Exhibit 10.26
Lease with ▇▇▇▇▇▇ Properties
AGREEMENT OF LEASE
BY AND BETWEEN
22 LIGHT STREET, LLC.
and
On-Site Sourcing, Inc.
PAGE
I Summary of Key Terms 3
2 Term 3
2.1.1 Original Term 3
2.2 Surrender 4
2.3 Holding Over 4
3 Commencement Date 4
4 Rent 4
4.1.1 Base Rent 4
4.1.2 Additional Rent 4
4.1.3 Rental Abatement 4
4.1.4 Real Estate Tax Base Year 4
4.1.5 Operating Costs Base Year 5
4.1.6 Payment of {Passthrough Expenses 5
4.1.7 Landlord's Right to Estimate 5
4.2 When due and payable 5
4.3 Where payable 5
4.4 Advance Rent 6
4.5 Security Deposit 6
5 Use of Premises 6
6 Tenant's Proportionate Share 6
7 Utilities 6
8 Insurance and Indemnification 6
8.1 Increase in Risk 6
8.2 Insurance to be maintained by 6
Tenant
8.3 Insurance to be maintained by 6
Landlord
8.4 Waiver of subrogation 7
8.5 Liability of parties 7
9 Improvements to Premises 7
9.1 By Landlord 7
9.2 Acceptance of Possession 7
9.3 By Tenant 7
9.4 Mechanics Liens 7
9.5 Fixtures 8
9.6 Materials Used 8
10 Maintenance and Services 8
10.1 Janitorial and Trash Removal 8
10.2 Maintenance by Tenant 8
10.3 Maintenance by Landlord 8
11 Landlord's Right of Entry 8
12 Fire and other Casualties 8
12.1 General 8
12.2 Substantial Destruction 8
12.3 Tenant's Negligence 9
13 Condemnation 9
13.1 Right to Award 9
13.2 Effect of Condemnation 9
14 Assignment & Subletting 10
15 Subordination; Attornment & Non- Disturbance 10
15.1 Subordination 10
15.2 Attornment & Non-Disturbance 10
16 Default 10
16.1 Definition 10
16.2 Notice to Tenant; Grace Period 11
16.3 Landlord's Right on Event of 11
Default
16.4 Default by Landlord 12
17 Estoppel Certificate 12
18 Quiet Enjoyment 13
19 Relocation Clause 13
20 Notices 13
21 General 13
21.1 Effectiveness 13
21.2 Complete Understanding 13
21.3 Amendment 13
21.4 Applicable Law 13
21.5 Waiver 13
21.6 Time of Essence 13
21.7 Headings 13
21.8 Definitions 13
21.9 Exhibits 14
21.10 Severability 14
21.11 Definition of "the Tenant" 14
22 Deliveries 14
23 Expansion Options 14
24 Miscellaneous 14
Signature Page 15
AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE (hereinafter referred to as "this Lease"), made this {@L
day of August,
1997, by and between 22 Light Street, {LLC, a Limited Liability Company
organized and existing under the law of Maryland having an address at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ (hereinafter referred to as "the Landlord"), and On-Site Sourcing, Inc.,
existing under the law of Delaware having a primary address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VA(hereinafter referred to as "the Tenant"),
{WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into this Lease
by the parties hereto, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged by each party hereto, the
Landlord hereby leases to the Tenant and the Tenant hereby leases from the
Landlord all of that real property in Baltimore City, Maryland, which consists
of the space containing approximately 5,079 rentable square feet of floor area
shown outlined on a plat attached hereto as Exhibit A (hereinafter referred to
as "the Premises") and located in a building (hereinafter referred to as "the
Building") at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ in Baltimore, Maryland, on a tract of land
(hereinafter referred to as "the Land") and any other buildings or improvements
thereon being hereinafter referred to collectively as "the Property"),
SUBJECT TO THE OPERATION AND EFFECT of any and all instruments and matters of
record or in fact, UPON T14E TERMS AND SUBJECT TO THE CONDITIONS which are
hereinafter set forth:
Section 1. Summary of Key Terms
a) Landlord: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC
b) Tenant: On-Site Sourcing, Inc.
c) Premises: ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, containing approximately 5,079
rentable square feet
d) Term: 10 Years, 4 Months beginning on October 15, 1997
e) Base Rental Rate: $15.00 per rentable square foot
f) Rental Concession: Tenant will be responsible for rental payments during Year
I based on 3,500 rentable square feet. Commencing on Year 2, Tenant will pay
rental based on its square footage of 5,079 rentable square feet for the
remainder of the lease term.
g) Tenant's Operating Costs Percentage: II. I%
h) Annual Base Rental Increase: 3% annual increase
i) Tenant Improvement: Landlord will build out space as stipulated in Section
9.1 and Exhibit A.
j) Security Deposit: I month rent equalling $6,348.75
k) Advance Rent: I month equalling $4,375.00
1) Real Estate Tax Base Year: 1998
m) Operating Expense Base Year: 1998
n) Utilities: Directly metered and/or billed to Tenant
o) Rental Abatement: The initial two and one half months of the lease term
October 15, 1997 -December 31, 1997) shall be rent free plus January and
February of 1999 shall be rent free.
Section 2. Term.
2. 1. Length.
2.1.1. Original Term This Lease shall be for a term (hereinafter referred to as
the ("OriginalTerm) (a) commencing on October 15, 1997, (hereinafter referred to
as the "Commencement Date" and (b)terminating at 11:59 o'clock P.M., local time,
on the day immediately preceding the tenth (10th) year fourth (4th)
month anniversary of the first (1st) day of the first (1st) full calendar month
during the Term (hereinafter referred to as the ("Termination Date"). Such
termination date is February 14, 2007.
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2.2. Surrender. 'Me Tenant shall at its expense, at the expiration of the Term
or any earlier termination of this Lease, (a) promptly surrender to the Landlord
possession of the Premises (including any fixtures or other improvements which,
under the provisions of Section 5, are owned by the landlord) in good order and
repair damages reasonably beyond the Tenant's control and ordinary wear and tear
excepted) and broom clean, {(b) remove therefrom the Tenant's signs, goods and
effects and any machinery, trade fixtures and equipment which are used in
conducting the Tenant's trade or business and are not owned by the Landlord, and
{(c) repair any substantial damage to the Premises or the Building caused by
such removal.
2.3. Holding over. If the Tenant continues to occupy the Premises after the
expiration of the Term or any earlier termination of this Lease without having
obtained the Landlord's express, written consent thereto, then without altering
or impairing any of the Landlord's rights under this Lease or applicable law,
(a) the Tenant hereby agrees to pay to the Landlord immediately on demand by the
Landlord, as Rent for the Premises, for each calendar month or portion thereof
after such expiration of the Term or such earlier termination of this Lease, as
aforesaid, until the Tenant surrenders possession of the Premises to the
Landlord, a sum equaling one hundred twenty-five percent (125%) of the amount of
the monthly Base Rent and Additional Rent which would have been due and payable
under the provisions of the Lease and {(b) the Tenant shall surrender possession
of the Premises to the Landlord immediately on the Landlord's having demanded
the same. Nothing in the provisions of this Lease shall be deemed in any way to
give the Tenant any right to remain in possession of the Premises after such
expiration or termination, regardless of whether the Tenant has paid any such
Rent to the Landlord.
Section 3. Commencement Date.
3.1 The Commencement Date is October 15, 1997. In the event this lease is
executed later than August 15, 1997, then the commencement date may be extended,
at Landlord's sole option, on a day by day basis whereas the Premises will be
ready for occupancy 60 days after lease execution. In the event the Premises is
not ready for occupancy within 60 days after lease execution, then Landlord will
use commercially reasonable efforts to complete the tenant improvements as
expeditiously as possible thereafter.
Section 4. Base Rental Rate.
4.1. Amount. As rent for the Premises (all of which is hereinafter
referred to collectively as "Rent"),the Tenant shall pay to the
Landlord all of the following:
4.1.1. Base Rent. An annual base rent (hereinafter referred to as "the Base
Rent") which
(a) the base rental rate for the initial 12 months of the Lease Term commencing
on October 15, 1997 through October 14, 1998 is $15.00 per rentable square foot.
The rental rate shall increase 3% annually during the course of the lease term.
(b) the Tenant will pay rental for Year I of the lease based on 3,500 rentable
square feet. The Year I annual payment is $52,500. Commencing in Year 2, the
tenant will pay rental based on 5,079 rentable square feet.
(c) for the initial Lease Year I Commencing October 15, 1997 through October 14,
1998 during the Original Term, is in the sum of $52,500. If the Term commences
on a day other than the first (1st) day of a calendar month), for the initial
Lease Year Tenant shall pay one three-hundred sixty-fifth (1/365) of such
sum for each day of such calendar month falling within the Term; and
(d) for each Lease Year thereafter during the Term, the rental rate shall
increase in a sum equaling a 3% annual increase to the Base Rental Rate as
compared to the previous years rental rate. For instance, the initial lease year
rental rate is $15.00 per rentable square foot, the second lease year rental
rate shall increase by 3% to SI 5.45 per rentable square foot ($15.00 {x 1.03%),
the third lease year shall increase to $15.91(15.45 {x 1.03%) per rentable
square foot and so on.
(e the rental payment for Year 2 commencing on October 15, 1997 to October 14,
1998 is $78,470.55 (5,079 rentable square feet {x $15.45). 'Me annual rental
payment shall increase by 3% per yearthereafter.
4.1.2. Additional Rent. Additional rent (hereinafter referred to as
"Additional Rent") in the amount of any payment referred to as such in any
provision of this Lease which accrues while this Lease is in effect (which
Additional Rent shall include any and all charges or other amounts which the
Tenant is obligated to pay to the Landlord under any of the provisions of this
Lease, other than the Base Rent).
4.1.3. Rental Abatement. The initial two and one half months of the lease term
shall be rent free and January, 1999 and February 1999 shall be rent free.
4.1.4. Real Estate Tax Base Year. Tenant covenants and agrees to pay to the
Landlord, in addition to the Base Rent hereinabove provided, its proportionate
share of any increase in real estate taxes and other assessments levied on the
Premises and Improvements during the term of the Lease, or any renewal thereof,
in excess of the real estate taxes levied against the building for tax year July
1, 1997 to June 30, 1998. Landlord shall furnish
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to Tenant a copy of each ▇▇▇▇ for taxes or other assessments which Tenant is
required to pay. Tenant shall pay to Landlord, any sums due hereunder on demand
and Landlord shall pay the taxes directly to the taxing authority. Tenant shall
have the right, at its own expense, to protest any assessment increase upon the
demised Premises. Tenant shall make any such protest in Landlord's name and
Landlord will cooperate with Tenant in making and completing such protests. For
calculation purposes, Base Year Real Estate Taxes shall reflect a fully assessed
building.
4.1.5 Operating- Costs base Year: Tenant covenants and agrees to pay as
additional rent during the term of this Lease (and any renewal) its
proportionate share of the costs and expenses incurred by Landlord in connection
with the operation and maintenance of the Premises, Building and the Property
(hereinafter "Operating Costs") over an actual amount for Operating Costs for
calendar year 1998. The foregoing Operating Costs shall be limited to those
costs and expenses incurred by Landlord in (a) janitorial services (b) building
insurance (c) property management fees (d) fire protection and fire system
monitoring (e) common area lighting (f) water and sewer service (g) elevator
service (h) trash removal (i) security system operation j) changes or fees for
governmental permits (k) premiums for hazard, liability, worker's compensation
or similar insurance upon any or all of the Property and (1) the cost of any
other items which, under generally accepted accounting principals consistently
applied from year to year with respect to the Property, constitute operating or
maintenance costs attributable to any or all of the {Prope-ty and shall exclude
costs associated with the renovation of the Property including but not
necessarily limited to the roof, structural supports and facade.
4.1.6 Payment of Passthrouph Expenses After the end of each calendar year during
the Term, the Landlord shall compute the total of the Operating Costs incurred
for all of the Property during such calendar year, and shall compare Operating
Costs to that of the Base year Operating Costs. In the event the Operating Costs
for any given year exceed the Operating Costs of the Base Year then Tenant will
pay to Landlord the difference, based on its proportionate share of space
leased. Such difference shall be paid to Landlord within thirty (30) days after
demand by the Landlord. Such demand will be provided in accordance with Lease
Section 20 and accompanied by a statement setting forth such Operating Costs and
itemized Building expense statements for the Base Year and year(s) for which
Tenant is being billed.
4.1.7. Landlord's right to estimate. Anything contained in the foregoing
provisions of this subsection to the contrary notwithstanding, the Landlord may,
at its discretion, (a) make from time to time during the Term a reasonable
estimate of the Additional Rent which may become due under such provisions for
any calendar year, (b) require the Tenant to pay to the Landlord for each
calendar month during such year one twelfth (1/12) of such Additional Rent, at
the time and in the manner that the Tenant is required hereunder to pay the
monthly installment of the Base Rent for such month, and (c) at the Landlord's
reasonable discretion, increase or decrease from time to time during such
calendar year the amount initially so estimated for such calendar year, all by
giving the Tenant written notice thereof, provided in accordance with Lease
Section 19 accompanied by a schedule setting forth in reasonable detail the
expenses comprising the Operating Costs, as so estimated. In such event, the
Landlord shall cause the actual amount of such Additional Rent to be computed
and certified to the Tenant within 120 days after the end of such calendar year,
and the Tenant or the Landlord, as the case may be, shall promptly thereafter
pay to the other the amount of any deficiency or overpayment therein, as the
case may be.
4.2. When due and payable.
4.2.1. The Base Rent for any Lease Year shall be due and payable in twelve (12)
consecutive, equal monthly installments, in advance, on the first (1st) day of
each calendar month during such Lease Year. For instance, the annual rental
payments for the first year of the lease is $52,500; therefore, rental payments
for year one will be payable in 12 equal monthly payments of $4,375 on the first
day of each calendar month.
4.2.2. Any Additional Rent accruing under any provision of this Lease shall,
except as is otherwise set forth herein, be due and payable when the installment
of the Base Rent next falling due after such Additional Rent accrues becomes due
and payable.
4.2.3. Each such payment shall be made promptly when due, without any deduction
or setoff whatsoever, and without demand. Any payment made by the Tenant to the
Landlord on account of Rent may be credited by the Landlord to the payment of
any Rent then past due before being credited to Rent currently falling due. Any
such payment which is less than the amount of Rent then due shall constitute a
payment made on account thereof, the parties hereto hereby agreeing that the
Landlord's acceptance of such payment (whether or not with or accompanied by an
endorsement or statement that such lesser amount or the Landlord's acceptance
thereof constitutes payment in full of the amount of Rent then due) shall not
alter or impair the Landlord's rights hereunder to be paid all of such amount
then due, or in any other respect.
4,3. Where Payable. The Tenant shall pay the Rent, in lawful currency of the
United States of America, to the Landlord by delivering or mailing it to the
Landlord's address which is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ set forth hereinabove, or to such other address or in such other manner as
the Landlord from time to time specifies by written notice to the Tenant.
4.4 Advance Rent Upon execution of this lease, Tenant agrees to pay to Landlord
one (1) month of advance rent in the amount of $4,375.00. Such advance rent
shall be applied towards rental payments for January,1998.
4.5 {Security Deposit Upon execution of the lease, tenant agrees to pay to
Landlord a security deposit in the amount of $6,348.75
Section 5. Use of Premises.
5.1. The Tenant shall, throughout the Term, occupy and use the Premises for and
only for general office purposes and general photo copying services.
5.2. In its use of the Premises and the remainder of the Property, the Tenant
shall not violate any applicable law, ordinance or regulation, and shall comply
with all applicable laws relating to its specific occupancy and use of the
Premises.
Section 6. Tenant's Proportionate Share
For calculation purposes, the Tenant's proportionate share of office space
leased is 1 1.7% of the entire office area. Such determination is calculated
based on Tenant's rentable square footage (5,079 square feet) divided by the
total rentable square footage of office space on floors 2-6 which is 43,320
square feet.
Section 7. Utilities
a) Tenant shall pay all costs of electricity, gas, power, telephone and other
utilities used or consumed on their premises located within Tenant's suite of 22
Light Street, and there shall be no obligation of the Landlord to furnish same.
Notwithstanding the aforegoing, Tenant agrees to maintain sufficient heat within
the Premises so that the sprinkler system remains in operation at all times. The
Landlord may have Tenant's premises separately metered.
In the event the above utilities are not separately metered and/or billed,
Tenant shall pay its proportionate share of said utilities based on an
allocation to be made by the Landlord in the exercise of reasonable judgement.
b) Landlord shall, under no circumstances, be liable to Tenant, in damages or
otherwise, for any interruption in the service of water, electricity, gas,
heating, air-conditioning or other utilities or services caused by an
unavoidable delay, by the making of any necessary repairs or improvements or by
any cause beyond Landlord's reasonable control.
Section 8. Insurance and indemnification.
8.1. Increase in risk. The Tenant (a) shall not do or permit to be done any act
or thing as a result of which either (1) any policy of insurance of any kind
covering (1) any or all of the Property or (2) any liability of the Landlord in
connection therewith may become void or suspended, or (ii) the insurance risk
under any such policy would (in the opinion of the insurer thereunder be made
greater; and (b) shall pay as Additional Rent the amount of any increase in any
premium for such insurance resulting from any breach of such covenant, within
ten (10) days after the Landlord notifies the Tenant in writing of such
increase.
8.2. Insurance to be maintained by Tenant
8.2.1. The Tenant shall maintain at its expense, throughout the Term, insurance
against loss or liability in connection with bodily injury, death, property
damage or destruction, occurring within the Premises or arising out of the use
thereof by the Tenant or its agents, employees, officers, subtenants, invitees,
visitors and guests, under one or more policies of general public liability
insurance having such limits as to each as are reasonably required by the
Landlord from time to time, but in any event of not less than (a) Two Million
Dollars ($2,000,000) for bodily injury to or death of any person or persons and
damage to property. Each such policy shall (a) name Tenant as the insured
thereunder and the Landlord (and, at the Landlord's request, any mortgagee), as
additional insureds, (b) by its terms, be considered primary and
non-contributory with respect to any other insurance carried by the Landlord or
its successors and assigns, (c) by its terms, be cancelable only on at least
thirty (30) days' prior written notice to the Landlord (and, at the Landlord's
request, any such Mortgagee), and (d) be issued by an insurer of recognized
responsibility licensed to issue such policy in Maryland.
8.2.2. (a) At least five (5) days before the Commencement Date, the Tenant shall
deliver to the Landlord a certificate of such policy and (b) at least
thirty (30) days before any such policy expires, the Tenant shall deliver to the
Landlord a certificate of a replacement policy therefor; provided, that so long
as such insurance is otherwise in accordance with the provisions of this
Section, the Tenant may carry any such insurance under a blanket policy covering
the Premises for the risks and in the minimum amounts specified in paragraph
8.2.1, in which event the Tenant shall deliver to the Landlord two (2) insurer's
certificates therefor in lieu of an original or a copy thereof, as aforesaid.
8.3. Insurance to be maintained by Landlord. The Landlord shall maintain
throughout the Term all-risk
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fire and extended coverage insurance upon the Building, in at least such minimum
amounts and having at least such forms of coverage as are required from time to
time by the Landlord's lender. The cost of the premiums for such insurance and
of each endorsement thereto shall be deemed, for purposes of the provisions of
Section 4.1.4., to be a cost of operating and maintaining the Property.
8.4. Waiver of subrogation. If either party hereto is paid any proceeds under
any policy of insurance naming such party as an insured, on account of any loss
or damage, then such party hereby releases the other party hereto, to and only
to the extent of the amount of such proceeds, from any and all liability for
such loss or damage, notwithstanding that such loss, damage or liability may
arise out of the negligent or intentionally tortious act Or omission of the
other party, its agents or employees; provided, that such release shall be
effective only as to a loss or damage occurring while the appropriate policy of
insurance of the releasing party provides that such release shall not impair the
effectiveness of such policy or the insured's ability to recover thereunder.
Each party hereto shall use reasonable efforts to have a clause to such effect
included in its said policies. In the event Landlord is unable to have a Waiver
of Subrogation clause in its policy, then neither Landlord nor Tenant will be
obligated to have such clause in its policy.
8.5. Liability of parties. Except if and to the extent that such party is
released from liability to the other party hereto pursuant to the provisions of
subsection 8.4,
8.5.1. the Landlord (a) shall be responsible for, and shall defend, indemnify
and hold harmless the Tenant against and from any and all liability or claim of
liability arising out of, any injury to or death of any person or damage to any
property, occurring anywhere upon the Property, if, only if and to the extent
that such injury, death or damage is proximately caused by the negligent or
intentionally tortious act or omission of the Landlord or its agents, officers
or employees, but {(b) shall not be responsible for or be obligated to defend,
indemnify or hold harmless the Tenant against or from any liability for any such
injury, death or damage occurring anywhere upon the {'3roperty (including the
Premises), (i) by reason of the Tenant's occupancy or use of the Premises
or any other portion of the Property, or {(ii) because of fire, windstorm, act
of God or other cause unless proximately caused by such negligent or
intentionally tortious act or omission of the Landlord, as aforesaid; and
8.5.2. excluding those situations in which the Landlord is obligated to
indemnify and hold harmless the Tenant under the provisions of paragraph 8.5.1,
the Tenant shall be responsible for, and shall defend, indemnify and hold
harmless the Landlord against and from, any and all liability or claim of
liability arising out of(a) the use, occupancy, conduct, operation or management
of the Premises during the Term, or {(b) any work or thing whatsoever done or
not done on the Premises during the Term, or {(c) any breach or default by the
Tenant in performing any of its obligations under the provisions of this Lease
or applicable law, or (d) any negligent, intentionally tortious or other act or
omission of the Tenant or any of its agents, contractors, servants, employees,
subtenants, licensees or invitees during the Term, or (e) any injury to or death
of any person or damage to any property occurring on the Premises during the
Term.
Section 9. Improvements to Premises.
9.1. By Landlord.
Landlord, at its cost, will buildout the Premises with building standard
material and within the specifications as outlined in Exhibit A.
9.2. Acceptance of Possession. Except for (a) latent defects or incomplete work
which would not reasonably have been revealed by an inspection of the Premises
made for the purpose of discovering the same when the Landlord delivers
possession of the Premises to the Tenant, and {(b) any other item of incomplete
work set forth on a "punch list" {prepared by the Tenant and approved in writing
by the Landlord before such delivery of possession, by its assumption of
possession of the Premises the Tenant shall for all purposes of the provisions
of this Lease be deemed to have accepted them and to have acknowledged them to
be in the condition called for hereunder.
9.3. By Tenant. The Tenant shall not make any alteration, addition or
improvement to the Premises without first obtaining the Landlord's written
consent thereto and to the identity of the contractor or other person
who would make the same which, in the case of non-structural alterations,
additions and improvements only, shall not unreasonably be withheld. If the
Landlord consents to any such proposed alteration, addition or improvement,
it shall be made at the Tenant's sole expense and the Tenant shall hold the
Landlord harmless from any cost incurred on account thereof, and at such time
and in such manner as not unreasonably to interfere with the use and enjoyment
of the remainder of the Property by any tenant thereof or other person.
9.4. Mechanics' liens. The Tenant shall (a) immediately after it is filed or
claimed, have released by bonding or otherwise any mechanics', materialman's or
other lien filed or claimed against any or all of the Premises,
the Property, or any other property owned or leased by the Landlord, by reason
of labor or materials provided for the Tenant or any of its contractors or
subcontractors (other than labor or materials provided by the Landlord
pursuant to the provisions of this Lease), or otherwise arising out of the
Tenant's use or occupancy of the Premises or any other portion of the Property,
and {(b) defend, indemnify and hold harmless the Landlord against and from
any and all liability, claim of liability or expense including, by way of
example rather than of limitation, that of reasonable attorneys' fees incurred
by the Landlord on account of any such lien or claim.
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9.5. Fixtures. Any and all improvements, repairs, alterations and all other
property attached to or otherwise installed as a fixture within the Premises by
the Landlord or the Tenant shall, immediately on the completion of their
installation, become the Landlord's property without payment therefor by the
Landlord, except that any machinery, equipment or fixtures installed by the
Tenant at no expense to the Landlord and used in the conduct of the Tenant's
trade or business rather than to service the Premises or any of the remainder of
the Building or the Property generally shall remain the Tenant's property, and
shall be removed by the Tenant at the end of the Term.
9.6. Materials Used Any improvements made to the Premises by either party hereto
shall be made only in a good and workmanlike manner, using new, first-class
materials.
Section 10. Maintenance and Services.
10.1. Janitorial and Trash Removal.
IO. 1. 1. The Landlord shall provide janitorial service and trash removal
service. Landlord shall strip the production area floor on a quarterly basis.
Tenant will be responsible for the cost of its trash dumpster.
10.2. Maintenance by Tenant. The Tenant shall maintain the {nonstructural
parts of the interior of the Premises in good repair and condition,
ordinary wear and tear excepted. Tenant shall also be responsible for
the care and cleaning of its production room floor.
10.3. Maintenance by Landlord. The Landlord shall {furnish, supply and
maintain in good order and repair (a) the roof, structure and
remainder of the exterior of the Building, {(b) any and all hallways,
stairways,
lobbies, elevators, sanitary sewer and water lines and facilities, {restroom
facilities, grounds, sidewalks (including the removal of snow from such
sidewalks), {(c) the plumbing, electrical and HVAC systems within the Building
including the Premises and other common areas, all if located within the
Building or the rest of the Property but not within the Premises unless stated
otherwise in the Lease, all at the Landlord's expense except for so much of such
expense as is to be borne by the Tenant under the provisions of Section 4.1.5.
or any other provision of this Lease.
Section I 1. Landlord's right of entry.
With reasonable notice except in the case of bona fide emergencies the Landlord
and its agents shall be entitled to enter the Premises at any time during the
Tenant's business hours and at any other reasonable time (a) to inspect the
Premises, {(b) to exhibit the Premises to any existing or prospective purchaser,
tenant or Mortgagee thereof, {(c) to make any alterations improvement or repair
to the Building or the Premises, or {(d) for any other purpose relating to the
operation or maintenance of the Property; provided, that the Landlord use
reasonable efforts to avoid thereby interfering more than is reasonably
necessary with the Tenant's use and enjoyment thereof.
Section 12. Fire and other casualties.
12.1. General. If the Premises are damaged by fire or other casualty during
the Term,
12.1.1. the Landlord shall restore the Premises with reasonable promptness
taking into account the time required by the Landlord to effect a settlement
with, and to procure any insurance proceeds from, any insurer against such
casualty, but in any event within one hundred eighty (I 80) days after the date
of such casualty to substantially the condition of the Premises immediately
before such casualty, and may temporarily enter and possess any or all of the
Premises for such purpose provided, that the Landlord shall not be obligated to
repair, restore or replace any fixture, improvement, alteration, furniture or
other property owned, installed or made by the Tenant, but
12.1.2. the times for commencement and completion of any such restoration shall
be extended for the period not longer than sixty (60) days of any delay
occasioned by the Landlord in doing so arising out of any of the causes
enumerated in the provisions of subsection 9. 1. If the Landlord undertakes to
restore the Premises and such restoration is not accomplished within the said
period of one hundred eighty (180) days plus the period of any extension
thereof, as aforesaid, the Tenant may terminate this Lease by giving written
notice thereof to the Landlord within thirty (30) days after the expiration of
such period, as so extended; and 12.1.3. so long as the Tenant is deprived of
the use of any or all of the Premises on account of such casualty, the Base Rent
and any Additional Rent payable under the provisions of subsection 4.1.4 shall
be abated in proportion to the number of square feet of the Premises rendered
substantially unfit for occupancy by such casualty, unless, because of any such
damage, the undamaged portion of the Premises is made materially unsuitable
for use by the Tenant for the purposes set forth in the provisions of Section 5,
in which event the Base Rent and any such Additional Rent shall be abated
entirely during such period of deprivation.
12.2. Substantial destruction. Anything contained in the foregoing
provisions of this Section to the contrary notwithstanding,
12.2.1. if during the Term the Building is so damaged by fire or other casualty
that (a)either the
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Premises or (whether or not the Premises are damaged) the Building are rendered
substantially unfit for occupancy, as reasonably determined by the Landlord, or
{(b) the Building is damaged to the extent that the Landlord reasonably elects
to demolish the Building, or if any Mortgagee requires that any or all of such
insurance proceeds be used to retire any or all of the debt secured by its
Mortgage, then in any such case the Landlord may elect to terminate this Lease
as of the date of such casualty, by giving written notice thereof to the Tenant
within thirty (30) days after such date; and
12.2.2. in such event, (a) the Tenant shall pay to the Landlord the Base Rent
and any Additional Rent payable by the Tenant hereunder and accrued through the
date of such termination, (b) the Landlord shall repay to the Tenant any and all
prepaid Rent for periods beyond such termination, and (c) the Landlord may enter
upon and repossess the Premises without further notice.
12.3. Tenant's negligence. Anything contained in any provision of this Lease to
the contrary notwithstanding, if any such damage to the Premises, the Building
or both are caused by or result from the negligent or intentionally tortious act
or omission of the Tenant, those claiming under the Tenant or any of their
respective officers, employees, agents or invitees, (a) the Rent shall not be
suspended or apportioned as aforesaid, and (b) except if and to the extent that
the Tenant is released from liability therefor pursuant to the provisions of
subsection 8.4, the Tenant shall pay to the Landlord upon demand, as Additional
Rent, the cost of (i) any repairs and restoration made or to be made as a result
of such damage.
Section 13. Condemnation.
13.1. Right to award.
13.1.1. If any or all of the Premises or the remainder of the Property are taken
by the exercise of any power of eminent domain or are conveyed to or at the
direction of any governmental entity under a threat of any such taking (each of
which is hereinafter referred to as a "Condemnation"), the Landlord shall be
entitled to collect from the condemning authority thereunder the entire amount
of any award made in any such proceeding or as consideration for such
conveyance, without deduction therefrom for any {leasehold or other estate or
right held by the Tenant under this Lease.
13.1.2. The Tenant hereby (a) assigns to the Landlord all of the Tenant's right,
title and interest, if any, in and to any such award; {(b) waives any right
which it may otherwise have in connection with such Condemnation, against the
Landlord or such condemning authority, to any payment for (i) the value of the
then- unexpired portion of the Term, (ii) {leasehold damages, and (iii) any
damage to or diminution of the value of the Tenant's {leasehold interest
hereunder or any portion of the Premises not covered by such Condemnation and
(c) agrees to execute any and all further documents which may be required to
facilitate the Landlord's collection of any and all such awards.
13.1.3. Subject to the operation and effect of the foregoing provisions of this
Section, the Tenant may seek, in a separate proceeding, a separate award on
account of any damages or costs incurred by the Tenant as a result of any
Condemnation of any or all of the Premises, so long as such separate award in no
way diminishes any award or payment which the Landlord would otherwise receive
as a result of such Condemnation.
13.2. Effect of Condemnation.
13.2. 1. If (a) all of the Premises are covered by a Condemnation, or {(b) any
part of the Premises is covered by a Condemnation and the remainder thereof is
insufficient for the reasonable operation therein of the Tenant's business, or
{(c) any of the Building is covered by a Condemnation and, in the Landlord's
reasonable opinion, it would be impractical to restore the remainder thereof, or
{(d) any of the rest of the Property is covered by a Condemnation and, in the
Landlord's reasonable opinion, it would be impractical to continue to operate
the remainder of the Property thereafter, then, in any such event, the Term
shall terminate on the date on which possession of so much of the Premises, the
Building or the rest of the Property, as the case may be, as is covered
by such Condemnation is taken by the condemning authority thereunder, and all
Rent (including, by way of example rather than of limitation, any Additional
Rent payable under the provisions of subsection 4.1.4, taxes and other
charges payable hereunder shall be apportioned and paid to such date.
13.2.2. If there is a Condemnation and the Term does not terminate pursuant to
the foregoing provisions of this subsection, the operation and effect of this
Lease shall be unaffected by such Condemnation, except that the Base Rent and
any Additional Rent payable under the provisions of subsection 4.1.4 shall be
reduced in proportion to the square footage of floor area, if any, of the
Premises covered by such Condemnation.
13.3. If there is a Condemnation, the Landlord shall have no liability to the
Tenant on account of any (a) interruption of the Tenant's business upon the
Premises, {(b) diminution in the Tenant's ability to use the Premises, or {(c)
other injury or damage sustained by the Tenant as a result of such Condemnation.
13.4. Except for any separate proceeding brought by the Tenant under the
provisions of paragraph 13.1.3, the Landlord shall be entitled to conduct any
such condemnation proceeding and any settlement thereof free of interference
from the Tenant, and the Tenant hereby waives any right which it otherwise has
to participate therein.
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Section 14. {Assignment and subletting.
a) Tenant shall not assign its interest in nor sublet the Premises in whole or
in part without the Landlord's prior written consent first had and obtained,
which consent shall not be unreasonably withheld. In the event the Premises are
sublet or assigned, Tenant shall continue to be and remain liable to the
Landlord for the performance of all it its obligations, covenants and conditions
of this Lease, notwithstanding the fact that the assignment or subletting is
made with the Landlord's consent. Any assignment or sale under execution or
other legal process or by virtue of bankruptcy or insolvency not in the ordinary
course of business, or the appointment of a trustee or a receiver, voluntarily
or involuntarily, by operation of law or otherwise, shall be deemed an
assignment within the meaning of this section. Notwithstanding the foregoing,
Tenant shall have the right to assign this Lease or any of its rights hereunder
or sublease any or all of the Premises to any subsidiary, affiliate or related
company of the Tenant without the consent of the Landlord.
{b) Tenant shall pay to Landlord, all reasonable costs and expenses, including
reasonable attorney's fees incurred by Landlord, in connection with any
subleasing of the Premises or any part thereof or any assignment of
this Lease by the Tenant, such subletting or assignment being subject to the
prior written consent of the Landlord as {hereinabove provided. In the event
Landlord gives Tenant consent for subleasing of the Premises or assignment
of this Lease, that consent shall not be considered as consent to any future
assignment or subletting.
{c) In the event Tenant assigns this Lease or any of its rights hereunder or
subleases any or all of the Premises, and Landlord consents to such assignment
or sublease, Tenant shall furnish to Landlord as part of said consent request
the proposed terms of the assignment of sublease. In the event that the amount
of base rent received by Tenant as Sublessor or Assignor is greater than the
Base Rent paid by Tenant under Section 4 hereunder, such amount above the base
rental payments and additional rent shall be shared equally between Landlord and
Tenant after deducting any marketing or Tenant Improvement costs incurred by
Tenant. Such sum is due Landlord (1) in the event of a sum paid Tenant for its
rights under this Lease, immediately at the commencement of such assignment of
sublease; or (2) payable monthly on the same date the Base Rent under this Lease
is due.
Section 15. Subordination; attornment and non-disturbance.
15.1. Subordination. This Lease shall be subject and subordinate to the
lien, operation and effect of each mortgage, deed of trust, ground lease and/or
other, similar instrument of encumbrance now or at any time hereafter
during the Term covering any or all of the Premises or the remainder of the
Property and each renewal, modification, consolidation, replacement or extension
thereof (each of which is herein referred to as a "Mortgage"), all auto-
matically and without the necessity of any action by either party hereto.
15.2. {Attornment and non-disturbance. The Tenant shall, promptly after receipt
of written notice provided in accordance with Lease Section 19 containing the
request of the Landlord or the holder of any Mortgage (herein
referred to as a "Mortgagee"), execute, seal, acknowledge and deliver such
further instrument or instruments
15.2.1. evidencing such subordination as the Landlord or such Mortgagee deems
necessary or desirable, and
15.2.2. at such Mortgagee's request attorning to such Mortgagee, provided that
such Mortgagee agrees with the Tenant that such Mortgagee will, in the event of
a foreclosure of any such mortgage or deed of trust or termination of any such
ground lease take no action to interfere with the Tenant's rights hereunder,
except on the occurrence of an Event of Default.
15.3. Anything contained in the provisions of this Section to the contrary
notwithstanding, any Mortgagee may at any time subordinate the lien of its
Mortgage to the operation and effect of this Lease without obtaining the
Tenant's consent thereto, by giving the Tenant written notice thereof, in which
event this Lease shall be deemed to be senior to such Mortgage without regard to
their respective dates of execution, delivery and/or recordation among
the Land Records of the said County, and thereafter such Mortgagee shall have
the same rights as to this Lease as it would have had, were this Lease executed
and delivered before the execution of such Mortgage.
Section 16. Default.
16.1. Definition: As used in the provisions of this Lease, each of the following
events shall constitute, and is hereinafter referred to as, an "Event of
Default":
16.1.1. If the Tenant fails to (a) pay any Rent or any other sum which it is
obligated to pay by any provision of this Lease, when and as due and payable
hereunder and without demand therefor, or {(b) perform any of its other
obligations under the provisions of this Lease; or 16.1.2. if the Tenant (a)
applies for or consents to the appointment of a receiver, trustee or
liquidator of the Tenant or of all or a substantial part of its assets, (b)
files a voluntary petition in bankruptcy or admits in writing its inability to
pay its debts as they come due, (c) makes an assignment for the benefit of its
creditors, (d) files a petition or an answer seeking a reorganization or an
arrangement with creditors, or seeks to take advantage of any insolvency law,
(e) performs any other act of bankruptcy, or (f) files an answer admitting the
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material allegations of a petition filed against the Tenant in any bankruptcy,
reorganization or insolvency proceeding; or
16.1.3. if (a) an order, judgment or decree is entered by any court of competent
jurisdiction adjudicating the Tenant a bankrupt or an insolvent, approving a
petition seeking such a reorganization, or appointing a receiver, trustee or
liquidator of the Tenant or of all or a substantial part of its assets, or {(b)
there otherwise commences as to {the Tenant or any of its assets any proceeding
under any bankruptcy, reorganization, arrangement, insolvency, readjustment,
receivership or similar law, and if such order, judgment, decree or proceeding
continues unstayed for more than sixty (60) consecutive days after any stay
thereof expires; or
16.2. Notice to Tenant; grace period. Anything contained in the provisions of
this Section to the contrary notwithstanding, on the occurrence of an Event of
Default the Landlord shall not exercise any right or remedy on account thereof
which it holds under any provision of this Lease or applicable law unless and
until
16.2.1. the Landlord has given written notice thereof to the Tenant, and
16.2.2. the Tenant has failed, (a) if such Event of Default consists of a
failure to pay money, within ten (1O) days thereafter to pay all of such money,
or (b) if such Event of Default consists of something other than a failure to
pay money, within thirty (30) days thereafter to cure such Event of Default or,
if and only if such Event of Default is not reasonably curable within such
period of thirty (30) days, to proceed within such period actively, diligently
and in good faith to begin to cure such Event of Default and to continue
thereafter to do so until it is fully cured.
16.2.3. No such notice shall be required to be given, and even if the Landlord
gives such notice the Tenant shall be entitled to no such grace period, (i) in
any emergency situation in which, in the Landlord's reasonable judgment, it is
necessary for the Landlord to act to cure such Event of Default without giving
such notice, or (ii) more than twice during any twelve (12) month period.
16.3. Landord's rights on Event of Default.
16.3.1. On the occurrence of any Event of Default ,the Landord may subject to
the operation and effect of the provisions of subsection 16.2 take any or all of
the following actions:
(a) reenter and repossess any or all of the Premises and any or all
improvements thereon and additions thereto; and/or
(b) terminate this Lease by giving written notice of such termination to the
Tenant, which termination shall be effective as of the date of such notice or
any later date therefor specified by the Landlord therein provided, {that
without limiting the generality of the foregoing provisions of this subparagraph
16.3. 1(c), the Landlord shall not be deemed to have accepted any abandonment or
surrender by the Tenant of any or all of the Premises or the Tenant's leasehold
estate under this Lease unless the Landlord has so advised the Tenant expressly
and in writing, regardless of whether the Landlord has reentered or relet any or
all of the Premises or exercised any or all of the Landlord's other rights under
the provisions of this Section or applicable law; and/or
(c) in the Landlord's own name but either (i) as agent for the Tenant, if this
Lease has not then been terminated, or (ii) on the Landlord's own behalf, if
this Lease has then been terminated, relet any or all of the Premises with or
without any additional premises, for any or all of the remainder of the Term or,
if this Lease has then been terminated, for any or all of the period which
would, but for such termination, have constituted the remainder of the Term or
for a period exceeding such remainder, on such terms and subject to such
conditions as are acceptable to the Landlord in its sole and absolute discretion
including, by way of example rather than of limitation, the alteration of any or
all of the Premises in any manner which, in the Landlord's judgment, is
necessary or desirable as a condition to or otherwise in connection with such
reletting, and the allowance of one or more concessions or "free-rent" or
reduced-rent periods, and collect and receive the rents therefor. Anything
contained in the provisions of this Lease or applicable law to the contrary
notwithstanding, (1) the Landlord shall not have any duty or obligation to
{relet any or all of the Premises as the result of any Event of Default, or any
liability to the Tenant or any other person for any failure to do so or to
collect any rent or other sum due from any such reletting;
(ii) the Tenant shall have no right in or to any surplus which may be derived by
the Landlord from any such {reletting, in the event that the proceeds of such
{reletting exceed any Rent, installment thereof or other sum owed by
the Tenant to the Landlord hereunder; and, (iii) the Tenant's liability
hereunder shall not be diminished or affected by any such failure to relet or
the giving of any such initial or other concessions or "free-rent" or reduced
rent period in the event of any such reletting. In such event, the Tenant shall
pay to the Landlord, at the times and in the manner specified by the provisions
of Section 2, both (i) the installments of the Base Rent and any Additional Rent
accruing during such remainder or, if this Lease has then been terminated,
damages equaling the respective amounts of such installments of the Base Rent
and any Additional Rent which would have accrued during such remainder,
had this Lease not been terminated, less any monies received by the Landlord
with respect to such remainder from such reletting of any or all of the
Premises, plus {(ii) the cost to the Landlord of any such reletting (including,
by way
of example rather than of limitation, any attorneys' fees, leasing or brokerage
commissions, repair or improvement expenses and the expense of any other actions
taken in connection with such reletting), plus (iii) any other sums for which
the Tenant is liable under the provisions of paragraph 16.3 and the Tenant
hereby waives any and all rights which it may have under applicable law, the
exercise of which would be inconsistent with the foregoing provisions
of this subparagraph 16.3.I(d); and/or
(d) cure such Event of Default in any other manner; and/or
(e) pursue any combination of such remedies and/or any other right or remedy
available to the Landlord on account of such Event of Default under this Lease
and/or at law or in equity.
(f) collect entire amount of rent due for the remainder of the lease term at
time of default.
16.3.2. No such expiration or termination of this Lease, or summary proceedings,
abandonment or vacancy, shall relieve the Tenant of any of its liabilities and
obligations under this Lease (whether or not any or all of the Premises are
relet); accordingly, in any such event the Tenant shall pay to the Landlord the
Rent and all other charges required to be paid by Tenant up to the time of such
event, and thereafter
(a) at any time after the expiration or termination of this Lease pursuant to
this Section 16, in lieu of collecting any further monthly installments, as
aforesaid, the Landlord shall be entitled to recover from the Tenant, and the
Tenant shall pay to the Landlord, on demand, damages computed in the manner
set forth in clause (i) of subparagraph 16.3.2(b), minus the amount of any such
monthly installments previously recovered from the Tenant; and
(b) in the case of any Event of Default under the provisions of paragraphs
16.1.2 or 16.1.3, the Landlord shall immediately and automatically, without the
necessity of notice or other action by the Landlord, become entitled to recover
from the Tenant as damages for such breach, in addition to any damages or
other payments becoming due from the Tenant under any other provision of this
Lease, an amount equaling the difference between the Base Rent and the
Additional Rent reserved in this Lease from the date of such breach to the
date of the expiration of the Term and the then-fair and reasonable rental value
of the Premises for the same period. Such damages shall become due and payable
to the Landlord immediately upon the occurrence of such Event of Default and
without regard to whether or, if so, how this Lease is terminated.
16.3.3. Each party hereto hereby waives any right which it may otherwise have at
law or in equity to a trial by jury in connection with any suit or proceeding at
law or in equity brought by the other against the waiving party or which
otherwise relates to this Lease, as a result of an Event of Default or
otherwise.
16.4. Default by Landlord. If the Landlord violates any of its obligations under
the provisions of this Lease, the Tenant may (subject to the operation and
effect of the provisions of paragraph 4.2.3, requiring the Tenant to pay all
Rent when due, without deduction or set-off whatsoever) exercise any right or
remedy which it holds on account thereof hereunder, at law or in equity;
provided, that if any or all of the Premises is then subject to any first
Mortgage, the Tenant shall not exercise any of its rights or remedies on account
thereof unless and until it has given written notice of its intention to do so,
by certified or registered mail, return receipt requested, to the Mortgagee
under such first Mortgage, specifying therein the nature of such default in
reasonable detail, and unless such Mortgagee has not cured such default on the
Landlord's behalf within thirty (30) days after such notice is given.
See Rider 8
Section 17. Estoppel certificate.
The Tenant shall from time to time, within ten (10) days after being requested
to do so by written notice provided in accordance with Lease Section 19, by the
Landlord or any Mortgagee, execute, enseal, acknowledge and
deliver to the Landlord or, at the Landlord's request, to any existing or
prospective purchaser, transferee, assignee or Mortgagee of any or all of the
Premises, the Property, any interest therein or any of the Landlord's rights
under this Lease an instrument in recordable form,
17.1. certifying (a) that this Lease is unmodified and in full force and effect
or, if there has been any modification thereof, that it is in full force
and effect as so modified, stating therein the nature of such modification;
(b) as to the dates to which the Base Rent and any Additional Rent and other
charges arising hereunder have been paid; (c) as to the amount of any prepaid
Rent or any credit due to the Tenant hereunder; (d) that the Tenant has accepted
possession of the Premises, and the date on which the Term commenced; (e) as to
whether, to the best knowledge, information and belief of the signer of such
certificate, the Landlord or the Tenant is then in default in performing any of
its obligations hereunder and, if so, specifying the nature of each such
default; and (f) as to any other fact or condition reasonably requested by the
Landlord or such other addressee; and
17.2. acknowledging and agreeing that any statement contained in such
certificate may be relied upon by the Landlord and any such other addressee.
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Section 18. Quiet enjoyment.
The Landlord hereby covenants that the Tenant, on paying the Rent and performing
the covenants set forth herein, shall peaceably and quietly hold and enjoy,
throughout the Term, (a) the Premises, and {(b) such rights as the Tenant may
hold hereunder with respect to the remainder of the Property. Nothing in the
provisions of this Lease shall be deemed to impose upon the Landlord any
liability on account of any act or failure to act by any person other than the
Landlord or, where expressly so provided herein, the Landlord's agents and
employees.
Section 19. Intentionally Omitted
Section 20. Notices.
Any notice, demand, consent, approval, request or other communication or
document to be provided hereunder to a party hereto shall be (a) in writing, and
(b) deemed to have been provided (i)(1) forty-eight (48) hours after being sent
as certified or registered mail in the United States mails, postage prepaid,
return receipt requested, or (2) thy next business day after having been
deposited in time for delivery by such service on such business day with Federal
Express or another national courier service, or (3) if such party's receipt
thereof is acknowledged in writing upon having been sent by {telefax or another
means of immediate electronic communication, in each case to the address of such
party set forth hereinabove or to such other address in the United States of
America as such party may designate from time to time by notice to each other
party hereto, or (ii) upon being given by hand or other actual delivery with a
written acknowledgement of receipt to such party. See Rider 14
Section 21. General.
21.1. Effectiveness. This Lease shall become effective upon and only upon its
execution and delivery by each party hereto.
21.2. Complete understanding. This Lease represents the complete understanding
between the parties hereto as to the subject matter hereof, and supersedes all
prior written or oral negotiations, representations, warranties, statements or
agreements between the parties hereto as to the same. No inducements,
representations, understandings or agreements have been made or relied upon in
the making of this Lease, except those specifically set forth in the provisions
of this Lease. Neither party hereto has any right to rely on any other prior or
contemporaneous representation made by anyone concerning this Lease which is not
set forth herein.
21.3. Amendment. This Lease may be amended by and only by an instrument executed
and delivered by each party hereto.
21.4. Applicable law. This Lease shall be given effect and construed by
application of the law of Maryland, and any action or proceeding arising
hereunder shall be brought in the courts of Maryland; provided, that
if such action or proceeding arises under the Constitution, laws or treaties of
the United States of America, or if there is a diversity of citizenship between
the parties thereto, so that it is to be brought in a United States District
Court, it shall be brought in the United States District Court for the District
of Maryland or any successor federal court having original jurisdiction.
21.5. Waiver. The Landlord shall not be deemed to have waived the exercise of
any right which it holds hereunder unless such waiver is made expressly and in
writing (and no delay or omission by the Landlord in exercising any such right
shall be deemed a waiver of its future exercise). No such waiver made as to any
instance involving the exercise of any such right shall be deemed a waiver as to
any other such instance, or any other such right. Without limiting the
generality of the foregoing, no action taken or not taken by the Landlord under
the provisions of this Section or any other provision of this Lease including,
by way of example rather than of limitation, the Landlord's acceptance of the
payment of Rent after the occurrence of any Event of Default shall operate as a
waiver of any right to be paid a late charge or of any other right or remedy
which the Landlord would otherwise have against the Tenant on account of such
Event of Default under the provisions of this Lease or applicable law
the Tenant hereby acknowledging that, in the interest of maintenance of good
relations between the Landlord and the Tenant, there may be instances in which
the Landlord chooses not immediately to exercise some or all of its rights on
the occurrence of an Event of Default.
21.6. Time of essence. Time shall be of the essence of this Lease.
21.7. Headings. The headings of the Sections, subsections, paragraphs and
{subparagraphs hereof are provided herein for and only for convenience of
reference, and shall not be considered in construing their contents.
21.8. Definitions. As used herein, (a) the term "person" means a natural
person, a trustee, a corporation, a partnership and any other form of legal
entity; and (b) all references made (i) in the neuter, masculine or feminine
gender shall be deemed to have been made in all such genders, (ii) in the
singular or plural number shall be deemed to have been made, respectively, in
the plural or singular number as well, and (iii) to any Section, subsection,
paragraph or subparagraph shall, unless therein expressly indicated to the
contrary, be deemed to have been made to such Section, subsection, paragraph or
subparagraph of this Lease.
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21.9. Exhibits. Each writing or plat referred to herein as being attached
hereto as an exhibit or otherwise designated herein as an exhibit hereto is
hereby made a part hereof
21.10. Severability. No determination by any court, governmental body or
otherwise that any provision of this Lease or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any other such provision, or (b) such provision in any circumstance not
controlled by such determination. Each such provision shall be valid and
enforceable to the fullest extent allowed by, and shall be construed wherever
possible as being consistent with, applicable law.
21.1 1. Definition of "the Tenant". As used herein, the term "the Tenant" means
each person hereinabove named as such and such person's heirs, personal
representatives, successors and assigns, each of whom shall have the same
obligations, liabilities, rights and privileges as it would have possessed had
it originally executed this Lease as the Tenant; provided, that no such right or
privilege shall inure to the benefit of any assignee of the Tenant, immediate or
remote, unless the assignment to such assignee is made in accordance with the
provisions of Section 1O. Whenever two or more persons constitute the Tenant,
all such persons shall be jointly and severally liable for performing the
Tenant's obligations hereunder.
Section 22. Deliveries. Tenant agrees to use the freight elevator located on
the north side of the building for all of its paper good deliveries.
Section 23. Expansion Option. Tenant is granted a Right of First Refusal for
the remaining space as outlined in Exhibit B. In this event, Landlord agrees to
notify ▇▇▇▇▇▇ ▇▇▇▇ of the potential leaseup of the remaining space
on the second floor of 22 Light Street. In the event Tenant is interested in
leasing the remaining space on the second floor, then ▇▇▇▇▇▇ ▇▇▇▇ must notify
Landlord within 5 business days, via certified mail, of its intent to lease the
space at its current terms as stipulated in this lease. As far as buildout is
concerned, Landlord will fully buildout the additional space if the space is
leased by Tenant no later than January 1, 2001.
Section 24. Miscellaneous. From time to time, the Tenant may seek to refinance
the certain obligations of the Tenant existing as of the date hereof. In this
regard, Tenant may ask a lender or lenders (the "Lenders") to provide
refinancing for the Tenant, which refinancing may be secured, among other
things, all of Tenant's equipment set forth in Exhibit {C attached hereto,
together with all accessions to, products of and proceeds thereof (collectively
the "Collateral"). Future Landlord's waiver shall not be unreasonably withheld
for pieces of equipment which cost in excess of $50,000.
Any Landlord's lien, right of distraint or levy or security interest which the
Landlord may now or hereafter acquire in any of the Collateral for unpaid rent
or otherwise, whether by virtue of a lease, landlord-tenant relationship, statue
or otherwise shall be subordinated Collateral now or hereafter held by the
Lenders.
(Signature page follows on page 15)
-14-
IN WITNESS WHEREOF, each party hereto has executed and ensealed this Lease or
caused it to be executed and ensealed on its behalf by its duly authorized
representatives, the day and year first above written.
WITNESS or ATTEST:
(SEAL)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Vice President
On-Site Sourcing Inc.
By: (SEAL
Landlord
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Managing Member
22 Light Street, LLC
As condition to entering into this Lease Agreement, On-Site Sourcing, Inc. has
agreed to guarantee the full and timely payment of all monies due to Landlord as
stipulated in this Lease.
STATE OF Maryland
CITY/COUNT OF I HEREBY CERTIFY that on this 22,day of August 1997,
before me the undersigned officer, personally appeared who acknowledged
himself/herself to be the VP Finance of On-Site Sourcing, Inc., and that he, in
such capacity, being authorized to executed the foregoing instrument for the
purposes therein contained, by signing his/her name as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of On-Site
Sourcing, Inc.
IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Notary Public
My Commission expires:
FIRST AMENDMENT TO AGREEMENT OF LEASE
THIS {FIR$T AMENDMENT TO AGREEMENT OF LEASE ("Amendment") is made as
of February 12th 1998 by and between ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, {LLC A Maryland Limited
Liability Company (the "Landlord") and On-Site Sourcing, Inc. and each of their
successors and assigns ("Tenant").
RECITAILS
R.1. By that Agreement of Lease dated August 25, 1997 (the "Original Lease"),
the Landlord leased to the Tenant and the Tenant leased from the Landlord
certain space in a building with an address at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ("Building"). Terms defined in the Original Lease have the same meaning
in this Amendment, unless otherwise noted.
R.2. Landlord and Tenant desire to amend the terms and conditions of the
Original Lease to reflect an expansion of the Premises on the second floor of
the Building.
NOW, THEREFORE, in consideration of the above Recitals and for other good and
valuable consideration, the receipt and sufficiency of which is mutually
acknowledged, the parties agree as follows:
I . Recitals. All of the above-referenced Recitals are incorporated into
and made a substantive part hereof.
2. Definitions. Unless otherwise defined herein, all capitalized terms
herein shall have the meaning set forth in the Original Lease.
3 . Modification of Original Lease. The Original Lease is hereby amended as
follows:
a. 2. 1. 1. Original Term. The lease term is hereby amended whereas the
entire Premises (the Original Premises and Additional Premises) shall run in
full force and effect through February 14, 2008. February 14, 2008 is the
termination date.
{b. The rentable square feet of floor area of the Premises is increased by an
additional 3,190 rentable square feet ("Additional Space" ) of floor area on the
second floor of the Building, and any reference in the Original Lease to 5,079
rentable square feet of floor area is hereby deleted and replaced with 8,269
rentable square feet of floor area. Anyreference in the Original Lease to
Tenant's Operating Cost Percentage or to 11.7% shall hereafter mean 19.1%
d. Occupancy of Additional Space: Tenant may occupy the Additional Space the
sooner of {i) 45 days after completion of construction documents or {ii) at such
time space is complete.
I
e. Section 4. 1.1 of the Original Lease is deleted in its entirety and
replaced with the following:
4.1.1 Base Rent. Annual base rent (hereinafter referred to as "the Base Rent")
shall be payable by Tenant to Landlord as follows:
Monthly Payment Annual Payment
{2/l/98 - 2/28/98 $4,375.00
{3/l/98 - 3/31/98 $4,375.00
{4/l/98 - 4/30/98 $4,375.00
{5/l/98 - 5/31/98 $4,375.00
{6/l/98 - 6/30/98 $4,375.00
{7/l/98 - 7/31/98 $4,375.00
{8/l/98 - 8/31/98 $8,362.50
{9/l/98 - 9/30/98 $9,444.61
{10/l/98 - 10/31/98 $10,526.71
Year 2 of the Lease
(November 1, 1998 -
October 31, 1999): $10,646.34 $127,756.05
Years 3 through 10 shall each commence on November 1 of the respective year and
the annual rental payment (paid on a monthly basis) shall increase 3% annually
beginning in year 3.
The above stated monthly rental payment shall be paid in accordance with Section
4.2 of the Original Lease.
f. Section 6 of the Original Lease is deleted in its entirety and replaced with
the following:
Section 6 Tenant's Proportionate Share
For calculation purposes of any increase in Operating Expenses and Real Estate
Taxes, the Tenant's proportionate share of office space leased is 19.1% of the
entire office area. Such determination is calculated based on Tenant's rentable
square footage (8,269 square feet) divided by the total rentable square footage
of office space on floors 2-6 which is 43,320 square feet.
9. Tenant Improvements: Landlord will buildout the Expansion Premises with
similar materials and workmanship as that of the Original Premises. Landlord's
scope of work is maintaining the configuration of all existing offices already
existing in the Additional Premises, installing new ceiling tile and lighting,
installing new flooring and paint the entire Additional Premises. Additionally,
if requested by Tenant, Landlord will demolish or modify the existing wall
which is adjacent to Tenant's Original Premises to allow for contiguous space.
I
4. General. Any references in the Original Lease to the "Lease" or the
"Agreement" shall be deemed to include the Original Lease as modified hereby.
Except as modified hereby, all terms and conditions of the Lease shall continue
in full force and effect.
IN WITNESS WHEREOF, each party hereto as executed and ensealed this First
Amendment to Agreement of Lease or caused it to be executed and ensealed on its
behalf by its duly authorized representatives, the day and year first written
above.
WITNESS or ATTEST:
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tenant
-Site Sourcing, Inc
By: SEAL
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Managing Member
As condition to entering into this Lease Amendment, On-Site Sourcing, Inc. has
agreed to guarantee the full and timely payment of all monies due to Landlord as
stipulated in this Lease.