and prevent access thereto of all persons whose presence in the
judgment of Landlord would be prejudicial to the safety, character,
reputation and interest of the Building and its tenants, provided that
nothing herein contained shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of its
business, unless such persons are engaged in illegal activities. No tenant
and no employee or invitee of any tenant shall go upon the roof of the
Building. Landlord shall have the right at any time without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefore to change the arrangement and/or location of
entrances or passageways, doors or doorways, corridors, elevators, stairs,
toilets or other common areas of the Building.
2. ORDINARY BUSINESS HOURS. Whenever used in the Lease or in these
regulations, the ordinary business hours of the Building shall be from 8:00
A.M. to 6:00 P.M. Monday through Friday of each week, excluding the legal
holidays of New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
3. DELIVERIES. Tenant shall insure that all deliveries of supplies to the
Premises shall be made only upon the elevator designated by Landlord for
deliveries and only during the ordinary business hours of the Building. If
any person delivering supplies to Tenant damages the elevator or any other
part of the Building, Tenant shall pay to Landlord upon demand the amount
required to repair such damage. Landlord's employees shall not receive
deliveries for Tenant and, in the event that they do so in violation of
this provision, such employees shall be deemed to be agents of Tenants.
4. FURNITURE. Furniture and equipment shall be moved in or out of the
Building only upon the elevator designated by Landlord for deliveries and
then only during such hours and in such manner as may be prescribed by
Landlord. Landlord shall have the right to approve or disapprove the
movers or moving company employed by Tenant and Tenant shall cause such
movers to use only the loading facilities and elevator designated by
Landlord. If Tenant's movers damage the elevator or any other part of the
Building, Tenant shall pay to Landlord upon demand the amount required to
repair such damage.
5. HEAVY ARTICLES. No safe or article, the weight of which may, in the
reasonable opinion of Landlord, constitute a hazard to or damage the
Building or its equipment, shall be moved into the Premises. Safes and
other heavy equipment, the weight of which will not constitute a hazard to
or damage the Building or its equipment shall be moved into, from or about
the Building only during such hours and in such manner as shall be
prescribed by Landlord, and Landlord shall have the right to designate the
location of such articles in the Premises.
6. NUISANCE. Tenant shall not use, allow, or permit the Premises to be used
for any improper or objectionable purposes. Tenant shall not do or permit
anything to be done in the Premises, or bring or keep anything therein
which would in any way constitute a nuisance or waste, or obstruct or
interfere with the rights of other tenants of the Building, or in any way
injure or annoy them, or conflict with the laws relating to fire, or with
any regulations of the fire department, or with any insurance policy upon
the Building or any part thereof, or conflict with any law, rule,
regulation, requirement, or ordinances of any governmental authority having
jurisdiction over the Building.
7. BUILDING SECURITY. Landlord may restrict access to and from the Premises
and the Building outside of the ordinary business hours of the Building for
reasons of Building security. Landlord may require identification of
persons entering and leaving the Building during this period and, for the
purpose, may issue building passes to tenants of the Building.
8. PASS KEY. The janitor of the Building may at all times keep a pass key to
the Premises, and he and other agents of Landlord shall at all times be
allowed admittance to the Premises.
9. LOCKS AND KEYS FOR PREMISES. No additional lock or locks shall be placed
by Tenant on any door in the Building and no existing lock shall be changed
unless written consent of Landlord shall first have been obtained. A
reasonable number of keys to the Premises and to the toilet rooms if locked
by Landlord will be furnished by Landlord, and Tenant shall not have any
duplicate key made. At the termination of this tenancy Tenant shall
promptly return to Landlord all keys to offices and toilet rooms.
10. USE OF WATER FIXTURES. Water closets and other water fixtures shall not be
used for any
purpose other than that for which the same are intended, and any damage
resulting to the same from misuse on the part of Tenant shall be paid for
by Tenant. No person shall waste water by tying back or wedging the
faucets or in any other manner.
11. NO ANIMALS, EXCESSIVE NOISE. No animals shall be allowed in the offices,
halls, corridors or elevators in the Building. No person shall disturb the
occupants of this or adjoining buildings or space by the use of any radio
or musical instrument or by the making of loud or improper noises.
12. NO SMOKING OF TOBACCO I.E. CIGARETTES, CIGARS, PIPES, ETC. The smoking of
tobacco products of any kind is strictly prohibited in the Building and on
the Premises at all times.
13. VEHICLES. Bicycles or other vehicles shall not be permitted anywhere
inside or on the sidewalks outside of the Building, except in those areas
designated by Landlord for bicycle parking.
14. TRASH. Tenant shall not allow anything to be exhibited to the outside of
the Building, nor shall anything be thrown by Tenant out of the window or
doors, or down the corridors, elevator shafts, or ventilating ducts or
shafts of the Building. All trash shall be placed in receptacles provided
by Tenant on the Premises or in any receptacles provided by Landlord for
the Building.
15. WINDOWS. No window shades, blinds, screens or draperies will be attached
or detached by Tenant and no awnings shall be placed over the windows
without Landlord's prior written consent. ▇▇▇▇▇▇ agrees to abide by
▇▇▇▇▇▇▇▇'s rules with respect to maintaining uniform curtains, draperies
and linings at all windows and hallways so that the Building will present a
uniform exterior appearance. Tenant will use its best efforts to have all
curtains, draperies, and blinds closed at the end of each day in order to
help conserve energy. Tenant, except in the case of fire or other
emergency, shall not open any outside window because the opening of windows
interferes with the proper functioning of the Building heating and air
conditioning systems.
16. HAZARDOUS OPERATIONS AND ITEMS. Tenant shall not install or operate any
steam or gas engine or boiler, or carry on any mechanical business in the
Premises without Landlord's prior written consent, which consent may be
withheld in Landlord's absolute discretion. The use of oil, gas or
inflammable liquids for heating, lighting or any other purpose is expressly
prohibited. Explosives or other articles deemed extra hazardous shall not
be brought into the Building.
17. HOURS FOR REPAIRS, MAINTENANCE AND ALTERATION. Any repairs, maintenance or
alterations required or permitted to be done by Tenant under the Lease
shall be done only during the ordinary business hours of the Building
unless Landlord shall have first consented to such work being done outside
of such times. If Tenant desires to have
such work done by ▇▇▇▇▇▇▇▇'s employees on Saturdays, Sundays, holidays or
weekdays outside of ordinary business hours and Tenant agrees to the same,
Tenant shall pay the extra cost of such labor, in addition to other costs
which are the responsibility of Tenant under the Lease. An exception to
this provision shall be made for normal picture hanging.
18. NO DEFACING. Except as permitted by Landlord, Tenant shall not mark upon,
paint signs upon, cut, drill into, drive nails or screws into, or in any
way deface the walls, ceilings, partitions or floors of the Premises or of
the Building, and any defacement, damage or injury caused by Tenant shall
be paid for by Tenant.
19. CHAIR PADS. During the entire term of this lease, Tenant shall, at its
expense, install and maintain under all caster chairs a chair pad or carpet
casters to protect the carpeting.
20. SOLICITATION: FOOD AND BEVERAGES. Landlord reserves the right to
restrict, control or prohibit canvassing, soliciting and peddling within
the Building. Tenant shall not grant any concessions, licenses or
permission for the sale or taking of orders for food or services or
merchandise in the Premises, nor install or permit the installation or use
of any machine or equipment for dispensing goods or foods or beverages in
the Building, nor permit the preparation, serving, distribution or delivery
of food or beverages in the Premises without the approval of Landlord and
in compliance with arrangements prescribed by Landlord. Only persons
approved by Landlord shall be permitted to serve, distribute or deliver
food and beverages within the Building, or to use the elevators or public
areas of the Building for that purpose.
21. CAPTIONS. The caption for each of these rules and regulations is added as
a matter of convenience only and shall be considered of no effect in the
construction of any provision or provisions of these rules and regulations.
22. SECURITY OF PREMISES. Tenant shall see that the doors of the Premises and
Building are securely locked before leaving and that all water, gas and
electricity within the Premises is also shut off before leaving. For any
default or carelessness in this regard, Tenant shall make good all injuries
sustained by other tenants or occupants of the Building or Landlord. On
multiple-tenancy floors, all tenants shall keep the doors to the Building
corridors closed at all times except for ingress and egress.
23. PARKING. Cars are to park in properly marked spaces only. Under no
circumstances are cars to (a) park in spaces reserved for other tenants,
(b) park in driveways, (c) park in front of entrances to the Building or
(d) park in unmarked areas. Landlord shall have the right to cause
improperly parked cars to be towed at the owner's expense. It is
understood that Landlord shall have the right to charge a monthly rental
fee for covered reserved parking.
24. REST ROOMS. Tenant will endeavor to keep the common rest rooms in a clean,
neat, and orderly fashion. Tenant will not create or cause to be created
any extraordinary housekeeping problems in the common rest rooms.
25. INSURANCE. Tenant shall not do or permit to be done anything which will
invalidate or increase the cost of any insurance coverage on the Building
or the Premises.
26. UTILITY LINES. Tenant shall not overload, damage, or obstruct any utility
lines providing services to the Building or Premises.
27. STORAGE OF MERCHANDISE/FOOD PREPARATION. The Premises shall not be used
for the storage of merchandise held for sale to the general public or for
lodging. No cooking shall be done or permitted on the Premises except
private use by Tenant of equipment approved by Landlord for brewing coffee,
tea, hot chocolate and similar beverages shall be permitted, provided that
such is in accordance with all applicable governmental laws, codes,
ordinances, rules and regulations.
28. JANITORIAL SERVICES. No tenant shall employ any person or persons other
than the janitor of Landlord for the purpose of cleaning its premises
unless otherwise agreed to by Landlord in writing. Except with the written
consent of Landlord, no person or persons other than those approved by
Landlord shall be permitted to enter the Building for the purpose of
cleaning the same. No tenant shall cause any unnecessary labor by reason
of such tenant's carelessness or indifference in the preservation of good
order and cleanliness.
29. DIRECTORY. The directory of the Building will be provided for the display
of the company name and location of the tenants at the expense of Landlord.
Landlord shall provide Tenant, free of charge, one directory strip in the
Building Directory and either one building standard plaque or white vinyl
lettering stating the name of the company. The location of Tenant's suite
in the Building shall dictate the type of signage to be provided. Tenant
may request additional signage from Landlord. ▇▇▇▇▇▇▇▇'s consent to
requests for additional signage will be at the discretion of the Landlord
and at ▇▇▇▇▇▇'s expense. Landlord reserves the right to restrict the
amount of directory space utilized by any tenant.
30. REQUESTS FOR SERVICES. The requirements of tenants will be attended to
only upon application in writing at the office of the Building. Employees
of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord.
31. OTHER MATTERS. These Rules and Regulations are in addition to, and shall
not be construed to in any way modify or amend, in whole or in part, the
agreements, covenants, conditions and provisions of any lease of premises
in the Building.
EXHIBIT B
SUITE LAYOUT
To Be Attached
EXHIBIT C
ACCEPTANCE LETTER
Gentlemen:
The undersigned, as Tenant under that certain Lease dated August 26, 1996 made
with Tidewater Partners Limited Partnership, does hereby certify:
1. That its leased premises (the "Premises") at the above location have been
substantially completed in accordance with the terms of the Lease, that it
has accepted possession of said premises and that it now occupies the same;
2. That it began paying rent effective _______________, and that, save only as
may be required by the terms of the Lease, no rental has been paid in
advance;
3. That there exist no defenses or offsets to enforcement of the Lease by the
Landlord and that there are as of the date hereof, no defaults or breaches
on the part of the Landlord under the Lease known to the undersigned;
4. That the Lease is now in full force and effect and has not been amended,
modified or assigned, except by agreements dated <*>NONE (if none,
so state).
BY: METRO INFORMATION SERVICES
By: ___________________________________ _______________
Date
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
Tenant Name: Metro Information Services
Building/Suite: Reflections II, Suite 300
THIS AGREEMENT is dated the 26th day of August, 1996, and is made by
and among CONNECTICUT GENERAL LIFE INSURANCE COMPANY, having an address c/o
CIGNA INVESTMENTS, INC., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
ATTN: REAL ESTATE INVESTMENT SERVICES S-319 ("Mortgagee"), METRO INFORMATION
SERVICES, having an address of REFLECTIONS III, SUITE 150 ("Tenant"), and
TIDEWATER PARTNERS LIMITED PARTNERSHIP, having an address of ▇▇▇▇▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Landlord").
RECITALS:
▇. ▇▇▇▇▇▇ has entered into a lease ("Lease") dated AUGUST 26, 1996, with
TIDEWATER PARTNERS LIMITED PARTNERSHIP as lessor ("Landlord"), covering the
premises known as REFLECTIONS II, SUITE 300 (the "Premises") within the property
known as REFLECTIONS - THE CORPORATE PARK AT LYNNHAVEN , more particularly
described as shown on Exhibit A, attached hereto (the "Real Property").
B. Mortgagee has agreed to make or has made a mortgage loan in the amount
of $24,950,000.00 to Landlord, secured by a mortgage or the Real Property (the
"Mortgage"), and the parties desire to set forth their agreement herein.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. The Lease and all extensions, renewals, replacements or
modifications thereof are and shall be subject and subordinate to the Mortgage
and all terms and conditions thereof insofar as it affects the Real Property of
which the Premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof, to the full extent of
amounts secured thereby and interest thereon.
2. Tenant shall attorn to and recognize any purchaser at a
foreclosure sale under the Mortgage, any transferee who acquires the Premises by
deed in lieu of foreclosure, and the successors and assigns of such
purchaser(s), as its landlord for the unexpired balance (and any extensions, if
exercised) of the term of the Lease on the same terms and conditions set forth
in the Lease.
3. If it becomes necessary to foreclose the Mortgage, Mortgagee
shall neither terminate the Lease nor join Tenant in summary or foreclosure
proceedings so long as tenant is not in default under any of the terms,
covenants, or conditions of the Lease.
4. If Mortgagee succeeds to the interest of Landlord under the
Lease, Mortgagee shall not be:
a. liable for any act or omission of any prior landlord
(including Landlord);
b. liable for the return of any security deposit unless such
deposit has been delivered to Mortgagee by Landlord or is an escrow fund
available to Mortgagee;
c. subject to any offsets or defenses that Tenant might have
against any prior landlord (including Landlord);
d. bound by any rent or additional rent that Tenant might have
paid for more than the current month to any prior landlord (including Landlord);
e. bound by any amendment, modification, or termination of the
Lease made without Mortgagee's consent;
▇. personally liable under the Lease, Mortgagee's liability
thereunder being limited to its interest in the Real Property; or
g. bound by any notice of termination given by Landlord to
Tenant without Mortgagee's prior written consent thereto.
5. This Agreement shall be binding on and shall inure to the benefit
of the parties hereto and their successors and assigns.
6. Tenant shall give Mortgagee, by certified mail, return receipt
requested, or by commercial overnight delivery service, a copy of any notice of
default served on Landlord, at Mortgagee's address set forth above or at such
other address as to which ▇▇▇▇▇▇ has been notified in writing. If Landlord
shall have failed to cure such default within the time provided for in the
Lease, then Mortgagee shall have an additional ten (10) days within which to
cure any default capable of being cured by the payment of money and an
additional thirty (30) days within which to cure any other default or if such
default cannot be cured within that time, then such additional time as may be
necessary to cure such default shall be granted if within such thirty (30) days
Mortgagee has commenced and is diligently pursuing the remedies necessary to
cure such default (including, but not limited to, commencement of foreclosure
proceedings, if necessary to effect such cure), in which even the Lease shall
not be terminated while such remedies are being so diligently pursued.
7. Landlord has agreed under the Mortgage and other loan documents
that rentals payable under the Lease shall be paid directly by Tenant to
Mortgagee upon default by Landlord under the Mortgage. After receipt of notice
from Mortgagee to Tenant, at the address set forth above or at such other
address as to which Mortgagee has been notified in writing, that rentals under
the lease should be paid to Mortgagee, Tenant shall pay to Mortgagee, or at the
direction of Mortgagee, all monies due or to become due to Landlord under the
Lease. Tenant shall have no responsibility to ascertain whether such demand by
Mortgagee is permitted under the Mortgage, or to inquire into the existence of a
default. Landlord hereby waives any right, claim, or demand it may now or
hereafter have against Tenant by reason of such payment to Mortgagee, and any
such payment shall discharge the obligations of Tenant to make such payment to
Landlord.
8. ▇▇▇▇▇▇ declares, agrees and acknowledges that Mortgagee, in
making disbursements pursuant to any agreement relating to the Loan, is under no
obligation or duty to, nor has Mortgagee represented that it will, see to the
application of such proceeds by the person or persons to whom Mortgagee
disburses such proceeds, and any application or use of such proceeds for
purposes other than those provided for in such agreement shall not defeat the
subordination herein made in whole or in part.
IN WITNESS THEREOF, the parties hereto have executed these presents as
of the day and year first above written.
Mortgagee: CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: ______________________ ___________________
Its: ______________________ Date
Tenant: METRO INFORMATION SERVICES
By: ______________________ ___________________
Its: ______________________ Date
Landlord: TIDEWATER PARTNERS LIMITED PARTNERSHIP
BY: OLYMPIA DEVELOPMENT CORPORATION
MANAGER & AUTHORIZED AGENT
By: ______________________ __________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date
President
STATE OF CONNECTICUT '
COUNTY OF HARTFORD '
On this ________ day of ________________, 19___, personally appeared
_________________________, who acknowledged himself to be the
_______________________ of CIGNA Investment, Inc., a corporation, duly
authorized to sign on behalf of _____________________________, a corporation,
and that he, being authorized so to do, executed the foregoing instrument for
the purposes therein contained by signing the name of the corporation.
IN WITNESS THEREOF, I hereunto set my hand.
___________________________________ My Commission Expires:
Notary Public
COMMONWEALTH OF VIRGINIA '
CITY OF VIRGINIA BEACH '
On this, the ____ day of _______________, before me, notary public, the
undersigned officer personally appears _________________________, who
acknowledged himself to be the _________________________ of Metro Information
Services, a ______________ corporation, and the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself as
such officer.
IN WITNESS THEREOF, I hereunto set my hand and official seal the day and year
aforesaid.
___________________________________ My Commission Expires:
Notary Public
COMMONWEALTH OF VIRGINIA '
CITY OF VIRGINIA BEACH '
On this ______ day of ____________________ in the year ________ before me,
▇. ▇. ▇▇▇▇▇▇, a Notary Public of said Commonwealth, duly commissioned and sworn,
personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President of Olympia Development
Corporation, Manager and Authorized Agent of Tidewater Partners Limited
Partnership, known to me to be a general partner of a limited partnership that
executed the within instrument, and acknowledged to me that such partnership
executed the same.
___________________________________ My Commission Expires: 01/31/99
Notary Public
EXHIBIT A
Description of Premises
The Premises, known as Suite 300 in Reflections II within Reflections - The
Corporate Park at Lynnhaven, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, consists of approximately 19,229 Rentable Square Feet.
