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EXHIBIT 10AJ
[THE ▇▇▇▇ ▇▇▇▇▇▇▇ COMPANY LETTERHEAD]
October 23, 1992
HAND DELIVERY
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
President & CEO
The ▇▇▇▇▇▇ National Bank
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
Washington, DC 20006
▇▇▇▇ ▇ ▇▇▇▇▇▇, N.W.
Dear ▇▇▇▇:
Enclosed are four (4) bluebacked copies of the Second Amendment to
Agreement of Lease between 1667 K Street N.W. Associates Limited Partnership and
▇▇▇▇▇▇ National Bank.
Please sign all of the copies and have each signature attested with seals
affixed. Upon completion, please return all four (4) originals to our office,
and we will, in turn, obtain the necessary signatures and approvals and return
one (1) fully executed copy to you.
Thank you for your attention to this matter. If you have any questions or
comments, please do not hesitate to call me.
Sincerely,
▇▇▇▇ ▇ ▇▇▇▇▇▇ N.W. Associates
Limited Partnership
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Managing General Partner
Enclosure
cc: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
DSA/mlg/0035K/18
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[▇▇▇▇▇▇ NATIONAL BANK LETTERHEAD]
November 3, 1992
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Suite 300 North
Washington, DC 20005
Dear ▇▇▇▇▇:
As you requested in your letter of October 23, 1992, enclosed
please find the four bluebacked copies of the Second Amendment to Agreement of
Lease by and between 1667 K Street, N.W. Associates Limited Partnership and The
▇▇▇▇▇▇ National Bank, fully executed on behalf of the Bank.
When all documents have been executed on behalf of the
Partnership, please return one copy to me for our files.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
President and Chairman
of the Board
Enclosures
WCH/jmb
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THE ▇▇▇▇ ▇▇▇▇▇▇▇ COMPANY
SECOND AMENDMENT
TO
AGREEMENT OF LEASE
This Second Amendment to Agreement of Lease (hereinafter called "Second
Amendment") is made as of the _______day of October, 1992 by and between 1667 K
Street N.W. Associates Limited Partnership (hereinafter called "Landlord") and
▇▇▇▇▇▇ National Bank (hereinafter called "Tenant"), having its principal office
at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇.
WITNESSETH:
WHEREAS, Landlord and ▇▇▇▇▇▇ entered into an Agreement of Lease dated
December 31, 1981 and a First Amendment to Agreement of Lease dated November 19,
1982 (collectively the "Lease") whereby Landlord leased to Tenant a portion of
the first floor and first basement of the Building;
WHEREAS, it is the desire of the parties to amend the Lease to extend the
Term of the Lease and to amend the Lease in certain other respects as
particularly set forth herein.
NOW THEREFORE, in consideration of the mutual covenants of the parties, it
is hereby mutually agreed as follows:
1. Pursuant to paragraph 2(a) of the Lease, the Lease Expiration Date
shall be revised from April 30, 1993 to December 31, 1998.
2. Pursuant to paragraph 3(a) of the Lease, commencing January 1, 1993
("Renewal Commencement Date") Tenant shall pay to Landlord as Basic
Rent for the Premises the sum of Four Hundred Thousand and 00/100
Dollars ($400,000.00) annually, payable in equal monthly installments,
in advance, of Thirty-Three Thousand Three Hundred Thirty-Three and
33/100 Dollars ($33,333.33).
3. Pursuant to paragraphs 3(b) and 3(c) of the Lease, the base year for
purposes of calculating increases in Real Estate Taxes and Annual
Operating Charges shall be revised from the calendar year 1983 to the
calendar year 1993.
4. Notwithstanding anything to the contrary, paragraph 3(e) of the Lease
shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Commencing January 1, 1994, in lieu of any increases in the Consumer
Price Index, Tenant's Basic Rent shall be increased annually by two
and one-quarter percent (2.25%) of the previous years' adjusted annual
Rent."
5. Tenant shall accept the Premises in an "as-is" condition. However,
Landlord shall provide Tenant with an allowance of up to Seventy-Five
Thousand and 00/100 Dollars ($75,000.00) for cosmetic improvements
within the Premises.
6. Except as herein modified, all other terms and conditions of the Lease
shall remain unchanged and in full force and effect.
IN WITNESS HEREOF, the parties have duly executed this Second Amendment to
the Agreement of Lease as of the date first written above.
ATTEST: LANDLORD: 1667 K Street, N.W. Associates
Limited Partnership
By: By:
--------------------------- -------------------------------------
Assistant Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
President
The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Managing General Partner
[Corporate Seal]
ATTEST: TENANT: ▇▇▇▇▇▇ National Bank
By: [SIG] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- -------------------------------------
Secretary ▇▇▇▇ ▇. ▇▇▇▇▇
President and CEO
[Corporate Seal]
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THE ▇▇▇▇ ▇▇▇▇▇▇▇ COMPANY
FIRST AMENDMENT
Agreement made this 19 day of November 1982 by and between 1667 K
Street, N.W. Associates Limited Partnership (hereinafter called "Landlord"), and
▇▇▇▇▇▇ National Bank, a National Banking Association, having its principal
office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. prior to Lease Commencement
Date, (herein after called "Tenant").
WITNESSETH:
Whereas, Landlord and ▇▇▇▇▇▇ entered into a written agreement of lease
dated December 31, 1981, whereby Landlord leased to Tenant Suite 10 and 100 on
the ground floor and first basement of that certain building situated at ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, D.C. and
Whereas it is the desire of the parties to further amend the Lease;
Now, therefore, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is mutually agreed as follows:
1. The Premises shall be increased by Suite 106 as outlined in red on
the attached floor plan.
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2. Commencing on the Lease Commencement Date the annual rent as set
forth in Exhibit F of the Lease shall be amended as follows:
Annual Monthly
Year Rent Rent
---- ---------- ----------
1 $267,360.00 $22,280.00
2 359,542.83 29,961.90
3 367,542.87 30,628.57
4 375,542.79 31,295.23
5 383,542.83 31,961.90
6 391,542.87 32,628.57
7 399,542.79 33,295.23
8 407,532.87 33,961.07
9 415,542.87 34,628.57
10 423,542.79 35,295.23
3. The provisions of Exhibit B of the Lease, Work Agreement and
Allowances, shall remain in full force and effect and Landlord shall provide the
following items for the additional space:
a. A cash allowance of up to Five Thousand Dollars ($5,000) for
widening the interior stair. If the stair is not widened
credit for this allowance will not be given.
b. Building standard ceiling and fifteen (15) fluorescent light
fixtures.
c. Building standard HVAC unit and ductwork.
d. Five (5) building standard interior doors and frames.
e. One Hundred Sixteen (116) lineal feet of building standard
partitioning.
f. Furred drywall at exterior walls.
g. Seven (7) building standard electrical outlets.
h. Ten (10) building standard telephone outlets.
i. Seven (7) building standard light switches.
j. $715.00 floor covering allowance.
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4. The Forty-Eight and Twenty-Two Hundredths percent (48.22%) prorata
share of increases of Annual Operating Charges shall be increased to Fifty-Eight
and Three Tenths percent (58.3%) and the Four and Forty-Two Hundredths percent
(4.42%) prorata share of increase of Real Estate Taxes shall be increased to
Five and Thirty-Five Hundredths percent (5.35%).
5. Except as herein modified, this Lease shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the date first above written.
ATTEST: LANDLORD:
▇▇▇▇ ▇ ▇▇▇▇▇▇, N.W. Associates
Limited Partnership
The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By:
---------------------------- ---------------------------------
Ass't Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
President
ATTEST: TENANT:
▇▇▇▇▇▇ National Bank
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: [SIG]
---------------------------- ---------------------------------
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[SITE PLAN]
8
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (the "Amendment") made this 3rd day of
June, 1993, by and between 1667 K Street, N.W. Associates Limited Partnership
("Landlord") and ▇▇▇▇▇▇ National Bank ("Tenant").
WHEREAS, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have previously entered into a certain
Agreement of Lease dated May 10, 1988 (the "Lease"), pursuant to which ▇▇▇▇▇▇
leased certain space at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. located on the 2nd floor of the
Building and known as Suite 200 (the "PREMISES");
WHEREAS, the term under the Lease expires April 30, 1993;
WHEREAS, Tenant desires to extend the term of the Lease; and
WHEREAS, Landlord and Tenant desire to provide for the terms and
conditions for such extension, and to amend the Lease for certain other
purposes, all as hereinafter more fully set forth.
NOW, THEREFORE, for and in consideration of ten Dollars ($10.00) in
hand paid, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. Definitions; Premises.
(a) Defined or capitalized terms used herein and not otherwise
defined herein shall have the same meanings as in the Lease. Defined terms set
forth in the Lease and not expressly modified herein shall continue to have the
meanings set forth in the Lease.
(b) Effective as of the Effective Date (as defined in
Paragraph 2 below) the Premises are hereby agreed to consist of three thousand
nine hundred thirty (3,930) rentable square feet. No actual adjustment is being
made to the physical boundaries of the Premises as a result of this Amendment,
the sole change being in the agreed upon square footage thereof. Neither
Landlord nor Tenant shall have any further right to challenge the square footage
of the Premises.
2. Term.
Effective as of May 1, 1993 (the "Effective Date"), the term
under the Lease is hereby extended to expire April 30, 2003, which expiration
date shall hereafter constitute the "Lease Expiration Date" under the Lease. all
options to renew or extend the term of the Lease, if any, are hereby deemed
deleted.
3. Rent.
(a) Basic Rent. Effective as of the Effective Date, the basic
rent (the "Basic Rent") is agreed to be One Hundred Twenty-Seven Thousand Seven
Hundred Twenty-Five Dollars ($127,725.00) annually, payable in equal monthly
installments, in advance, of Ten Thousand six Hundred Forty-Three and 75/100
Dollars ($10,643.75). Effective May 1, 1998, the annual Basic Rent then in
effect shall be increased by Fifteen Thousand Seven Hundred Twenty Dollars
($15,720.00), with Tenant's monthly payments then being increased by One
Thousand Three Hundred Ten Dollars ($1,310.00). The inserts marked "*" and "**"
at the bottom of page 1 to the Lease are hereby deleted.
(b) Increases in Real Estate Taxes. Effective as of the
Effective Date, Paragraph 3(b) of the Lease shall be deemed amended to
substitute "1993" for "1984" as the Base Year for purposes of Real Estate Taxes
and to provide that Tenant's proportionate share for purposes of Real Estate
Taxes shall be two and twenty-nine one-hundredths percent (2.29%). The foregoing
notwithstanding, Landlord shall continue to have the right to make any
adjustments permitted under Paragraph 3(b) of the Lease for periods prior to the
Effective Date.
(c) Increases in Annual Operating Charges. Effective as of the
Effective Date, Paragraph 3(c) of the lease is hereby deleted. The foregoing
notwithstanding, Landlord shall continue to have the right to make any
adjustments permitted under Paragraph 3(c) of the Lease for periods prior to the
Effective Date.
(d) Base Rate for Real Estate Taxes and Operating Charges.
Effective as of the Effective Date, Paragraph 3(d) of the Lease is hereby
deleted.
(e) Increase in Cost of Living. Paragraph 3(e) of the Lease is
amended and restated to read as follows:
Commencing effective January 1, 1994, and thereafter on
January lst of each calendar year during the term hereof, the Rent then in
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effect shall be increased by three percent (3%) of the Basic Rent then in
affect. The foregoing notwithstanding, Landlord shall continue to have the right
to make any adjustments permitted under Paragraph 3(e) of the Lease for periods
prior to the Effective Date.
(f) Minimum Rent. In no event shall the aggregate rent which
Tenant is required to pay pursuant to the Lease for any calendar year be less
than the rent which Tenant was required to pay for the preceding calendar year.
(g) Right of Inspection. ▇▇▇▇▇▇'s right of inspection pursuant
to Paragraph 3(g) of the Lease is hereby deleted.
4. Assignment and Subletting. The approval standards and conditions set
forth in Paragraph 5(b) of Lease shall apply to proposed assignments as well as
to proposed sublettings and, provided that Tenant is not in default under the
Lease, but subject to the other terms of the Lease, ▇▇▇▇▇▇▇▇'s consent to any
proposed assignment or subletting shall not be unreasonably withheld,
conditioned or delayed. Tenant shall in all events reimburse Landlord for all of
Landlord's reasonable costs and expenses (including, but not limited to, credit
check fees and reasonable attorneys' fees) incurred by Landlord in reviewing and
processing any request for ▇▇▇▇▇▇▇▇'s consent pursuant to Paragraph 5 of the
Lease. ▇▇▇▇▇▇▇▇ agrees that, provided that Tenant and its assignee and/or
sublessee accept Landlord's then standard form of consent letter, ▇▇▇▇▇▇▇▇'s
attorneys' fees to be reimbursed by Tenant shall not exceed One Thousand
($1,000.00) Dollars.
5. Insurance. The following is added as a new Paragraph 11(c) to the
Lease;
(c) Waiver of Subrogation. Landlord and Tenant each hereby
release the other and its agents and employees from any claims for damage or
loss to any person or the Premises, the Building, the Land and any property
contained therein or thereon, or any other property, caused by or resulting from
any risks insured against under any insurance policies carried (or which would
be insured against under any insurance policies required hereunder to be
carried) by Landlord or Tenant at the time of any such damage or loss,
regardless of the cause of the damage or loss (including the negligence of
Landlord or Tenant or their respective agents or employees). Tenant's insurance
policies shall name Landlord, Landlord's general partners, ▇▇▇▇▇▇▇▇'s lender(s)
and the property management company as additional named insureds and shall
contain an express waiver of subrogation in favor of Landlord, ▇▇▇▇▇▇▇▇'s
insurers and each of the foregoing additional named insureds.
6. Landlord's Indemnifications. ▇▇▇▇▇▇▇▇'s indemnifications (if any)
under the Lease are subject to the terms of Paragraphs 11(c), 13(a) and 21(f) of
the Lease.
7. Waiver of Jury Trial. Paragraph 21(e) of the Lease is amended and
restated to read as follows:
(e) Waiver of Jury Trial. LANDLORD AND TENANT HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER ON OR IN RESPECT OF ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LEASE, THE RELATIONSHIP OF
LANDLORD AND TENANT THEREUNDER, TENANT'S USE OR OCCUPANCY OF THE PREMISES,
AND/OR ANY CLAIM OF INJURY OR DAMAGE.
8. Liability. Paragraph 21(f) of the Lease is amended and restated to
read as follows:
Limitation of Landlord Liability. Notwithstanding any
provision to the contrary contained in the Lease, Tenant shall look solely to
the estate and property of Landlord in and to the Land and the Building in the
event of any claim against Landlord arising out of or in connection with the
Lease, the relationship of Landlord and Tenant, or ▇▇▇▇▇▇'s use of the Premises,
and ▇▇▇▇▇▇ agrees that the liability of Landlord arising out of or in connection
with the Lease, the relationship of Landlord and Tenant, or ▇▇▇▇▇▇'s use of the
Premises, shall be limited to such estate and property of Landlord in and to the
Land and the Building. No properties or assets of Landlord other than the estate
and property of Landlord in and to the Land and the Building and no property
owned by any partner of Landlord shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or other judicial
process) or for the satisfaction of any other remedy of Tenant arising out of or
in connection with the Lease, the relationship of Landlord and Tenant or
Tenant's use of the Premises. Notwithstanding anything to the contrary contained
in the Lease, if any Provision of the Lease expressly or
- 2 -
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impliedly obligates Landlord not to unreasonably withhold or delay its consent
or approval, an action for declaratory judgment or specific performance shall be
Tenant's sole right and remedy in any dispute as to whether Landlord has
violated such obligation.
9. Improvements to Premises. Landlord shall have no obligation to make
any improvements, alterations or repairs to the Premises and Tenant shall accept
same "as is". Landlord shall provide a construction allowance in the amount of
Forty-Seven Thousand Four Hundred Forty-Eight Dollars ($47,448.00)(the
"Construction Allowance") to be used by Tenant in making alterations to the
Premises and/or to Tenant's other premises in the Building (including, but not
limited to, at Tenant's option, painting, recarpeting, etc.). All such
alterations shall be subject to Paragraph 7 of the Lease and to Tenant obtaining
Landlord's consent thereto in accordance with such Paragraph 7. Subject to the
preceding sentence, Tenant shall have the right to install an interior stairway
between the Premises and Tenant's first floor premises and to construct an
entrance to its lower level premises from the lower level elevator lobby;
provided, however, that upon the expiration or earlier termination of the Lease,
Landlord shall have the right, at Landlord's option, to restore all or any part
of such areas to their prior condition (or, at Landlord's option, to direct
Tenant to perform such restoration) and, in such event, Tenant shall be solely
responsible for all costs and expenses in connection therewith (including a ten
percent (10%) construction management fee to Landlord in the event Landlord
performs such work). Landlord shall advance the Construction Allowance to Tenant
against contractor invoices, provided, however, that Landlord shall not be
required to advance any of such Allowance at any time that an Event of Default
exists hereunder. Landlord shall, if requested by ▇▇▇▇▇▇, perform the
alterations desired to be performed by ▇▇▇▇▇▇ (and consented to by Landlord) for
a construction management fee equal to ten percent (10%) of the actual costs
incurred in connection with such work (including, but not limited to, all costs,
fees and expenses of the general contractor and any subcontractors).
10. Broker. Landlord and ▇▇▇▇▇▇ represent and warrant that with the
exception of The ▇▇▇▇ ▇▇▇▇▇▇▇ Management Company (the "Broker") neither of them
has dealt with or employed any broker, agent or finder in connection with this
Amendment. The Broker shall be paid a commission by Landlord pursuant to a
separate written agreement.
11. No Further Modification. Except as otherwise provided herein, the
Lease continues unmodified and in full force and effect.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused their signatures
and seals to be hereunto affixed as of the date and year first above written.
LANDLORD:
ATTEST 1667 K STREET, N.W. ASSOCIATES
LIMITED PARTNERSHIP
By: The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Its Managing General Partner
[SIG] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- -------------------------
Assistant Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
[Corporate Seal] Its President
TENANT:
▇▇▇▇▇▇ NATIONAL BANK
[SIG] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------- -------------------------
Secretary ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
[Corporate Seal] Its President
- 3 -
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AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE ("Lease") is made this 10th day of May, 1988 by
(i) 1667 K Street, N.W. Associates Limited Partnership (hereinafter referred to
as "Landlord") and (ii) The ▇▇▇▇▇▇ National Bank (hereinafter referred to as
Tenant").
WHEREAS, Landlord is the owner of an office building located at ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, D.C. and more fully and legally described as Lot 71
in Square 184 in the District of Columbia as so denominated by the Surveyor of
the District of Columbia (such building being hereinafter referred to as the
"Building"); and
WHEREAS, Tenant desires to lease space in the Building and Landlord is
willing to rent Tenant space in the Building, upon the terms, conditions,
covenants and agreements set forth herein.
NOW, THEREFORE, the parties hereto, intending legally to be bound,
hereby covenant and agree as set forth below:
1. THE PREMISES. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, for the term and upon the terms, conditions, covenants
and agreements hereinafter provided, Suite 200, located on the second floor of
the Building (such space being hereinafter referred to as the "premises"). The
premises are outlined in red on Exhibit A attached hereto and made a part
hereof. The lease of the premises includes the right, together with other
tenants of the Building and members of the public, to use the common public
areas of the Building, but includes no other rights not specifically set forth
herein. landlord shall finish the premises as set forth in Exhibit B attached
hereto and made a part hereof. It is understood and agreed that Landlord will
not make, and is under no obligation to make, any structural or other
alterations, decorations, additions or improvements in or to the premises
except as set forth in Exhibit B.
2. Term. See paragraph 22 for Option to Renew.
(a) The term of this Lease (hereinafter referred to as the "term")
shall be for a period commencing on June 1, 1988 (the "Lease Commencement
Date") and expiring at midnight on April 30, 1993, the "Lease Expiration Date").
(b) It is understood and agreed that if Tenant has fully and timely
performed in accordance with the provisions of Exhibit B hereof and if,
notwithstanding the timely submissions and approvals required of Tenant
therein, the premises are not substantially assigned to Landlord in accordance
with the provisions of paragraph 2 of Exhibit B on or before the Lease
Commencement Date, or if for any other reason Landlord is unable to deliver
possession of the premises to Tenant on the Lease Commencement Date, this Lease
shall not be void or voidable, nor shall Landlord or Landlord's agents and
employees be liable to Tenant for any loss or damage resulting therefrom. In
such event the Lease Commencement Date shall be extended to the date on which
Landlord substantially completes the premises.
(c) If is further understood and agreed that if ▇▇▇▇▇▇ does not take
possession of the premises on the Lease Commencement Date for any reason other
than the inability of Landlord to deliver possession of the premises to Tenant
on such date as provided in paragraph 2(b) above, or if Tenant causes a delay
in the delivery of possession of the premises as set forth in paragraph 4 of
Exhibit B, the Lease Commencement Date shall not be extended, the term of this
Lease shall nonetheless begin on the Lease Commencement Date and Tenant's
obligations hereunder shall commence as of such date.
(d) If, pursuant to the provisions of this Lease, the term of this
Lease begins on a date other than the Lease Commencement Date indicated in
Paragraph 2(a) above, then Landlord shall advise Tenant in writing of such date
and thereafter the Lease Commencement Date shall be such date and the Lease
Expiration Date shall be the same number of days after the Lease Commencement
Date as it was after the original lease commencement date. For all purposes of
this Lease, the term "Lease Year" shall mean any period of twelve consecutive
calendar months during the term of this Lease which begins on the Lease
Commencement Date or an anniversary thereof.
*3. RENT. Tenant shall pay as rent for the premises the following
amounts (each of which amounts shall be considered rent and all of which,
unless the context requires otherwise, are collectively referred to herein as
"rent"):
(a) BASIC RENT. Tenant shall pay as the basic rent the sum of One
Hundred Forty Four Thousand Three Hundred Five and 04/100 Dollars ($144,305.04)
annually, payable in equal monthly installments, in advance, of Twelve Thousand
Twenty Five and 42/100 Dollars ($12,025.42) the first payment to be made upon
the signing of this Lease by ▇▇▇▇▇▇, and the second and subsequent monthly
payments to be made on the first day of each and every calendar month
(beginning with the second month) during the term hereof. Rent shall be made
payable to Landlord at the office of Landlord, or such other party or at such
other address as Landlord may designate from time by written notice to ▇▇▇▇▇▇.
If the term of this Lease begins on a date other than on the first day of a
month, rent from such date until the first day of the following month shall be
prorated at the rate of one-thirtieth (1/30th) of the fixed monthly rental for
each day, payable in advance. **
(b) INCREASES IN REAL ESTATE TAXES.
(i) Tenant shall, for each calendar year after the Base Year (as
hereinafter defined), pay to Landlord, as additional rent, Two and 50/100
percent (2.50%) (being Tenant's agreed-upon proportionate share) of the
increase in Real Estate Taxes (as hereinafter defined) for such calendar year
over the Real Estate Taxes for the Base Year. For the purposes of this
paragraph 3(b) the term "Base year" is hereby defined to mean the calendar year
1988 and the term "Real Estate Taxes" for any calendar year is hereby defined
to mean the total amount of all taxes and assessments, general and special,
ordinary and extraordinary, foreseen and unforeseen, now or hereafter assessed,
levied or imposed upon the Building and the land on which the Building is
situated (the "Land")for such year, together with any tax in the nature of a
real estate tax, an ad valorem tax on rent or any tax on income if imposed, in
whole or in part, in lieu of real estate taxes and assessments, and any taxes
and assessments which may hereafter be substituted for Real Estate Taxes.
(u) In the event that the method currently used for the computation of
the assessed market value of the Building and/or the Land is discontinued or
revised, the determination of the increase in Real Estate Taxes under this
paragraph 3(b) shall thereafter be made according to 1 formula and procedure
which most nearly approximates the method of determination hereinabove set
forth. In the event that any business, rent or other taxes which are now or
hereafter levied upon ▇▇▇▇▇▇'s use or occupancy of the premises, on Tenant's
leasehold improvements.
* Commencing the first day of the third Lease Year, the basic rent pursuant to
this paragraph 3(a) shall be increased to the sum of One Hundred Fifty Four
Thousand Six Hundred Twelve and 56/100 Dollars($154,612.56) annually, payable in
equal monthly installments, in advance, of Twelve Thousand Eight Hundred Eighty
Four and 38/100 Dollars ($12,884.38). Commencing the first day of the fifth
Lease Year, the basic rent pursuant to this paragraph 3(a) shall be increased to
the sum of One Hundred Sixty Four thousand Nine Hundred Nineteen and 96/100
Dollars(164,919.96) annually, payable in equal monthly installments, in advance,
of Thirteen Thousand Seven Hundred Forty Three and 33/100 Dollars($13,743.33).
** Notwithstanding the provisions of this paragraph 3, fifty per cent (50%) of
the first twelve (12) month's basic rent shall be abated.
JACo
rev. 4-2-81
1
12
on Tenant's business at the premises or on Landlord by virtue of Tenant's
occupancy of the premises, are enacted, changed or altered so that any of such
taxes are levied against Landlord or in the event that the mode of collection
of such taxes is changed so that Landlord is responsible for collection or
payment of such taxes, any and all such taxes shall be deemed to be a part of
the increase in Real Estate Taxes and Tenant shall pay to Landlord Tenant's
proportionate share of the full amount of all of such taxes.
(iii) At any time or times in which the Real Estate Taxes for the Base
Year are determined or estimated, Landlord may submit to Tenant a statement of
Landlord's estimate of the increase in the Real Estate Taxes for the current
calendar year over the Real Estate Taxes for the Base Year, and within thirty
(30) days after delivery of such statement. Tenant shall begin paying to
Landlord, as additional monthly rent due and payable on the first day of each
month, an amount equal to one-twelfth (1/12th) of the amount determined to be
Tenant's aforesaid percentage of such increase in Real Estate Taxes. Within
ninety (90) days after the expiration of each calendar year in which
▇▇▇▇▇▇'s monthly rent is increased pursuant to this paragraph 3(b), Landlord
shall submit a statement showing the determination of the total increase in
Real Estate Taxes for such calendar year over the Base Year, and ▇▇▇▇▇▇'s
proportionate share of such increase. If such statement shows that ▇▇▇▇▇▇'s
monthly payments pursuant to this paragraph 3(b) exceeded Tenant's share of the
actual increase in Real Estate Taxes for the preceding calendar year, then
Tenant may deduct such overpayment from its next payment or payments of monthly
rent. If such statement shows that ▇▇▇▇▇▇'s share of the actual increase in
Real Estate Taxes exceeded ▇▇▇▇▇▇'s monthly payments for the preceding calendar
year, then Tenant shall pay the total amount of such deficiency to Landlord with
the next payment of rent due hereunder after receipt of the statement. In the
event that the Lease Expiration Date is not December 31st, the increase in Real
Estate Taxes to be paid by Tenant for the calendar year in which the Lease
Expiration Date occurs shall be determined by multiplying the amount of
Tenant's share thereof for the full calendar year by a fraction, the numerator
of which shall be the number of days prior to the Lease Expiration Date during
such calendar year and the denominator of which shall be 365.
(c) INCREASE IN OPERATING COSTS. Tenant shall, for each calendar year
after the year in which the Base Year Operating Charges (as hereinafter defined)
are determined, pay to Landlord, as additional rent, two and 50/100 percent
(2.50%) (being Tenant's agreed-upon proportionate share) of the increase during
the term of this Lease in Annual Operating Charges (as hereinafter defined) over
the Base Year Operating Charges. The Annual Operating Charges for any calendar
year are hereby defined as the sum of the following costs and expenses: (i) gas,
electricity, water, sewer and other utility charges (including surcharges) of
whatever nature, (ii) insurance premiums, (iii) building personnel costs,
including, but not limited to, salaries, wages, fringe benefits and other direct
and indirect costs of engineers, superintendents, watchmen, porters and any
other building personnel, (iv) costs of service and maintenance contracts,
including, but not limited to, chillers, boilers, controls, elevators, mail
chute, windows, janitorial and general cleaning, security services, and
management fees, (v) all other maintenance and repair expenses and supplies
which are deducted by Landlord for such calendar year in computing its Federal
income tax liability, (vi) any other costs and expenses (i.e., items which are
not capital improvements) incurred by Landlord in operating the Building,
including ground rent, if any, and principal and interest payments, in excess of
the amount paid during the Base Year on the permanent loan,* (vii) the cost of
any additional services not provided to the Building at the Lease Commencement
Date but thereafter provided by Landlord in the prudent management of the
Building, and (viii) the cost of any capital improvements which are made by
Landlord after completion of initial construction of the Building; provided,
however, that the cost of each such capital improvement, together with any
financing charges incurred in connection therewith, or imputed financing charge
if the improvement is not financed by borrowing shall be amortized in constant
annual payments over the useful life thereof and only that portion thereof
attributable to such calendar year shall be included in the Annual Operating
Charges for such calendar year.** Annual Operating Charges shall not include (i)
principal payments or interest payments in an amount equal to the Base Year
payments, on any permanent mortgages, (ii) leasing commissions payable by
Landlord or (iii) deductions for depreciation of the Building.
The Base Year Operating Charges are hereby defined as the Annual Operating
Charges for the calendar year 1988. At any time or times after the year in
which the Base Year Operating Charges are reasonably determined or estimated,
Landlord may submit to Tenant a statement of Landlord's estimate of the
increase of the Annual Operating Charges for the current calendar year over the
Base Year Operating Charges, and within thirty (30) days after the delivery of
such statement, Tenant shall begin paying to Landlord, as additional monthly
rent due and payable on the first day of each month, an amount equal to
one-twelfth (1/12th) of the amount determined to be Tenant's aforesaid
percentage of the increase in the Annual Operating Charges. Within ninety (90)
days after the expiration of each calendar year in which ▇▇▇▇▇▇'s monthly rent
is increased pursuant to this paragraph 3(c), Landlord shall, upon the request
of Tenant, submit a statement showing the determination of the total increase
in Annual Operating Charges for such calendar year over the Base Year Operating
charges, and ▇▇▇▇▇▇'s proportionate share of such increase. If such statement
shows that ▇▇▇▇▇▇'s monthly payments pursuant to this paragraph 3(c) exceeded
Tenant's share of the actual increase in Annual Operating Charges for the
preceding calendar year, then Tenant may deduct such overpayment from its next
payment or payments of monthly rent. If such statement shows that ▇▇▇▇▇▇'s
share of the actual increase in Annual Operating Charges exceeded Tenant's
monthly payments for the preceding calendar year, then Tenant shall pay the
total amount of such deficiency to Landlord with the next payment of rent due
hereunder after receipt of this statement. In the event that the Lease
Expiration Date is not December 31st, the increase in Annual Operating Charges
to be paid by Tenant for the calendar year in which the Lease Expiration Date
occurs shall be determined by multiplying the amount of Tenant's share thereof
for the full calendar year by a fraction, the numerator of which shall be the
number of days prior to the Lease Expiration Date during such calendar year and
the denominator of which shall be 365.
------------
* provided that the annual increase attributable to ground rent,
principal and interest shall not exceed one half (1/2) the
escalation provided for under paragraph 3(e).
** Notwithstanding, Landlord shall limit capital improvements.
JACo
rev. 3-10-83
2
13
(e) INCREASE IN COST OF LIVING. The basic annual rent set forth in
paragraph 3(a) above shall be increased annually, effective on January 1st of
each calendar year during the term hereof, by an amount equal to thirty percent
(30%) of any increase in the CPI (as hereinafter defined). The basic annual rent
shall be adjusted based upon the increase, if any, in the index now known as the
Consumer Price Index for Urban Wage Earners and Clerical Workers, All Items,
Washington, D.C., Maryland and Virginia SMSA (1967 - 100) as published by the
Bureau of Labor Statistics, United States Department of Labor (hereinafter
referred to as the "CPI"). The amount of the increase shall be determined by
multiplying the amount of the basic annual rent set forth in paragraph 3(a)
hereof by the product of (a) thirty percent (30%) of (b) a fraction, the
numerator of which shall be (i) the CPI for the month of December immediately
preceding the commencement of the calendar year for which such annual adjustment
is to be made minus (ii) the CPI for the month immediately preceding the Lease
Commencement Date, and the denominator of which shall be the CPI for the month
immediately preceding the Lease Commencement Date. Written notice of the
estimated amount of such annual adjustment for the following calendar year shall
be sent to Tenant during the month of December of every calendar year during the
term of this Lease, and on January 1st of the next calendar year. Tenant shall
begin paying to Landlord, as additional monthly rent due and payable on the
first day of each month of such calendar year, an amount equal to one-twelfth
(1/12th) of such annual adjustment. Within ninety (90) days after the expiration
of each calendar year in which ▇▇▇▇▇▇'s monthly rent is increased pursuant to
this paragraph 3(e), Landlord shall submit a statement showing the determination
of the actual amount of the increase in the CPI for the preceding calendar year.
If such statement shows that ▇▇▇▇▇▇'s monthly payments pursuant to this
paragraph 3(e) exceeded the adjustment to be made based upon the actual
increase in the CPI, then Tenant may deduct such overpayment from its next
payment or payments of monthly rent. If such statement shows that the increase
of Tenant's basic annual rent, based upon the actual increase in the CPI,
exceeded ▇▇▇▇▇▇'s monthly payments for the preceding calendar year, then Tenant
shall pay the total amount of such deficiency to Landlord with the next payment
of rent due hereunder after receipt of the statement. In the event that the
Lease Expiration Date is not December 31st, the increase to be paid by Tenant
for the calendar year in which the Lease Expiration Date occurs shall be
determined by multiplying the amount of the increase for the full calendar year
by a fraction, the numerator of which shall be the number of days prior to the
Lease Expiration Date, during such calendar year, and the denominator of which
shall be 365. If the CPI shall be discontinued with no successor or comparable
successor index, the parties shall attempt to agree upon a substitute formula,
but if the parties are unable to agree upon a substitute formula, then such
substitute formula shall be the formula recommended by the Washington Board of
Realtors; provided, however, that in no event shall the amount of the basic
annual rent payable by Tenant under this Lease for any calendar year be less
than the amount of basic annual rent paid in the calendar year immediately prior
thereto.
(f) DEMAND; TIME. Each of the foregoing amounts of rent shall be paid
to Landlord without demand and without deduction, set-off or counterclaim on
the first (1st) day of every month during the term of this Lease. If Landlord
shall at any time or times accept rent after it shall become due and payable,
such acceptance shall not excuse a delay upon subsequent occasion, or
constitute, or be construed as, a waiver of any or all of Landlord's rights
hereunder.
(g) RIGHT OF INSPECTION. ▇▇▇▇▇▇▇▇ agrees Tenant shall have the right to
inspect Landlord's books to verify increases in Real Estate Taxes and/or Annual
Operating Charges at Landlord's office at reasonable times and reasonable
intervals with at least fifteen (15) days prior written notice.
4. USE OF PREMISES. Tenant will use and occupy the premises solely
for general office, commercial banking or other financial services institution
purposes and only in accordance with the uses permitted under applicable zoning
and other municipal regulations; without the prior written consent of Landlord,
the premises will not be used for any other purpose. Tenant will not use or
occupy the premises for any unlawful purpose, and will comply with all present
and future laws, ordinances, regulations and orders of the United States of
America, the District of Columbia, and any other public or quasi-public
authority having jurisdiction over the premises. Landlord will obtain the
initial certificate of occupancy for Tenant; provided, however, it is expressly
understood that if any future law, ordinance, regulation or order or any change
in the use of the premises by Tenant, requires a new certificate of occupancy
for the premises, Tenant will obtain such permit at ▇▇▇▇▇▇'s own expense.
Tenant represents and warrants to Landlord that ▇▇▇▇▇▇ has entered into this
Lease entirely for a business or commercial purpose and warrants that it shall
not use the premises for any residential purpose.
5. ASSIGNMENT AND SUBLETTING. Provided Landlord and ▇▇▇▇▇▇ fully
executes a formal sublease approval letter agreement, The Washington Institute
for Values in Public Policy shall be an approved subtenant of Tenant.
(a) LANDLORD'S PRIOR CONSENT REQUIRED. Tenant and ▇▇▇▇▇▇'s
representatives, successors and assigns will not assign, transfer, mortgage or
otherwise encumber this Lease or sublet or rent (or permit the occupancy or
use of) the premises, or any part thereof, without obtaining the prior written
consent of Landlord, nor shall any assignment or transfer of this Lease or the
right of occupancy hereunder be effectuated by operation of law or otherwise
without the prior written consent of Landlord, except by merger or acquisition
of, or by, Tenant.
(b) QUALIFICATIONS OF SUBTENANT. Subject to the provisions of
paragraph 5(c) hereof, Landlord shall not unreasonably withhold its consent
hereunder to any sublease by ▇▇▇▇▇▇, provided that all of the following
conditions are met:
(i) Tenant must first notify Landlord, in writing, of any proposed
sublease, at least fifteen (15) days prior to the effective date of such
proposed sublease. The notice to Landlord must include a copy of the proposed
sublease and an audited copy of the proposed subtenant's most recent financial
statement, prepared by a certified public accountant;
(ii) The subtenant must have a credit rating satisfactory to Landlord
(in Landlord's sole but reasonable judgment);
(iii) The sublease must be expressly subject and subordinate to this
Lease, must require that any subtenant must comply with and abide by all of the
terms of this Lease, and must provide that any termination of this Lease shall
extinguish the sublease as well;
(iv) The subtenant may not use the premises or propose to conduct its
business in a manner which, in Landlord's sole judgment, is not appropriate for
a first class office building in Washington, D.C.;
(v) The Tenant may not be in default under this Lease, or have
committed two events of default hereunder during the previous twelve (12)
months, whether cured or not; and
JACo
rev. 3-10-83
3
14
(c) LANDLORD'S RIGHT OF FIRST REFUSAL. Landlord shall have the right,
within sixty thirty (30) after receipt of the notice from Tenant, required under
paragraph 5(b)(i) above, that Tenant proposes to sublease all or a portion of
the premises, to elect (i) to sublet the premises from Tenant at the rent then
being paid by Tenant for the premises under paragraph 3 hereof (or that portion
thereof which Tenant proposes to sublease) by a proportionate reduction in the
rent as hereinafter set forth: (ii) to terminate this Lease in its entirety if
Tenant intends to sublet all of the premises or, if Tenant proposes to sublet a
portion of the premises, to terminate this Lease only with respect to such
portion of the premises or (iii) to require Tenant to pay Landlord, within five
(5) days of receipt, one-half (1/2) of the amount of rent payable by such
sublessee in excess of the amount of rent payable by Tenant hereunder with
respect to the portion of the premises sublet. Upon exercise by Landlord of
either of the options set forth in subsections (i) or (ii) above. Tenant shall
surrender the premises or such portion of the premises, as the case may be, to
Landlord, and thereafter the rent to be paid by Tenant pursuant to paragraph 3
above shall be that portion of the total rent which the amount of square foot
area remaining in the possession of Tenant bears to the total square foot area
of the premises. In the event that Landlord does not exercise its right to
sublet the premises, or such portion of the premises, as the case may be, or to
terminate this Lease, within said sixty (60)-day period. Tenant shall have the
right, subject to the provisions of subsection (iii) above, to sublet the
premises or a portion thereof after first obtaining the written consent of
Landlord as provided in paragraph 5(a) above. Upon exercise by Landlord of the
option set forth in subsection (iii) above. Tenant covenants and agrees to
provide Landlord with quarterly statements, prepared and verified by a
certified public accountant, stating the amount of rent received by Tenant from
its subtenant(s) during such quarterly period. If such statement shows ▇▇▇▇▇▇
failed to make the full payments required by subsection (iii) above, a late
charge equal to five percent (5%) of the amount due shall be paid by ▇▇▇▇▇▇, as
additional rent hereunder.
(d) NO WAIVER OR RELEASE. The consent by Landlord to any assignment or
subletting shall not be construed as a waiver or release of Tenant from the
terms of any covenant or obligation under this Lease, nor shall the collection
or acceptance of rent from any such assignee, subtenant or occupant constitute a
waiver or release of Tenant of any covenant or obligation contained in this
Lease, nor shall any such assignment or subletting be construed to relieve
Tenant from obtaining the consent in writing of Landlord to any further
assignment or subletting. Tenant hereby assigns to Landlord the rent due from
any subtenant of Tenant and hereby authorizes each such subtenant to pay said
rent directly to Landlord, at Landlord's option, in the event of any default by
Tenant under the terms of this Lease.
6. MAINTENANCE OF THE PREMISES.
(a) OBLIGATIONS OF LANDLORD AND TENANT. Tenant will keep the premises
and fixtures and equipment therein in clean, safe and sanitary condition, will
take good care thereof, will suffer no waste or injury thereto, and will, at
the expiration or other termination of the term of this Lease, surrender the
same, broom clean, in the same order and condition in which they are on the
Lease Commencement Date, ordinary wear and tear and unavoidable damage by the
elements excepted; provided, however, that if Tenant is insured for any such
damage, Tenant shall either (i) apply the insurance proceeds to repair such
damage or (ii) surrender such insurance proceeds to Landlord upon delivery of
the premises. All special improvements to and equipment installed in the
premises by Landlord at the request of Tenant shall be maintained, repaired,
replaced and insured by Tenant. All such insurance shall provide coverage in
the amount of the full replacement value of such special improvements and
equipment, and shall name Landlord as an additional insured as its interests
may appear. Except as otherwise provided in this Lease, Landlord shall maintain
and repair the exterior of the Building, including all base Building structural
elements, unless damaged by Tenant's negligence, and shall maintain, repair and
paint all building standard common area elements installed by Landlord, in a
manner befitting a first class office building in Washington, D.C. Landlord, at
its cost, shall provide and install all original building standard fluorescent
tubes within the premises necessary to provide required lighting and all
replacement tubes for such lighting; all other bulbs, tubes and lighting
fixtures for the premises shall be provided and installed by Landlord at
Tenant's cost and expense.
(b) DAMAGE TO PREMISES OR BUILDING. All damage or injury to the
premises or to any other part of the Building, or to its fixtures, equipment
and appurtenances, whether requiring structural or nonstructural repairs,
caused by or resulting from carelessness, omission, neglect or improper conduct
of Tenant, Tenant's agents, employees, contractors, invitees or licensees,
shall be repaired promptly, at Tenant's sole cost and expense, by either
Landlord or, at Landlord's option, by Tenant subject to Landlord's direction
and supervision (and in accordance with paragraph 7 hereof). If Landlord gives
Tenant written notice that Tenant will be required to make such repairs and
Tenant fails within ten days of the giving of such notice to proceed with due
diligence to make the required repairs, the same may be made by Landlord, in
which event all expenses incurred by Landlord therefor shall be paid by Tenant
to Landlord as additional rent, and shall be due and payable with the monthly
installment of rent next becoming due in accordance with the terms of paragraph
17(d) below; provided, however, that Tenant shall not be liable to Landlord for
such expenses if and to the extent that (i) Landlord is insured for such
hazards and damages under an insurance policy and (ii) Landlord is actually
reimbursed by its insurer for such expenses.
(c) NOTICE OF DEFECTIVE CONDITION. Tenant shall give Landlord prompt
notice of any defective condition in any plumbing or heating system or any
electrical lines located in, servicing or passing through the premises.
Following such notice Landlord shall remedy the condition with due diligence;
provided, however, that such repairs shall be at the expense of Tenant if such
repairs are necessitated by damage or injury attributable to Tenant, ▇▇▇▇▇▇'s
agents, employees, contractors, invitees or licensees as provided in paragraph
6(b) above. Except as specifically provided in this Lease, there shall be no
allowance to Tenant for a diminution of rental value and no liability on the
part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord. Tenant, or others making or failing to make any repairs,
alterations, additions, or improvements in or to a portion of the Building or
the premises or in or to the fixtures, appurtenances or equipment thereof.
7. TENANT ALTERATIONS.
(a) ALTERATIONS. The original improvement of the premises by Landlord
for Tenant shall be in accordance with Exhibit B attached hereto. Tenant will
not make or permit anyone to make any alterations, decorations, additions or
improvements, structural or otherwise, in or to the premises or the Building,
without the prior written consent of Landlord. All of such alterations,
decorations, additions or improvements permitted by Landlord must conform to
all rules and regulations established from time to time by the Underwriters'
Association of the District of Columbia and conform to all requirements of the
Federal and District of Columbia governments. As a condition precedent to such
written consent of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees to obtain and deliver to Landlord
written and unconditional waivers of mechanics' and materialmens' liens upon
the Land and the Building, for all work, labor and services to be performed,
and materials to be furnished, by them in connection with such work, signed by
all contractors, subcontractors, materialmen and laborers to become involved in
such work. If, notwithstanding the foregoing, any mechanic's or materialmen's
lien is filed against the premises, the Building and/or the Land, for work
claimed to have been done for or materials claimed to have been furnished to
Tenant, such lien shall be discharged by Tenant within ten (10) days
thereafter, at Tenant's sole cost and expense, by the payment thereof or by
filing any bond required by law. If Tenant shall fail to discharge any such
mechanic's or materialmen's lien, Landlord may, at its option, discharge the
same and treat the cost thereof as additional rent payable with the monthly
installment of rent next becoming due; it being hereby expressly covenanted and
agreed that such discharge by Landlord shall not be deemed to waive or release
the default of Tenant in not discharging the same. It is understood and agreed
that in the event Landlord shall give its written consent to ▇▇▇▇▇▇'s making
any such alterations, decorations, additions or improvements, such written
consent shall not be deemed to be an agreement or consent by Landlord to
subject Landlord's interest in the premises, the Building or the Land to any
mechanic's or materialmen's liens which may be filed in respect of any such
alterations, decorations, additions or improvements made by or on behalf of
Tenant.
(b) INDEMNIFICATION. Tenant will indemnify and hold Landlord harmless
from and against any and all expenses, liens, claims or damages to person or
property which may or might arise directly or indirectly by reason of the
making of any such alterations, decorations, additions or improvements. If any
such alteration, decoration, addition or improvement is made without the prior
written consent of Landlord. Landlord may correct or remove the same, and
Tenant shall be liable for any and all expenses incurred by Landlord in the
JACo
rev. 4-2-81
4
15
performance of this work to all alterations, decorations, additions or
improvements in or to the premises or the Building made by either party shall
immediately become the property of Landlord and shall remain upon and be
surrendered with the premises as a part thereof at the end of the term hereof
without disturbance, molestation or injury; provided, however, that if Tenant
is not in default in the performance of any of its obligations under this
Lease. Tenant shall have the right to remove, prior to the expiration of the
term of this Lease, all movable furniture, furnishings, or equipment installed
in the premises at the expense of Tenant. If such property of Tenant is not
removed by Tenant prior to the expiration or termination of this Lease, the
same shall become the property of Landlord and shall be surrendered with the
premises as a part thereof.
8. SIGNS; FURNISHINGS.
(a) SIGNS. No sign, advertisement or notice shall be inscribed,
painted, affixed or otherwise displayed on any part of the exterior or interior
of the Building except on the directories and the doors of offices, and then
only in such place, number, size, color and style as is harmonious with the
design of the Building and its furnishings and is approved by Landlord in
writing and provided by Landlord at Tenant's cost and expense. If any sign,
advertisement or notice which does not conform to the foregoing is nevertheless
exhibited by ▇▇▇▇▇▇. Landlord shall have the right to remove the same and
Tenant shall be liable for any and all expenses incurred by ▇▇▇▇▇▇▇▇ in said
removal. Landlord shall have the right to prohibit any advertisement of Tenant
which in its opinion tends to impair the reputation of the Building or its
desirability as a high-quality building for offices or for financial, insurance
and other institutions of like nature, and, upon written notice from Landlord,
Tenant shall immediately refrain from and discontinue any such advertisement.
(b) FURNISHINGS. Landlord shall have the right to prescribe the weight
and position of safes and other heavy equipment or fixtures, which shall, if
considered necessary by the Landlord, stand on plank strips to distribute the
weight. Any and all damage or injury to the premises or the Building caused by
moving the property of Tenant into, in or out of the premises, or due to the
same being on the premises, shall be repaired by and at the sole cost of
Tenant. No furniture, equipment or other bulky matter of any description will
be received into the Building or carried in the elevators except as approved by
Landlord, and all such furniture, equipment, and other bulky matter shall be
delivered only during hours approved by Landlord and only through the
designated delivery entrance of the Building. All moving of furniture,
equipment and other materials shall be under the direct control and supervision
of Landlord who shall, however, not be responsible for any damage to or charges
for moving the same. ▇▇▇▇▇▇ agrees promptly to remove from the sidewalks
adjacent to the Building any of the Tenant's furniture, equipment or other
material there delivered or deposited.
9. TENANT'S EQUIPMENT. Tenant will not install or operate in the
premises any electrically operated equipment or other machinery, other than
electric typewriters, adding machines, radios, televisions, clocks and other
electrically operated equipment of a type used in commercial banking or
financial services institutions and copying machines, without first obtaining
the prior written consent of Landlord. Landlord may condition such consent upon
the payment by Tenant of additional rent in compensation for such excess
consumption of utilities and for the cost of additional wiring and/or
additional electrical systems as may be occasioned by the operation of said
equipment or machinery, or Landlord may require Tenant to pay the cost for such
excess consumption of utilities and additional wiring and/or additional
electrical systems directly to the utility company furnishing the same. The
electrical system for the entire door of the Building on which the premises are
located is sufficient for consumption of 38,000 ▇▇▇▇▇ on a 265/460 volt panel
board and 25,000 ▇▇▇▇▇ on a 120/208 volt panel board. Tenant is entitled to use
thirty two and no/100 percent (32.00%) of such electrical power (being ▇▇▇▇▇▇'s
agreed-upon proportionate share). If any portion or all of Tenant's equipment
and lighting shall result in electrical usage in excess of Tenant's
proportionate share of the capacity of the electrical system as so described,
additional transformers, distribution panels and wiring may be required, and if
so required may be installed by Landlord, at the cost and expense of Tenant.
Tenant shall not install any other equipment of any kind or nature whatsoever
which will or may necessitate any changes, replacements or additions to, or in
the use of, the water system, heating system, plumbing system, air-conditioning
system, or electrical system of the premises or the Building without first
obtaining the prior written consent of Landlord. Business machines and
mechanical equipment belonging to Tenant which cause noise or vibration that
may be transmitted to the structure of the Building or to any space therein to
such a degree as to be objectionable to Landlord or to any tenant in the
Building shall be installed and maintained by Tenant, at Tenant's expense, on
vibration eliminators or other devices sufficient to eliminate such noise and
vibration, and if such noise and/or vibration is not so eliminated, Landlord
shall have the right to require Tenant to remove such machines and/or equipment
from the premises.
10. INSPECTION. Tenant will permit Landlord, or its agents or other
representatives, to enter the premises, without charge therefor to Landlord and
without diminution of the rent payable by Tenant, to examine, inspect and
protect the premises and the Building and to make such alterations and/or
repairs as in the sole judgment of Landlord may be deemed necessary, or to
exhibit the same to prospective tenants during the last one hundred eighty
(180) days of the term of this Lease upon reasonable notice and in
accompaniment of ▇▇▇▇▇▇'s authorized representative.
11. INSURANCE.
(a) INSURANCE RATING. Tenant will not conduct or permit to be
conducted, any activity, or place any equipment in or about the premises or the
Building, which will, in any way, invalidate the insurance coverage in effect
or increase the rate of fire insurance or other insurance on the Building; and
if any invalidation of coverage or 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 any activity or equipment of Tenant in or
about the premises or the Building, 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 upon demand and any such sum shall be considered additional
rent payable with the monthly installment of rent next becoming due.
(b) REQUIRED INSURANCE. Tenant shall carry public liability insurance
in a company or companies licensed to do business in the District of Columbia
and approved by Landlord. Said insurance shall be in minimum amounts approved
by Landlord from time to time (as set forth in the rules and regulations
attached hereto as Exhibit C) and shall name Landlord as an additional insured,
as its interests may appear and shall provide Landlord with evidence, when
requested, that such insurance is in full force and effect. Tenant shall carry
property damage insurance for all of its equipment and for all leasehold
improvements above the building standard which are made by Landlord or Tenant
in and to the Premises. If required by Landlord, receipts evidencing payment
for said insurance shall be delivered to Landlord at least annually by Tenant
and each policy shall contain an endorsement that will prohibit its
cancellation prior to the expiration of fifteen (15) days after notice of such
proposed cancellation to Landlord.
12. SERVICES AND UTILITIES; SECURITY.
(a) It is agreed that Landlord will furnish airconditioning during the
seasons of the year when airconditioning is required and heat during the
seasons of the year when heat is required. It is further agreed that Landlord
will provide reasonably adequate electricity, water, exterior window cleaning
service, and char and janitorial service Monday through Friday (except legal
holidays), all as required in Landlord's sole but reasonable judgment. Landlord
will provide elevator service by means of automatically operated elevators, and
one automatically operated elevator shall be subject to call at all times;
provided, however, that Landlord shall have the right to remove
JACo
rev. 4-2-81
5
16
elevators from service as the same shall be required for moving freight or for
servicing or maintaining the elevators and/or the Building Landlord will furnish
all services and utilities required by this Lease only during the normal hours
of operation of the Building, unless otherwise specified herein. The normal
hours of operation of the Building are 8:00 a.m. to 6:00 p.m. Monday through
Friday (except legal holidays) and 9:00 a.m. to 1:00 p.m. Saturday (except legal
holidays). There are no normal hours of operation of the Building on Sundays or
legal holidays and Landlord shall not be obligated to maintain or operate the
Building at such times unless special arrangements are requested by Tenant. If
Tenant requires airconditioning or heat beyond the normal hours of operation of
the Building as set forth above, and provided that ▇▇▇▇▇▇ has made prior
arrangements with Landlord or Landlord's agent, Landlord will furnish such
airconditioning or heat and the Tenant agrees to pay for the same with the
monthly installment of rent next becoming due in accordance with the
then-current schedule of costs and assessments therefor, which schedule shall be
published from time to time by Landlord and furnished to Tenant. It is
understood and agreed that Landlord shall not be liable for failure to furnish,
or for delay, suspension or reduction in furnishing, any of the utilities or
services required to be furnished by Landlord hereunder, if such failure to
furnish or delay, suspension or reduction in furnishing the utilities and
services is caused by breakdown, maintenance, repairs, strikes, scarcity of
labor or materials, acts of God, Landlord's compliance with governmental
regulation, legislation, or judicial or administrative orders, or from any other
cause whatsoever, provided however, that Landlord shall, in the event of a
breakdown, use reasonable diligence to repair all equipment owned by Landlord
and all building standard equipment furnished by Landlord which is required to
provide such utilities and services.
(b) SECURITY. Landlord agrees, at its option, to provide a security
system or guard service for the Building during the term of the Lease, provided,
however, that no representation or warranty with respect to the adequacy,
completeness or integrity of the security system or guard service is made by
Landlord, and any failure of the security system or guard service in any way
shall not modify or affect any of the terms of this Lease with respect to
Landlord's liability to Tenant. It is anticipated that the initial security
system shall be an electronic system that provides access control at the main
entry of the Building and at individual suite doors. The Landlord reserves the
right to modify, supplement or revise the security system at any time in its
sole judgement.
13. LIABILITY OF LANDLORD.
(a) NO LIABILITY. Landlord shall not be liable to Tenant, its
employees, agents, contractors, business invitees, licensees, customers,
clients, family members or guests for any damage, compensation or claim arising
from the necessity of repairing any portion of the premises or the Building, the
interruption in the use of the premises, accident or damage resulting from the
use or operation (by Landlord, Tenant, or any other person or persons
whatsoever) of elevators or heating, cooling, electrical or plumbing equipment
or apparatus, or the termination of this Lease by reason of the destruction of
the premises, or from any fire, robbery, theft, mysterious disappearance and/or
any other casualty, or from any leakage in any part or portion of the premises
or the Building, or from water, rain or snow that may leak into, or flow from,
any part of the premises or the Building, or from drains, pipes or plumbing work
in the Building, or from any other cause whatsoever, or for any personal injury
arising from the use, occupancy and condition of the premises, unless any of the
foregoing is caused by the gross negligence of Landlord or a willful act or
failure to act on the part of the Landlord. Except for a termination of this
Lease, Tenant shall not be entitled to any abatement or diminution of rent as a
result of any of the foregoing occurrences, nor shall the same release Tenant
from its obligations hereunder or constitute an eviction. Any goods, property or
personal effects of Tenant, its employees, agents, contractors, business
invitees, licensees, customers, clients, family members or guests, stored or
placed in or about the premises or Building shall be at their risk, and the
Landlord shall not in any manner be held responsible therefor. The employees of
the Landlord are prohibited from receiving any packages or other articles
delivered to the Building by Tenant, and if any such employee receives any such
package or articles, such employee shall be the agent of the Tenant for such
purposes and not of the Landlord. Tenant acknowledges that Landlord will not
carry insurance on Tenant's furniture, furnishings, fixtures, equipment and/or
improvements in or to the premises. It is expressly understood and agreed that
Tenant shall look to its business interruption and property damage insurance
policies, and not to Landlord or its agents or employees, for reimbursement for
any damages or losses incurred as a result of any of the foregoing occurrences,
and that said policies must contain waiver of subrogation clauses.
(b) INDEMNITY. Tenant hereby agrees to indemnify and hold Landlord
harmless from and against any cost, damage, claim, liability , or expense
(including attorneys' fees) incurred by or claimed against Landlord, directly or
indirectly, which is occasioned by or results from any default hereunder or any
willful or negligent act on the part of Tenant, its agents, employees,
contractors, invitees, licensees, customers, clients, family members and guests,
or as a result of or in any way arising from Tenant's use and occupancy of the
premises or in any other manner which relates to the business of Tenant. Any
such cost, damage, claim, liability or expense incurred by Landlord for which
▇▇▇▇▇▇ is obligated to reimburse Landlord shall be deemed additional rent due
and payable in accordance with paragraph 17(d) hereof. It is expressly
understood and agreed that ▇▇▇▇▇▇'s liability under this Lease extends to the
acts and omissions of any subtenant and any agent, employee contractor, invitee,
licensee, customer, client, family member and guest of any subtenant.
14. RULES AND REGULATIONS. Tenant, its agents, employees, contractors,
invitees, licensees, customers, clients, family members and guests shall at all
times abide by and observe the rules and regulations attached hereto as Exhibit
C. In addition, Tenant, its agents, employees, contractors, invitees, licensees,
customers, clients, family members and guests shall abide by and observe such
other rules or regulations as may be promulgated from time to time by Landlord,
with a copy sent to Tenant, for the operation and maintenance of the Building,
provided, however, that the same shall be in conformity with common practice and
usage in similar buildings and shall not be inconsistent with the provisions of
this Lease. Nothing contained in this Lease shall be construed to impose upon
Landlord any duty or obligation to enforce such rules and regulations, or the
terms, conditions or covenants contained in any other lease, as against any
other tenant, and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its employees, agents, contractors, invitees,
licensees, customers, clients, family members or guests. If there is any
inconsistency between this Lease and any current or future rules and
regulations, this Lease shall govern.
15. DAMAGE; CONDEMNATION.
(a) DAMAGE TO THE PREMISES. If the premises shall be partially damaged
by fire or other cause without the fault or neglect of Tenant, its employees,
agents, contractors, invitees, licensees, customers, clients, family members or
guests, this Lease shall not be terminated and Landlord shall diligently and as
soon as practicable after such damage occurs, repair such damage, at the expense
of Landlord if Landlord is insured with respect thereto or at the expense of
Tenant if Tenant is required to be insured hereunder with respect to such damage
(in either case taking into account the time necessary to effectuate a
satisfactory settlement with any insurance company involved and for such other
delays as may result from government restrictions, controls on construction, if
any, and from strikes, emergencies and other conditions beyond the control of
the Landlord); provided, however, that if the premises or Building is damaged by
fire or other cause to such extent that the damage cannot be fully repaired
within ninety (90) days from the date of settlement of the insurance claims.
Landlord or Tenant, upon written notice to the other party may terminate this
Lease, in which event the rent shall be apportioned and paid to the date of such
damage. During the period that Tenant is deprived of the use of the damaged
portion of the premises and provided Tenant is able to conduct its customary
banking business in the premises without unreasonable inconvenience or
interruption, as determined by the Building architect. Tenant shall be required
to pay rent (as set forth in paragraph 3) covering only that part of the
premises that Tenant is able to occupy and the rent for such space shall be that
portion of the total rent which the amount of square foot area remaining that
can be occupied by Tenant bears to the total square foot area of the premises.
In the event of any injury or damage to the premises or the Building caused by
Tenant or its agents, employees, contractors, invitees, licensees, customers,
clients, family members or guests, then Tenant shall diligently and as soon as
practicable after such damage occurs, repair such damage, at Tenant's sole cost
and expense. If Tenant shall fail so to do, Landlord shall have the right to
make such repairs or replacements, and any cost or expense so incurred by
Landlord shall be paid by Tenant, and shall become additional rent due and
payable, in accordance with the provisions of paragraph 17(d) hereof, with the
installment of rent next becoming due under the terms of this Lease. No
compensation, claim or diminution in rent, other than as provided in this
paragraph 15(a), will be allowed or paid by Landlord, by reason of
inconvenience, annoyance or injury to business arising from the necessity of
repairing the premises or any portion of the Building, however the necessity may
occur.
JACo
rev. 4-2-81
6
17
(b) CONDEMNATION. If the whole or a substantial part (as hereinafter
defined) of the premises (or use or occupancy of the premises) shall be taken
or condemned by any governmental or quasi-governmental authority for any
public or quasi-public use or purpose (including sale under threat of such a
taking), then the terms of this Lease shall cease and terminate as of the date
when title vests in such governmental or quasi-governmental authority, and the
rent shall be abated on the date when such title vests in such governmental or
quasi-governmental authority. If less than a substantial part of the premises
is taken or condemned by any governmental or quasi-governmental authority for
any public or quasi-public use or purpose (including sale under threat of such
a taking), the rent shall be equitably adjusted (on the basis of the number of
square feet before and after such event) on the date when title vests in such
governmental or quasi-governmental authority and the Lease shall otherwise
continue in full force and effect. Tenant shall have no claim against Landlord
(or otherwise) and hereby agrees to make no claim against the condemning
authority for any portion of the amount that may be awarded as damage as a
result of any governmental or quasi-governmental taking or condemnation (or
sale under threat of such taking or condemnation) or for the value of any
unexpired term of the Lease or for loss of profits or moving expenses or for
any other claim or cause of action. For purposes of this Paragraph 15(b), a
substantial part of the premises shall be considered to have been taken if
more than fifty percent (50%) of the premises are unusable by Tenant as a
direct result of such taking.(*) NOTWITHSTANDING ANY PROVISION OF THIS LEASE
AGREEMENT, TENANT SHALL NOT BE PREVENTED FROM MAKING A SEPARATE CLAIM OR
CAUSE OF ACTION WHICH TENANT MAY HAVE DIRECTLY AGAINST THE CONDEMNING
AUTHORITY AND WHICH TENANT IS ABLE TO PURSUE WITHOUT INTERFERING WITH
LANDLORD'S CLAIM OR CAUSE OF ACTION AND WITHOUT ELIMINATING LANDLORD'S RIGHT
TO LANDLORD'S AWARD.
16. BANKRUPTCY.
(a) EVENTS OF BANKRUPTCY. The following shall be "Events of
Bankruptcy" under this Lease:
(i) ▇▇▇▇▇▇'s becoming insolvent, as that term is defined in Title 11
of the United States Code, entitled Bankruptcy. 11 U.S.C. Section 101 et seq.
(the "Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States (the "Insolvency Laws");
(ii) the appointment of a receiver or custodian for all or a
substantial portion of Tenant's property or assets, or the institution of a
foreclosure action upon all or a substantial portion of Tenant's real or
personal property;
(iii) the filing of a voluntary petition under the provisions of the
Bankruptcy Code or Insolvency Laws;
(iv) the filing of an involuntary petition against ▇▇▇▇▇▇ as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which is either
not dismissed within sixty (60) days of filing, or results in the issuance of
an order for relief against the debtor or
(v) ▇▇▇▇▇▇'s making or consenting to an assignment for the benefit of
creditors or a common law composition of creditors.
(b) LANDLORD'S REMEDIES.
(i) TERMINATION OF LEASE. Upon the occurrence of an Event of
Bankruptcy, Landlord shall have the right to terminate this Lease by giving
written notice to Tenant, whereupon Tenant shall be immediately obligated to
quit the premises upon the giving of notice pursuant to this Paragraph
16(b)(i). Any other notice to quit, or notice of ▇▇▇▇▇▇▇▇'s intention to
re-enter is hereby expressly waived. If Landlord elects to terminate this
Lease, everything contained in this Lease on the part of Landlord to be done
and performed shall cease without prejudice, subject, however, to the right of
Landlord to recover from Tenant all rent and any other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later,
and any other monetary damages or loss of reserved rent sustained by Landlord,
provided, however, and notwithstanding the foregoing or the further remedies
set forth in this Paragraph 16(b). Landlord shall not have the right to
terminate this Lease while a case in which Tenant is the subject debtor under
the Bankruptcy Code is pending, unless Tenant or Tenant's trustee in
bankruptcy is unable to comply with the provisions of Paragraphs 16(b)(v),
(vi) and (vii) below.
(ii) SUIT FOR POSSESSION. Upon termination of this Lease pursuant to
Paragraph 16(b)(i), Landlord may proceed to recover possession under and by
virtue of the provisions of the laws of the District of Columbia, or by such
other proceedings, including re-entry and possession, as may be applicable.
(iii) RELETTING OF PREMISES. Upon termination of this Lease pursuant to
Paragraph 16(b)(i), Landlord shall have the option to relet the premises for
such rent and upon such terms as are not unreasonable under the circumstances
and, if the full rental reserved under this Lease (and any of the costs,
expenses or damages indicated below) shall not be realized by Landlord, Tenant
shall be liable for all damages sustained by Landlord, including, without
limitation, deficiency in rent, reasonable attorneys' fees, brokerage fees and
expenses of placing the premises in first class rentable condition. Landlord,
in putting the premises in good order or preparing the same for rerental may,
at Landlord's option, make such alterations, repairs, or replacements in the
premises as Landlord, in its sole, but reasonable, judgement, considers
advisable and necessary for the purpose of reletting the premises, and the
making of such alterations, repairs, or replacements shall not operate or be
construed to release Tenant from liability hereunder as aforesaid. 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.
(iv) MONETARY DAMAGES. Any damage or loss of rent sustained by Landlord
as a result of an Event of Bankruptcy may be recovered by Landlord, at
Landlord's option, at the time of the reletting, or in separate actions, from
time to time, as said damage shall have been made more easily ascertainable by
successive relettings, or at Landlord's option, in a single proceeding
deferred until the expiration of the term of this Lease (in which event Tenant
hereby agrees that the cause of action shall not be deemed to have accrued
until the date of expiration of said term) or in a single proceeding prior to
either the time of reletting or the expiration of the term of this Lease, in
which event ▇▇▇▇▇▇ agrees to pay Landlord the difference, if any, between the
present value of the rent reserved under this Lease on the date of breach,
discounted at eight percent (8%) per annum, and the fair market value of the
Lease on the date of breach. In the event Tenant becomes the subject debtor in
a case under the Bankruptcy Code, the provisions of this Paragraph 16(b)(iv)
may be limited by the limitations of damage provisions of the Bankruptcy Code.
(v) ASSUMPTION OR ASSIGNMENT BY TRUSTEE. In the event Tenant becomes the
subject debtor in a case pending under the Bankruptcy Code. ▇▇▇▇▇▇▇▇'s right
to terminate this Lease pursuant to this Paragraph 16 shall be subject to the
rights of the Trustee in bankruptcy to assume or assign this Lease. The
Trustee shall not have the right to assume or assign this Lease unless the
Trustee (A) promptly cures all defaults under this Lease, (B) promptly
compensates Landlord for monetary damages incurred as a result of such
default, (C) provides "adequate assurance of future performance" (as
hereinafter defined) (D) complies with the provisions of Paragraph 5 hereof.
(vi) ADEQUATE ASSURANCE OF FUTURE PERFORMANCE. Landlord and Tenant
hereby agree in advance that the phrase "adequate assurance of future
performance", as used in this Paragraph 16(b), shall mean that all of the
following minimum criteria must be met; (A) the Trustee must pay to Landlord,
at the time the next payment of rent is then due under this Lease, in addition
to such payment of rent, an amount equal to the next three (3) months rent due
under this Lease, said amount to be held by Landlord in escrow until either
the Trustee or Tenant defaults in its payments of rent or other obligations
under this Lease (whereupon Landlord shall have the right to draw upon such
escrowed funds) or until the expiration of this Lease (whereupon the funds
shall be returned to the Trustee or Tenant); (B) the Tenant or Trustee must
agree to pay to Landlord, at any time the Landlord is authorized to and does
draw upon the funds escrowed pursuant to subparagraph (A) above, the amount
necessary to restore such escrow account to the original level required by
said provision; (C) Tenant must pay the cost of all services, if any, provided
by Landlord for which ▇▇▇▇▇▇ is charged other than pursuant to Paragraph 3
hereof (whether directly or through agents or contractors, and whether or not
the cost of such services is to be passed through to Tenant) in advance of the
performance or provision of such services; (D) the Trustee must agree that
▇▇▇▇▇▇'s business shall be conducted in a first class manner, and that no
liquidation sales, auctions, or other non-first class business operations
shall be conducted on the premises; (E) the Trustee must agree that the use of
the premises as stated in this Lease will remain unchanged; and (F) the
Trustee must agree that the assumption or assignment of this Lease will not
violate or affect the rights of other tenants in the Building.
* Nothwithstanding any provision of this Lease Agreement, Tenant shall not be
prevented from making a separate claim or cause of action which Tenant may have
directly against the condemming authority and which ▇▇▇▇▇▇ is able to pursue
without interfering with ▇▇▇▇▇▇▇▇'s claim or cause of action and without
eliminating ▇▇▇▇▇▇▇▇'s right to ▇▇▇▇▇▇▇▇'s award.
JACo
rev. 3-10-83
7
18
(vii) FAILURE TO PROVIDE ADEQUATE ASSURANCE. In the event Tenant is
unable (A) to cure its defaults, (B) to reimburse Landlord for its monetary
damages, (C) to pay when due the rent due under this Lease, or any other
payments required of Tenant under this Lease, or (D) to meet the criteria and
obligations imposed by paragraph 16(b)(vi) above, then Tenant agrees in
advance that it has not met its burden to provide adequate assurance of future
performance, and this Lease may be terminated by Landlord in accordance with
paragraph 16(b)(i) above.
17. DEFAULT OF TENANT.
(a) EVENTS OF DEFAULT. The following shall be "Events of Default"
under this Lease:
(i) If Tenant shall fail to pay any monthly (or annual installment of
rent (as required by paragraph 3 or paragraph 17 (b)(iv) hereof) and if such
failure continues for a period of five (5) days after ▇▇▇▇▇▇▇▇'s written
notice thereof to Tenant, or
(ii) If Tenant shall fail to timely make any other payment required
under this Lease, if such failure continues for a period of five (5) days
after ▇▇▇▇▇▇▇▇'s written notice thereof to Tenant, or
(iii) If Tenant shall violate or fail to perform any of the other
terms, conditions, covenants or agreements herein made by Tenant, if such
violation or failure continues for a period of five (5) days after Landlord's
written notice thereof to Tenant; provided that no such notice shall be
required if Tenant has received a similar notice within three hundred
sixty-five (365) days prior to such violation or failure.
(b) LANDLORD'S REMEDIES. Should an Event of Default occur under this
Lease, Landlord may pursue any or all of the following remedies:
(i) TERMINATION OF LEASE. Landlord may terminate this Lease, by
giving written notice of such termination to Tenant, whereupon this Lease
shall automatically cease and terminate and Tenant shall be immediately
obligated to quit the premises. Any other notice to quit or notice of
▇▇▇▇▇▇▇▇'s intention to re-enter the premises is hereby expressly waived. If
Landlord elects to terminate this Lease, everything contained in this Lease on
the part of Landlord to be done and performed shall cease without prejudice,
subject, however, to the right of Landlord to recover from Tenant all rent and
any other sums accrued up to the time of termination or recovery of possession
by Landlord, whichever is later.
(ii) SUIT FOR POSSESSION. Upon termination of this Lease pursuant to
paragraph 17(b)(i), Landlord may proceed to recover possession of the premises
under and by virtue of the provisions of the laws of the District of Columbia,
or by such other proceedings, including re-entry and possession, as may be
applicable.
(iii) RELETTING OF PREMISES. Should this Lease be terminated before
the expiration of the term of this Lease by reason of Tenant's default as
hereinabove provided, or if Tenant shall abandon or vacate the premises before
the expiration or termination of the term of this Lease without having paid
the full rental for the remainder of such term, Landlord shall use best
efforts to relet the premises for such rent and upon such terms as are not
unreasonable under the circumstances and, if the full rental reserved under
this Lease (and any of the costs, expenses or damages indicated below) shall
not be realized by Landlord, Tenant shall be liable for all damages sustained
by Landlord, including without limitation, deficiency in rent, reasonable
attorneys' fees, brokerage fees and expenses of placing the premises in first
class rentable condition. Landlord, in putting the premises in good order or
preparing the same for rerental may, at Landlord's option, make such
alterations, repairs, or replacements in the premises as Landlord, in its sole
judgment, considers advisable and necessary for the purpose of reletting the
premises, and the making of such alterations, repairs, or replacements shall
not operate or be construed to release Tenant from liability hereunder as
aforesaid. 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.
(iv) ACCELERATION OF PAYMENTS. If Tenant shall fail to pay any
monthly installment of rent pursuant to the terms of paragraph 3 of this
Lease, together with any additional rent due under this Lease, within twenty
(20) days of the date when each such payment is due, for three (3) consecutive
months, or three (3) times in any period of six (6) consecutive months, then
Landlord may, by giving written notice to Tenant exercise any of the following
options: (A) declare the entire rent reserved under this Lease to be due and
payable within ten (10) days of such notice, (B) declare the rent reserved
under this Lease for the next six (6) months (or at Landlord's option for a
lesser period) to be due and payable within ten (10) days of such notice; (C)
require an additional security deposit to be paid to Landlord within ten (10)
days of such notice, in an amount not to exceed six (6) months rent. Landlord
may invoke any of the options provided for herein at any time during which an
Event of Default remains uncured. In the event Landlord gives notice to Tenant
of its election to exercise any of the foregoing options pursuant to this
paragraph 17(b)(iv) and Tenant fails to comply therewith. Landlord may
terminate this Lease as provided elsewhere in this paragraph 17(b).
(v) MONETARY DAMAGES. Any damage or loss of rent sustained by
Landlord may be recovered by Landlord, at Landlord's option, at the time of
the reletting, or in separate actions, from time to time, as said damage shall
have been made more easily ascertainable by successive relettings, or at
▇▇▇▇▇▇▇▇'s option in a single proceeding deferred until the expiration of the
term of this Lease (in which event Tenant hereby agrees that the cause of
action shall not be deemed to have accrued until the date of expiration of
said term) or in a single proceeding prior to either the time of reletting or
the expiration of the term of this Lease. In addition, should it be necessary
for Landlord to employ legal counsel to enforce any of the provisions herein
contained, ▇▇▇▇▇▇ agrees to pay all attorneys' fees and court costs reasonably
incurred.
(vi) ANTICIPATORY BREACH; CUMULATIVE REMEDIES. Nothing contained
herein shall prevent the enforcement of any claim Landlord may have against
Tenant for anticipatory breach of the unexpired term of this Lease. In the
event of a breach or anticipatory breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have the right of injunction and the right
to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not provided for herein. Mention in this
Lease of any particular remedy shall not preclude Landlord from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of
Landlord obtaining possession of the premises, by reason of the violation by
▇▇▇▇▇▇ of any of the covenants and conditions of this Lease, or otherwise.
(c) WAIVER. If, under the provisions hereof, Landlord shall institute
proceedings against Tenant and a compromise or settlement thereof shall be
made, the same shall not constitute a waiver of any other covenant, condition
or agreement herein contained, nor of any of Landlord's rights hereunder. No
waiver by Landlord of any breach of any covenant, condition or agreement
herein contained shall operate as a waiver of such covenant, condition, or
agreement itself, or of any subsequent breach thereof. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly installments of rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or letter
accompanying a check for payment of rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or to pursue any other remedy
provided in this Lease. No re-entry by ▇▇▇▇▇▇▇▇, and no acceptance by Landlord
of keys from Tenant, shall be considered an acceptance of a surrender of the
Lease.
(d) RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT.
If Tenant defaults in the making of any payment or in the doing of any act
herein required to be made or done by Tenant, then Landlord may, but shall not
be required to, make such payment or do such act, and charge the amount of the
expense thereof, if made or done by Landlord, with interest thereon at the
rate per annum which is two percent (2%) greater than the "prime rate" then in
effect at Citibank, N.A., New York, New York, from the date paid by Landlord
to the date of payment thereof by ▇▇▇▇▇▇; provided, however, that nothing
herein contained shall be construed or implemented in such a manner as to
allow Landlord to charge or receive interest in excess of the
JACo
rev. 9-1-91
8
19
maximum legal rate that is allowed by law. Such payment and interest shall
constitute additional rent hereunder due and payable with the next monthly
installment of rent; but the making of such payment or the taking of such
action by Landlord shall not operate to cure such default or to estop Landlord
from the pursuit of any remedy to which Landlord would otherwise be entitled.
(e) LATE PAYMENT. If Tenant fails to pay any installment of rent and/or
additional rent (in accordance with paragraph 3) on or before the first (1st)
day of the calendar month when such installment becomes due and payable. Tenant
shall pay to Landlord a late charge of five percent (5%) of the amount of such
installment, and, in addition, such unpaid installment shall bear interest at
the rate per annum which is two percent (2%) greater than the "prime rate" then
in effect at Citibank, N.A., New York, New York from the date such installment
became due and payable to the date of payment thereof by Tenant; provided,
however, that nothing herein contained shall be construed or implemented in
such a manner as to allow Landlord to charge or receive interest in excess of
the maximum legal rate then allowed by law. Such late charge and interest shall
constitute additional rent hereunder due and payable with the next monthly
installment of rent due, or if payments have been accelerated pursuant to
paragraph 17(b)(iv) above, due and payable immediately.
18. HOLDING OVER. In the event that ▇▇▇▇▇▇ shall not immediately
surrender the premises on the date of expiration of the term hereof, Tenant
shall, by virtue of the provisions hereof, become a tenant by the month. In
such event Tenant shall be required to pay one and one half (1-1/2) the basic
rent required under paragraph 3(a) hereof, together with all additional rent in
effect during the last month of the term of this Lease. Such monthly tenancy
shall commence with the first day next after the expiration of the term of this
Lease. Except as otherwise provided above with respect to the payment of rent,
Tenant shall, as a monthly tenant, be subject to all of the terms, conditions,
covenants and agreements of this Lease. Tenant shall give Landlord at least
thirty (30) day's written notice of any intention to quit the premises, and
Tenant shall be entitled to (30) thirty day's written notice to quit the
premises; provided, however, that if ▇▇▇▇▇▇ is in default hereunder, Tenant
shall not be entitled to any notice to quit, the usual thirty (30) day's notice
to quit being hereby expressly waived. Notwithstanding the foregoing provisions
of this paragraph 18, in the event that Tenant shall hold over after the
expiration of the term of this Lease, and if Landlord shall desire to regain
possession of the premises promptly at the expiration of the term of this
Lease, then at any time prior to Landlord's acceptance of rent from Tenant as a
monthly tenant hereunder, Landlord, at its option, may forthwith reenter and
take possession of the premises without process, or by any legal process in
force in the District of Columbia.
19. SECURITY DEPOSIT. In the event Tenant shall commit more than two (2)
events of monetary default in any one (1) Lease Year, Tenant shall deposit with
Landlord the sum of Twelve Thousand Twenty Five and 42/100 Dollars ($12,025,42)
as a security deposit. Such security deposit, which shall not bear interest to
Tenant, shall be considered as security for the payment and performance by
Tenant of all of Tenant's obligations, covenants, conditions and agreements
under the Lease. Upon the expiration of the term hereof (or any renewal or
extension thereof in accordance with this Lease). Landlord shall (provided that
Tenant is not in default under the terms hereof) return and pay back such
security deposit to Tenant, less such portion thereof as Landlord shall have
retained to make good any default by Tenant with respect to any of Tenant's
aforesaid obligations, covenants, conditions or agreements. In the event of any
default by Tenant hereunder during the term of this Lease, Landlord shall have
the right, but shall not be obligated, to apply all or any portion of the
security deposit to cure such default, in which event Tenant shall be obligated
promptly to deposit with Landlord the amount necessary to restore the security
deposit to the amount held by Landlord immediately prior to such advance by
Landlord. In the event of the sale or transfer of Landlord's interest in the
Building, Landlord shall have the right to transfer the security deposit to the
purchaser or transferee, in which event Tenant shall look only to the new
landlord for the return of the security deposit and Landlord shall thereupon be
released from all liability to Tenant for the return of such security deposit.
20. COVENANTS OF LANDLORD.
(a) QUIET ENJOYMENT. Landlord covenants that it has the right to make
this Lease for the term aforesaid, and that if Tenant shall pay the rent and
perform all of the covenants, terms, conditions and agreements of this Lease to
be performed by Tenant, Tenant shall, during the term hereby created, freely,
peaceably and quietly occupy and enjoy the full possession of the premises
without molestation or hindrance by Landlord or any party claiming through or
under Landlord, subject to the provisions of paragraph 20(b) and paragraph
21(k) thereof.
(b) RESERVATION. Landlord hereby reserves to itself and its successors
and assigns the following rights (all of which are hereby consented to by
Tenant): (i) to change the street address and/or name of the Building and/or
the arrangement and/or location of entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets, or other public parts of the Building,
(ii) to erect, use and maintain pipes and conduits in and through the premises
and (iii) to grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building. Landlord may exercise any or all of
the foregoing rights without being deemed to be guilty of an eviction, actual
or constructive, or a disturbance or interruption of the business of Tenant or
Tenant's use or occupancy of the premises. In the event of any sale or transfer
by the then Landlord hereunder of the Building, the landlord whose interest is
sold or transferred shall be and hereby is completely released and forever
discharged from and in respect of all covenants, obligations and liabilities as
landlord hereunder accruing after the date of such sale or transfer but only if
the transferee landlord agrees in writing to be bound by the terms of this
Lease.
21. MISCELLANEOUS.
(a) NO REPRESENTATIONS BY LANDLORD. Tenant acknowledges that neither
Landlord nor any broker, agent or employee of Landlord has made any
representations or promises with respect to the premises or the Building except
as herein expressly set forth, and no rights, privileges, easements or licenses
are acquired by Tenant except as herein expressly set forth. The Tenant, by
taking possession of the premises, shall accept the same "as is," and such
taking of possession shall be conclusive evidence that the premises and the
Building are in good and satisfactory condition at the time of such taking of
possession, except as conditioned in a executed Exhibit D, Estoppel
Certificate, at the time possession of the premises is taken by Tenant.
(b) NO PARTNERSHIP. Nothing contained in this Lease shall be deemed or
construed to create a partnership or joint venture of or between Landlord and
Tenant, or to create any other relationship between the parties hereto other
than that of Landlord and Tenant.
* except as conditioned in executed Exhibit ▇. ▇▇▇▇▇▇▇▇ Certificate, at the
time pommsion of the premisses is taken by Tenent.
JACo
rev. 2-1-84
9
20
(c) BROKERS. Landlord recognizes The ▇▇▇▇ ▇▇▇▇▇▇▇ Management Company as
the sole broker procuring this Lease and shall pay said broker a commission
therefor pursuant to a separate agreement between said broker and Landlord.
Landlord and Tenant each represent and warrant one to another that except as
set forth herein neither of them has employed any broker, agent or finder in
carrying on the negotiations relating to this Lease. ▇▇▇▇▇▇▇▇ shall indemnify
and hold Tenant harmless and Tenant shall indemnify and hold Landlord harmless
from and against any claim or claims for brokerage or other commission arising
from or out of any breach of the foregoing representation and warranty by the
respective indemnitors.
(d) ESTOPPEL CERTIFICATE. ▇▇▇▇▇▇ agrees, at any time and from time to
time during the term of this Lease, upon not less than five (5) days prior
written notice by ▇▇▇▇▇▇▇▇, to execute, acknowledge and deliver to Landlord a
statement in the form attached as Exhibit D in writing which shall contain
substantially the following provisions: (i) a statement that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
modifications), (ii) a statement of the dates to which the rent and any other
charges hereunder have been paid by ▇▇▇▇▇▇, (iii) a statement of whether or
not, to the best knowledge of Tenant, 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, (iv) a
statement of the address to which notices to Tenant should be sent, (v) a
statement that all work required to be performed by the Landlord under this
Lease has been completed and that ▇▇▇▇▇▇ accepts the premises and improvements
therein, (vi) a statement that Tenant will not attempt to terminate this Lease
by reason of Landlord's default or omission without giving written notice of
such default or omission to Landlord and any mortgagee of which ▇▇▇▇▇▇ has
knowledge and
(vii) such other statement or statements as Landlord, any
prospective purchaser of the Building or the Land, any mortgagee or prospective
mortgagee of the Building or the Land or of Landlord's interest in either
and/or any prospective assignee of any such mortgagee, may reasonably request.
Any such statement delivered pursuant hereto, may be relied upon by any owner
of the Building or the Land, any prospective purchaser of the Building or the
Land, any mortgagee or prospective mortgagee of the Building or the Land or of
Landlord's interest in either, or any prospective assignee of any such
mortgagee. Tenant will agree to make such reasonable changes or modifications
to this Lease as may be required by any mortgagee of the Building and/or the
Land, provided that such changes or modifications shall not increase the amount
of rent required under Paragraph 3(a) hereof, shorten the term of this Lease or
change or redefine the premises.
(e) WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other on or in respect of any matter whatsoever arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant hereunder, ▇▇▇▇▇▇'s use or occupancy of the premises, and/or any claim
of injury or damage.
(f) LIABILITY. It is expressly understood and agreed that the liability
of Landlord to Tenant under this Lease is restricted solely to the assets of
the limited partnership which owns the Building and that the partners thereof
shall have no personal liability under this Lease. Tenant covenants and agrees
to look solely to the Building and the Land for the satisfaction of any
liability of Landlord to Tenant hereunder, and ▇▇▇▇▇▇ agrees not to bring any
action asserting personal liability of the partners of said limited
partnership.
(g) NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered in person (with receipt
therefor) or by certified or registered mail, return receipt requested,
first-class postage prepaid, (i) if to Landlord at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ with copy to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., c/o of Lane &
▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. 20037 and (ii) if to Tenant, prior
to the Lease Commencement Date, at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇.▇., ▇▇▇▇▇ c/o ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ and after the Lease Commencement Date, at
the premises, unless notice of a change of address is given pursuant to the
provisions of this article.
(h) INVALIDITY OF PARTICULAR PROVISIONS. In any provision of this Lease
or the application thereof to any person or circumstances shall to any extent
be invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.
(i) GENDER AND NUMBER. Feminine or neuter pronouns shall be substituted
for those of the masculine form, and the plural shall be substituted for the
singular number, in any place or places herein in which the context may
require such substitution.
(j) BENEFIT AND BURDEN. The provisions of this Lease shall be binding
upon, and shall inure to the benefit of, the parties hereto and each of their
respective representatives, successors and assigns. Landlord may freely and
fully assign its interest hereunder.
(k) SUBORDINATION. This Lease is subject and subordinate to the lien
of any and all mortgages (which term "mortgages" shall include both
construction and permanent financing and shall include deeds of trust, ground
leases and similar security instruments) which may now or hereafter encumber or
otherwise affect the Land and Building of which the premises form a part, or
Landlord's leasehold interest therein, and to all and any renewals, extensions,
modifications, recastings or refinancings thereof. Tenant shall, upon not less
than five (5) days' prior written notice by ▇▇▇▇▇▇▇▇, promptly execute,
acknowledge and deliver to Landlord any written statement or agreement
confirming such subordination reasonably required by Landlord or any of its
lenders. Tenant hereby constitutes and appoints Landlord as ▇▇▇▇▇▇'s
attorney-in-fact to execute any such certificate or other document for or on
behalf of Tenant. Tenant agrees that in the event that any proceedings are
brought for the foreclosure of any such mortgage, Tenant shall attorn to the
purchaser at such foreclosure sale, if requested to do so by such purchaser,
and shall recognize such purchaser as the landlord under this Lease, and Tenant
waives the provisions of any statute or rule of law, now or hereafter in
effect, which may give or purport to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder
in the event that any such foreclosure proceeding is prosecuted or completed.
In addition, if the Landlord's leasehold interest shall be terminated, ▇▇▇▇▇▇
agrees that this Lease shall remain in full force and effect, (or if terminated
by law as a result of Landlord's interest being terminated, ▇▇▇▇▇▇ will enter
into a new Lease with the identical terms and conditions of this Lease)
(l) ENTIRE AGREEMENT. This Lease, together with Exhibits A through E
attached hereto, contains and embodies the entire agreement of the parties
hereto, and no representations, inducements or agreements between the parties,
oral or otherwise, not contained in this Lease and the Exhibits, shall be of any
force or effect. This Lease may not be modified, changed or terminated in whole
or in part in any manner other than by an agreement in writing duly signed by
both parties hereto.
* provided no such changes shall be a material change and Landlord certifies
in writing that every other tenant in the Building must make identical changes
or modifications to their respective leases.
JACo
rev. 2-1-84
10
21
IN WITNESS WHEREOF, Landlord and ▇▇▇▇▇▇ have executed this Lease under
seal on the day and year first hereinabove written.
ATTEST: LANDLORD: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇.
By: ASSOCIATES LIMITED PARTNERSHIP
[SIG] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- ------------------------------------
ASSISTANT Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
PRESIDENT
THE ▇▇▇▇ ▇▇▇▇▇▇▇ COMPANY
MANAGING GENERAL PARTNER
[Corporate Seal]
ATTEST: TENANT: THE ▇▇▇▇▇▇ NATIONAL BANK
[SIG] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
PRESIDENT AND CHIEF EXECUTIVE OFFICER
[CORPORATE SEAL]
The undersigned Broker hereby executes this Lease solely to agree to
the provisions of paragraph 21(c) hereof.
WITNESS: BROKER: THE ▇▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT
COMPANY
[SIG] By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
VICE PRESIDENT
22. Option to Renew. Provided Tenant is not in default of this Lease,
Tenant shall have the right, by notifying Landlord at least 270 days prior to
the Lease Expiration Date, to renew the term of this Lease for an additional
five (5) years at ninety-five percent (95%) of the then prevailing "market"
rate. In no event, however, shall the renewal rent be less than Tenant is then
paying, including all escalations, at the time of renewal. All other terms and
conditions of the renewal shall be "market" for comparable space in the
metropolitan Washington, D.C. area. If a mutually acceptable Lease amendment to
renew the term is not fully executed by both the Landlord and Tenant 180 days
prior to the Lease Expiration Date, the right to renew the term of the Lease
shall automatically become null and void and of no further effect.
11
22
EXHIBIT A
SECOND FLOOR
[FLOOR PLAN]
Reference is hereby made to a certain Agreement of Lease dated May 10,
1988 (the "Lease"), to which this floor plan is attached. Definition of terms
are set forth in the Lease.
23
EXHIBIT B
WORK AGREEMENT AND ALLOWANCES
Reference is made to a certain Agreement of Lease dated May 10 1988
(the "Lease") to which this Work Agreement and Allowances is attached.
Definition of terms are set forth in the Lease.
1. ▇▇▇▇▇▇▇▇ agrees to furnish the premises in an "as is" condition.
3. ▇▇▇▇▇▇▇▇ further agrees to perform, at ▇▇▇▇▇▇'s request, and upon
submission by Tenant of necessary drawings, plans and specifications, any
additional or non-standard work over and above that specified in paragraph 2
hereof. Such work shall be performed by
JACo
rev. 2-1-84
1
24
Landlord at Tenant's sole expense, as extra tenant work. Prior to commencing
any such work requested by ▇▇▇▇▇▇. Landlord will submit to Tenant written
estimates of the cost of any such work. If Tenant shall fail to approve in
writing the drawings, plans or specifications and/or the cost estimates by the
dates set forth in paragraph 1(c) above, the same shall be deemed disapproved in
all respects by ▇▇▇▇▇▇, and Landlord shall not be authorized to proceed
therewith.
▇▇▇▇▇▇ agrees to pay to Landlord, promptly upon being billed therefor,
the cost of all non-standard or additional work, together with ten percent (10%)
overhead, and ten percent (10%) profit of such costs. Tenant shall pay
one-half(1/2) of said costs upon approval of the cost estimates and shall pay
the entire remaining balance of said costs when such non-standard or additional
work is one-half (1/2) complete, as determined by ▇▇▇▇▇▇▇▇'s architect and/or
engineer. All such payments shall constitute additional rent under the Lease,
and in the event of nonpayment thereof by Tenant, Landlord shall have all of the
rights and remedies set forth in the Lease.
JACo
rev. 4-2-81
2
25
EXHIBIT C
RULES AND REGULATIONS
Reference is made to a certain Agreement of Lease dated May 10, 1988
(the "Lease"), to which these Rules and Regulations are attached. Definitions
of terms are set forth in the Lease.
The following rules and regulations have been formulated for the safety
and well-being of all tenants of the Building and to insure compliance with all
municipal and other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe and unannoyed occupancy in the Building in accordance with the Lease. Any
continuing violation of these rules and regulations by ▇▇▇▇▇▇, after notice
from Landlord, shall be deemed to be an Event of Default under the Lease.
Landlord may, upon request by any tenant, waive the compliance by such
tenant to any of these rules and regulations, provided that (i) no waiver shall
be effective unless signed by Landlord or Landlord's authorized agent, (ii) any
such waiver shall not relieve such tenant from the obligation to comply with
such rule or regulation in the future unless expressly consented to by
Landlord, (iii) no waiver granted to any tenant shall relieve any other tenant
from the obligation of complying with the rules and regulations unless such
other tenant has received a similar waiver in writing from the Landlord, and
(iv) any such waiver by Landlord shall not relieve Tenant from any obligation
or liability of Tenant to Landlord pursuant to the Lease for any loss or damage
occasioned as a result of ▇▇▇▇▇▇'s failure to comply with any such rule or
regulation.
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, halls or other parts of the Building not occupied by any
tenant shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress and egress to and from the premises, and if the
premises are situated on the ground floor of the Building, the tenant thereof
shall, at said tenant's own expense, keep the sidewalks and curb directly in
front of the premises clean and free from ice and snow. Landlord shall have the
right to control and operate the public portions of the Building and the
facilities furnished for common use of the tenants in such manner as Landlord
deems best for the benefit of the tenants generally. No tenant shall permit the
visit to the premises of persons in such numbers or under such conditions as to
interfere with the use and enjoyment by other tenants of the entrances,
corridors, elevators and other public portions or facilities of the Building.
2. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No drapes,
blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the premises, without the prior written
consent of Landlord. Such awnings, projections, curtains, blinds, shades,
screens or other fixtures must be of a quality, type, design and color, and
attached in the manner, approved by Landlord.
3. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules without the prior written consent of Landlord.
4. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, chemicals, paints, cleaning fluids or other
substances shall be thrown therein. All damages resulting from any misuse of
the fixtures shall be borne by the tenant who, or whose servants, employees,
agents, visitors or licensees, shall have caused the same.
5. There shall be no marking, painting, drilling into or in any way
defacing the Building or any part of the premises visible from public areas of
the Building. Tenant shall not construct, maintain, use or operate within the
premises any electrical device, wiring or apparatus in connection with a loud
speaker system or other sound system, except as reasonably required for its
communication system and approved prior to the installation thereof by
Landlord. No such loud speaker or sound system shall be constructed,
maintained, used or operated outside of the premises.
6. No bicycles, vehicles or animals, birds or pets of any kind shall
be brought into or kept in or about the premises, and no cooking (except for
hot-plate cooking by Tenant's employees for their own consumption, the
equipment for and location of which are first approved by Landlord) shall be
done or permitted by any tenant on the premises. No tenant shall cause or
permit any unusual or objectionable odors to be produced upon or permeate from
the premises.
7. No space in the Building shall be used for manufacturing of goods
for sale in the ordinary course of business, for the storage of merchandise for
sale in the ordinary course of business, or for the sale at auction of
merchandise, goods or property of any kind. Furthermore, the use of the
premises by each tenant was approved by Landlord prior to execution of the
Lease and such use may not be changed without the prior approval of Landlord.
8. No tenant shall make any unseemly or disturbing noises or disturb
or interfere with occupants of the Building or neighboring buildings or
premises or those having business with them whether by the use of any musical
instrument, radio, talking machine, unmusical noise, whistling, singing or in
any other way. No tenant shall throw anything out of the doors or windows or
down the corridors or stairs.
9. No flammable, combustible or explosive fluid, chemical or substance
shall be brought or kept on the premises.
10. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by any tenant, nor shall any changes be made in
existing locks or the mechanism thereof. The doors leading to the corridors or
main halls shall be kept closed during business hours except as they may be
used for ingress or egress. Each tenant shall, upon the termination of his
tenancy, restore to the Landlord all keys of stores, offices, storage and
toilet rooms either furnished to, or otherwise procured by, such tenant, and in
the event of the loss of any keys so furnished, such tenant shall pay to
Landlord the cost thereof.
11. Landlord reserves the right to inspect all freight to be brought
into the Building and to exclude from the Building all freight which violates
any of these rules and regulations or the Lease.
12. No tenant shall pay any employees on the premises, except those
actually working for such tenant on the premises.
13. Landlord reserves the right to exclude from the Building at all
times any person who is not known or does not properly identify himself to the
Building management, security guard on duty or security system monitor.
Landlord may, at its option, require all persons admitted to or leaving the
Building between the hours of 6:00 p.m. and 8:00 a.m., Monday through Friday,
and at any hour, Saturdays, Sundays and legal holidays, to register. Each
tenant shall be responsible for all persons for whom he authorizes entry into
or exit out of the Building, and shall be liable to Landlord for all acts or
omissions of such persons.
14. The premises shall not, at any time, be used for lodging or
sleeping or for any immoral or illegal purpose.
15. Each tenant, before closing and leaving the premises at any time,
shall see that all windows are closed and all lights turned off.
16. Landlord's employees shall not perform any work or do anything
outside of their regular duties, unless under special instruction from the
management of the Building. The requirements of tenants will be attended to
only upon application to Landlord and any such special requirements shall be
billed to Tenant (and paid with the next installment of rent due) at the
schedule of charges maintained by Landlord from time to time or at such charge
as is agreed upon in advance by Landlord and ▇▇▇▇▇▇.
17. Canvassing, soliciting and peddling in the Building is prohibited
and each tenant shall cooperate to prevent the same.
JACo
rev. 4-2-81
1
26
18. There shall not be used in any space, or in the public halls of
the Building, either by any tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks except those equipped with rubber tires
and side guards, and Tenant shall be responsible to Landlord for any loss or
damage resulting from any deliveries of Tenant to the Building.
19. Mats, trash or other objects shall not be placed in the public
corridors.
20. Landlord does not maintain suite finishes which are non-standard,
such as kitchens, bathrooms, wallpaper, special lights, etc. However, should
the need for repairs of items not maintained by Landlord arise, ▇▇▇▇▇▇▇▇ will
arrange for the work to be done at ▇▇▇▇▇▇'s expense.
21. Drapes installed by Landlord for the use of Tenant or drapes
installed by Tenant, which are visible from the exterior of the Building, must
be cleaned by Tenant at least once a year, without notice, at Tenant's own
expense.
22. The amount of liability insurance required to be maintained by
Tenant pursuant to Paragraph 11(b) of the Lease for bodily injury and property
damage is $2 million combined single limit. Landlord may from time to time
require Tenant to increase its insurance coverage to an amount determined by
Landlord to be satisfactory in Landlord's sole judgment.
JACo
rev. 4-2-81
2
27
EXHIBIT D
ESTOPPEL CERTIFICATE (BY TENANT)
Premises
------------------------------------------------------------------
Lease Dated
------------------------------------------------------------------
between
------------------------------------------------------------------
and
------------------------------------------------------------------
commencing , 1987.
-----------------------------------------------------------
The undersigned, the tenant under the above Lease, hereby certifies to
Connecticut General Life Insurance Company, the holder of a Lien Instrument upon
the above property, that said Lease is presently in full force and effect and
unmodified except as indicated at the end of this certificate; that the
undersigned has accepted possession of said property and that any improvements
required by the terms of said Lease to be made by the Lessor, have been
completed to the satisfaction of the undersigned except as specified to the
contrary; that no rent under said ▇▇▇▇▇ has been paid more than thirty (30) days
in advance of its due date; that the address for notices to be sent to the
undersigned is as set forth in said Lease, or set forth below; and that the
undersigned, as of this date has no charge, lien or claim of set off under said
Lease or otherwise, against rents or other charges due or to become due
thereunder, unless set forth specifically below.
The undersigned further agrees with Connecticut General Life Insurance
Company that from and after the date hereof, the undersigned will not seek to
terminate said Lease by reason of any act or omission of the Landlord until the
undersigned shall have given written notice of such act or omission to the
holder of said ▇▇▇▇ Instrument (at such holder's address furnished in said
Instrument or last furnished to the undersigned) and until the same cure periods
which are provided Landlord under the Lease shall have elapsed following the
giving of such notice, during which period such holder shall have the right, but
shall not be obligated, to remedy such act or omission.
Dated: , 1988.
-----------------------------
▇▇▇▇▇▇ National Bank
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
President and Chief Executive Officer
Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
Suite 200
Washington, D.C. 20006
28
EXHIBIT E
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
(Mortgagee)
THIS AGREEMENT, made this ______ day of ____________ 1984 between
________________________________________ with offices at _______________________
________________________________________ (hereinafter called "Tenant"),
CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation having
its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called "Mortgagee"), and ▇▇▇▇ ▇ ▇▇▇▇▇▇,
▇.▇. Associates Limited Partnership, a Limited Partnership organized and
existing under the laws of the District of Columbia (hereinafter referred to as
"Landlord").
WITNESSETH:
WHEREAS, the Tenant has entered into a certain lease (the "Lease")
dated _________________ with Landlord covering premises within a certain
building known as 1667 K Street, N.W. (the "Premises"); and more particularly
described as Lot #▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇.; and
WHEREAS, the Mortgagee (has agreed to make a mortgage loan (the
"Mortgage") to the Landlord, provided, however, that said Lease is subordinate
to the lien of the Mortgage) (is currently the holder of a mortgage covering
the Premises pursuant to a Deed of Trust dated _________________, and recorded
as Document ______________________ in the Land Records of the District of
Columbia) (the "Mortgage"); and
WHEREAS, Mortgagee has been requested by ▇▇▇▇▇▇ and by Landlord to enter
into a non-disturbance agreement with Tenant;
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto mutually covenant and agree as
follows:
1. The Lease and any extensions, renewals, replacements or
modifications thereof, and all of the right, title and interest of the Tenant
in and to said Premises are and shall be subject and subordinate to the
Mortgage and to all of the terms and conditions contained herein, and to any
renewals, modifications, replacements, consolidations and extensions thereof.
2. Mortgagee consents to the Lease and, in the event of foreclosure
of said Mortgage, or in the event Mortgagee comes into possession or acquires
title to the Premises as a result of the enforcement of the foreclosure of the
Mortgage or mortgage note, or as a result of any other means. Mortgagee agrees
to recognize ▇▇▇▇▇▇ and further agrees that Tenant shall not be disturbed in
its possession of the Premises for any reason other than one which would
entitle the Landlord to terminate the Lease under its terms or would cause,
without any further action by such Landlord, the termination of the Lease or
would entitle such Landlord to dispossess the Tenant from the Premises.
3. Tenant agrees with Mortgagee that if the interests of Landlord
in the Premises shall be transferred to and owned by Mortgagee by reason of
foreclosure or other proceedings brought by it, or by any other matter. Tenant
shall be bound to Mortgagee under all the terms, covenants and conditions of
the Lease for the balance of the term thereof remaining and any extensions or
renewals thereof which may be affected in accordance with any option therefor
in the Lease, with the same force and effect as if Mortgagee were the Landlord
under the Lease, and Tenant does hereby attorn to Mortgagee as its Landlord,
said attornment to be effective and self-operative without the execution of any
further instruments on the part of any of the parties hereto immediately upon
Mortgagee succeeding to the interest of the Landlord in the Premises. ▇▇▇▇▇▇
agrees, however, upon the election of and written demand by Mortgagee within
twenty (20) days after Mortgagee receives title to the Premises, to execute an
instrument in confirmation of the foregoing provisions, satisfactory to
Mortgagee, in which Tenant shall acknowledge such attornment and shall set
forth the terms and conditions of its tenancy.
4. Tenant agrees with Mortgagee that if Mortgagee shall succeed to
the interest of Landlord under the Lease, Mortgagee shall not be (a) liable for
any action or omission of any prior landlord under the Lease, or (b) subject to
any offsets or defenses which Tenant might have against any prior landlord, or
(c) bound by any rent or additional rent which Tenant might have paid for more
than the current month to any prior Landlord, or (d) bound by any security
deposit which Tenant may have paid to any prior landlord, or (e) bound by any
amendment or modification of the Lease made without Mortgagee's consent, or (f)
bound by any provision in the Lease which obligates the Landlord to erect or
complete any building or to perform any construction work or to make any
improvements to the Premises. Tenant further agrees with Mortgagee that ▇▇▇▇▇▇
will not voluntarily subordinate the Lease to any lien or encumbrance without
Mortgagee's consent.
5. In the event that the Landlord shall default in the performance
or observance of any of the terms, conditions or agreements in the Lease,
Tenant shall give written notice thereof to the Mortgagee and the Mortgagee
shall have the right (but not the obligation) to cure such default. Tenant
shall not take any action with respect to such default under the Lease
including without limitation any action in order to terminate, rescind or void
the Lease or to withhold any rental thereunder, for a period of 10 days after
receipt of such written notice thereof by the Mortgagee with respect to any
such default capable of being cured by the payment of money and for a period of
30 days after receipt of such written notice thereof by the Mortgagee with
respect to any other such default (provided, that in the case of any default
which cannot be cured by the payment of money and cannot with diligence be
cured within such 30-day period because of the nature of such default or
because Mortgagee requires time to obtain possession of the Premises in order
to cure the default, if the Mortgagee shall proceed promptly to attempt to
obtain possession of the Premises, where possession is required, and to cure
the same and thereafter shall prosecute the curing of such default with
diligence and continuity, then the time within which such default may be cured
shall be extended for such period as may be necessary to complete the curing of
the same with diligence and continuity).
6. Landlord agrees with Mortgagee that ▇▇▇▇▇▇▇▇'s estate in the
Premises shall not be conveyed or encumbered without the written consent of the
Mortgagee so long as the Lease is in effect.
7. Landlord agrees with Mortgagee that ▇▇▇▇▇▇▇▇'s estate in the
Premises shall not be conveyed nor shall Landlord further assign Landlord's
interest in the Lease, unless the grantee or assignee shall acknowledge in
writing to the Mortgagee that the conveyance or assignment is accepted subject
to the Lease. Landlord further agrees that in the event said estate in the
Premises or said interest in the Lease passes to any other person, firm or
corporation, by operation of law or by any other means, such passage of title
shall be applicable to the Lease.
8. This Agreement shall bind and inure to the benefit of the
parties hereto, their successors and assigns. As used herein the term "Tenant"
shall include the Tenant, its successors and assigns; the words "foreclosure"
and "foreclosure sale" as used herein shall be deemed to include the acquisition
of Landlord's estate in the Premises by voluntary deed (or assignment) in lieu
of foreclosure, and the word "Mortgagee" shall include the Mortgagee herein
specifically named and any of its successors and assigns, including anyone who
shall have succeeded to Landlord's interest in the Premises by, through or
under foreclosure of the Mortgage.
JACo
rev. 2-1-84
29
9. This Agreement shall not be modified or amended except in
writing signed by all parties hereto.
10. The use of the neuter gender in this Agreement shall be deemed
to include any other gender, and words in the singular number shall be held to
include the plural, when the sense requires.
IN WITNESS WHEREOF, the parties hereto have placed their hands and
seals the day and year first above written.
Signed and acknowledge Tenant
the presence of us:
By:
--------------------------------------- ----------------------------
Attest Mortgagee
By:
--------------------------------------- ----------------------------
, Secretary , Vice President
[Corporate Seal]
Attest Landlord
By:
--------------------------------------- ----------------------------
, Secretary
[Corporate Seal]
JACo
rev. 9-1-81
2
30
AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE ("Lease") is made this 31st day of December,
1981, by (i) 1667 K Street, N.W. Associates Limited Partnership (hereinafter
referred to as "Landlord") and (ii) ▇▇▇▇▇▇ National Bank (hereinafter referred
to as "Tenant").
WHEREAS, Landlord is the owner of an office building located at ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., and more fully and legally described as Lot 71
in Square 184 in the District of Columbia as so denominated by the Surveyor of
the District of Columbia (such building being hereinafter referred to as the
"Building"); and
WHEREAS, Tenant desires to lease space in the Building and Landlord is
willing to rent Tenant space in the Building, upon the terms, conditions,
covenants and agreements set forth herein.
NOW, THEREFORE, the parties hereto, intending legally to be bound,
hereby covenant and agree as set forth below.
1. THE PREMISES. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, for the term and upon the terms, conditions, covenants
and agreements hereinafter provided, Suites 10 & 100 located on the B1 & First
floor of the Building (such space being hereinafter referred to as the
"premises"). The premises are outlined in red on Exhibit A attached hereto and
made a part hereof. The lease of the premises includes the right, together with
other tenants of the Building and members of the public, to use the common
public areas of the Building, but includes no other rights not specifically set
forth herein. Landlord shall finish the premises as set forth in Exhibit B
attached hereto and made a part hereof. It is understood and agreed that
Landlord will not make, and is under no obligation to make, any structural or
other alterations, decorations, additions or improvements in or to the premises
except as set forth in Exhibit B. See also Addendum Paragraph 31.
2. TERM * See Addendum Paragraph 22
(a) The term of this Lease (hereinafter referred to as the "term")
shall be for a period commencing on May 1, 1983 (the "Lease Commencement Date")
and expiring at midnight on April 30, 1993 (the "Lease Expiration Date").
(b) It is understood and agreed that if Tenant has fully and timely
performed in accordance with the provisions of Exhibit B hereof and if,
notwithstanding the timely submissions and approvals required of Tenant therein,
the premises are not substantially finished by Landlord in accordance with the
provisions of paragraph 2 of Exhibit B on or before the Lease Commencement Date,
or if for any other reason Landlord is unable to deliver possession of the
premises to Tenant on the Lease Commencement Date, this Lease shall not be void
or voidable, nor shall Landlord or Landlord's agents and employees be liable to
Tenant for any loss or damage resulting therefrom. In such event the Lease
Commencement Date shall be extended to the date on which Landlord substantially
completes the premises (as evidenced by a Certificate of Substantial Completion
by the Architect).
(c) It is further understood and agreed that if ▇▇▇▇▇▇ does not take
possession of the premises on the Lease Commencement Date for any reason other
than the inability of Landlord to deliver possession of the premises to Tenant
on such date as provided in paragraph 2(b) above, or if Tenant causes a delay
in the delivery of possession of the premises as set forth in paragraph 4 of
Exhibit B, the Lease Commencement Date shall not be extended, the term of this
Lease shall nonetheless begin on the Lease Commencement Date and Tenant's
obligations hereunder shall commence as of such date. If Landlord permits
Tenant to take possession of the premises prior to the Lease Commencement Date,
such tenancy shall be by the day and Tenant shall be responsible for payment of
rent, in advance, at the rate of one-thirtieth (1/30th) of the monthly rental
as set forth in paragraph 3(a) hereof, for each day of such occupancy prior to
the Lease Commencement Date, and Tenant shall comply fully with all other terms
and provisions of this Lease upon ▇▇▇▇▇▇'s possession of the premises. See
Addendum Paragraph 24.
(d) If, pursuant to the provisions of this Lease, the term of this
Lease begins on a date other than the Lease Commencement Date indicated in
paragraph 2(a) above, then Landlord shall advise Tenant in writing of such date
and thereafter the Lease Commencement Date shall be such date and the Lease
Expiration Date shall be the same number of days after the Lease Commencement
Date as it was after the original lease commencement date. For all purposes of
this Lease, the term "Lease Year" shall mean any period of twelve consecutive
calendar months during the term of this Lease which begins on the Lease
Commencement Date or an anniversary thereof.
3. RENT. Tenant shall pay as rent for the premises the following
amounts (each of which amounts shall be considered rent and all of which,
unless the context requires otherwise, are collectively referred to herein as
"rent"):
(a) BASIC RENT. Tenant shall pay as the basic rent the sum of See
Exhibit F Dollars ($ ) annually, payable in equal monthly
installments, in advance of See Exhibit F Dollars ($ ), the first
payment to be made upon the approval of the Comptroller of Currency of the
Tenant's charter and the second and subsequent monthly payments to be made on
the first day of each and every calendar month (beginning with the second month)
during the term hereof. Rent shall be made payable to Landlord at the office of
Landlord, or such other party or at such other address as Landlord may designate
from time to time by written notice to Tenant. If the term of this Lease begins
on a date other than on the first day of a month, rent from such date until the
first day of the following month shall be prorated at the rate of one-thirtieth
(1/30th) of the fixed monthly rental for each day, payable in advance.
(b) INCREASE IN REAL ESTATE TAXES. See Addendum Paragraph 33
(i) Tenant shall, for each calendar year after the Base Year (as
hereinafter defined), pay to Landlord, as additional rent, Four and forty-two
hundredths percent (4.42%) (being Tenant's agreed-upon proportionate share) of
the increase in Real Estate Taxes (as hereinafter defined) for such calendar
year over the Real Estate Taxes for the Base Year. For the purposes of this
paragraph 3(b) the term "Base Year" is hereby defined to mean the later of (i)
the calendar year 1983 or (ii) the calendar year in which the Lease
Commencement Date occurs; and the term "Real Estate Taxes" for any calendar
year is hereby defined to mean the total amount of all taxes and assessments,
general and special, ordinary and extraordinary, foreseen and unforeseen, now
or hereafter assessed, levied or imposed upon the Building and the land on
which the Building is situated (the "Land") for such year, together with any
tax in the nature of a real estate tax, an ad valorem tax on rent or any tax on
income if imposed in lieu of or in addition to real estate taxes and
assessments, and any taxes and assessments which may hereafter be substituted
for Real Estate Taxes.
(ii) In the event that the method currently used for the computation of
the assessed market value of the Building and/or the Land is discontinued or
revised, the determination of the increase in Real Estate Taxes under this
paragraph 3(b) shall thereafter be made according to a formula and procedure
which most nearly approximates the method of determination hereinabove set
forth. In the event that any business, rent or other taxes which are now or
hereafter levied upon Tenant's use or occupancy of the premises, on Tenant's
leasehold improvements,
JACo
rev. 4-2-81
1
31
on Tenant's business at the premises or on Landlord by virtue of Tenant's
occupancy of the premises, are enacted, changed or altered so that any of such
taxes are levied against Landlord or in the event that the mode of collection
of such taxes is changed so that Landlord is responsible for collection or
payment of such taxes, any and all such taxes shall be deemed to be a part of
the increase in Real Estate Taxes and Tenant shall pay to Landlord Tenant's
proportionate share of the full amount of all such taxes.
(iii) At any time or times after the year in which the Real Estate Taxes
for the Base Year are determined or reasonably estimated, Landlord may submit to
Tenant a statement of Landlord's estimate of the increase in the Real Estate
Taxes for the current calendar year over the Real Estate Taxes for the Base
Year, and within thirty (30) days after delivery of such statement, Tenant shall
begin paying to Landlord, as additional monthly rent due and payable on the
first day of each month, an amount equal to one-twelfth (1/12th) of the amount
determined to be Tenant's aforesaid percentage of such increase in Real Estate
Taxes. Within ninety (90) days after the expiration of each calendar year in
which ▇▇▇▇▇▇'s monthly rent is increased pursuant to this Paragraph 3(b),
Landlord shall, upon the request of Tenant, submit a statement showing the
determination of the total increase in Real Estate Taxes for such calendar year
over the Base Year, and ▇▇▇▇▇▇'s proportionate share of such increase. If such
statement shows that ▇▇▇▇▇▇'s monthly payments pursuant to this Paragraph 3(b)
exceeded Tenant's share of the actual increase in Real Estate Taxes for the
preceding calendar year, then Tenant may deduct such overpayment from its next
payment or payments of monthly rent. If such statement shows that ▇▇▇▇▇▇'s share
of the actual increase in Real Estate Taxes exceeded ▇▇▇▇▇▇'s monthly payments
for the preceding calendar year, then Tenant shall pay the total amount of such
deficiency to Landlord with the next payment of rent due hereunder after receipt
of the statement. In the event that the Lease Expiration Date is not December
31st, the increase in Real Estate Taxes to be paid by Tenant for the calendar
year in which the Lease Expiration Date occurs shall be determined by
multiplying the amount of Tenant's share thereof for the full calendar year by a
fraction, the numerator of which shall be the number of days during such
calendar year prior to the Lease Expiration Date and the denominator of which
shall be 365.
(c) INCREASE IN OPERATING COSTS. Notwithstanding anything contained
herein, the annual operating charges shall be limited to costs which are
applicable to the First Floor and First Basement only. ▇▇▇▇▇▇▇▇ agrees Tenant
shall have right to inspect Landlord's books to verify increase in operating
charges at reasonable times and reasonable intervals. See Addendum Paragraph 33.
Tenant shall, for each calendar year after the year in which the Base Year
Operating Charges (as hereunder defined) are determined, pay to Landlord, as
additional rent, Forty-eight and twenty-two hundredths percent (48.22%) (being
▇▇▇▇▇▇'s agreed upon proportionate share) of the increase during the term of
this Lease in Annual Operating Charges (as hereinafter defined) over the Base
Year Operating Charges. The Annual Operating Charges for any calendar year are
hereby defined as the sum of the following costs and expenses: (i) gas,
electricity, water, sewer and other utility charges (including surcharges) of
whatever nature, (ii) insurance premiums, (iii) building personnel costs,
including, but not limited to, salaries, wages, fringe benefits and other direct
and indirect costs of engineers, superintendents, watchmen, porters and any
other building personnel, (iv) costs of service and maintenance contracts,
including, but not limited to, chillers, boilers, controls, elevators, mail
chute, windows, janitorial and general cleaning, security services, and
management fees, (v) all other maintenance and repair expenses and supplies
which are deducted by Landlord for such calendar year in computing its Federal
income tax liability, (vi) any other costs and expenses (i.e. items which are
not capital improvements) incurred by Landlord in operating the Building,
including ground rent, if any, and interest payments, in excess of the amount
paid during the Base Year, (vii) the cost of any additional services not
provided to the Building at the Lease Commencement Date but thereafter provided
by Landlord in the prudent management of the Building, and (viii) the cost of
any capital improvements which are made by Landlord after completion of initial
construction of the Building; provided, however, that the cost of each such
capital improvement, together with any financing charges incurred in connection
therewith, shall be amortized over the useful life thereof and only that portion
thereof attributable to such calendar year shall be included in the Annual
Operating Charges for such calendar year. Annual Operating Charges shall not
include (i) principal payments or interest payments in an amount equal to the
Base Year interest payments, on any mortgages, deeds of trust or other financing
encumbrances, (ii) leasing commissions payable by Landlord or (iii) deductions
for depreciation of the Building. The Base Year Operating Charges are hereby
defined as the Annual Operating Charges for the later to occur of (i) calendar
year 1983 or (ii) the calendar year in which the Lease Commencement Date occurs;
provided, however, that in either case the Base Year Operating Charges shall be
adjusted, if necessary, to reflect the Annual Operating Charges for such
calendar year as if the Building were at least ninety percent (90%) occupied for
the entire calendar year. At any time or times after the year in which the Base
Year Operating Charges are determined or reasonably estimated, Landlord may
submit to Tenant a statement of Landlord's estimate of the increase of the
Annual Operating Charges for the current calendar year over the Base Year
Operating Charges, and within thirty (30) days after the delivery of such
statement, Tenant shall begin paying to Landlord, as additional monthly rent due
and payable on the first day of each month, an amount equal to one-twelfth
(1/12th) of the amount determined to be Tenant's aforesaid percentage of the
increase in the Annual Operating Charges. Within ninety (90) days after the
expiration of each calendar year in which ▇▇▇▇▇▇'s monthly rent is increased
pursuant to this Paragraph 3(c), Landlord shall, upon the request of Tenant,
submit a statement showing the determination of the total increase in Annual
Operating Charges for such calendar year over the Base Year Operating Charges,
and ▇▇▇▇▇▇'s proportionate share of such increase. If such statement shows that
▇▇▇▇▇▇'s monthly payments pursuant to this Paragraph 3(c) exceeded Tenant's
share of the actual increase in Annual Operating Charges for the preceding
calendar year, then Tenant may deduct such overpayment from its next payment or
payments of monthly rent. If such statement shows that ▇▇▇▇▇▇'s share of the
actual increase in Annual Operating Charges exceeded Tenant's monthly payments
for the preceding calendar year, then Tenant shall pay the total amount of such
deficiency to Landlord with the next payment of rent due hereunder after receipt
of the statement. In the event that the Lease Expiration Date is not December
31st, the increase in Annual Operating Charges to be paid by Tenant for the
calendar year in which the Lease Expiration Date occurs shall be determined by
multiplying the amount of Tenant's share thereof for the full calendar year by a
fraction, the numerator of which shall be the number of days during such
calendar year prior to the Lease Expiration Date, and the denominator of which
shall be 365.
(d) BASE RATE FOR REAL ESTATE TAXES AND OPERATING CHARGES.
Notwithstanding the provisions of Paragraph 3(b) and Paragraph 3(c) above,
commencing with the later of (i) the calendar year 1983 or (ii) the calendar
year in which the Lease Commencement Date occurs, if the Real Estate Taxes for
any calendar year during the term of this Lease exceed Two Hundred Seven
Thousand Eight Hundred Sixty Two and Fifty Hundredths ($207,862.50), or if the
Annual Operating Charges for any calendar year during the term of this Lease
exceed Four thousand one hundred forty-seven and fifty hundredths ($4,147.50),
then Tenant shall pay Landlord, as additional rent, for each such calendar
year, Forty-eight and twenty-two hundredths percent for operating charges & four
and forty-two hundredths for real estate taxes (being ▇▇▇▇▇▇'s agreed-upon
proportionate share) of the amount of the sum of all Real Estate Taxes and/or
Annual Operating Charges in excess of such amounts. At any time or times after
the Real Estate Taxes and Annual Operating Charges for the calendar year are
determined or estimated, Landlord may submit to Tenant a statement or
statements of Landlord's estimate of the amount by which (i) the sum of all Real
Estate Taxes for such calendar year exceed Two Hundred Seven Thousand Eight
Hundred Sixty Two and Fifty Hundredths ($207,862.50) and (ii) the sum of all
Annual Operating Charges for such calendar year exceed Four thousand one hundred
forty seven and fifty hundredths ($4,147.50), and within thirty (30) days after
the delivery of such statement or statements, Tenant shall begin paying to
Landlord, as additional rent due and payable on the first day of each month, an
amount equal to one-twelfth (1/12th) of the amount determined to be Tenant's
aforesaid percentage of such excess amounts. Within ninety (90) days after the
expiration of each calendar year in which ▇▇▇▇▇▇'s monthly rent is increased
pursuant to this Paragraph 3(d), Landlord shall, upon the request of Tenant,
submit a
(1) Nothwithstanding anything contaied herein, the annual operating charges
shall be limited to costs which are applicable to the First Floor and First
Basement only. ▇▇▇▇▇▇▇▇ agrees Tenant shall have right to inspect Landlord's
books to verify increase in operating charges at resonable times and reasonable
intervals. See Addendum Paragraph 33.
JACo
rev. 4-2-81
2
32
statement showing the determination of the actual amount of (i) the sum of all
Real Estate Taxes for the preceding calendar year, and ▇▇▇▇▇▇'s proportionate
share of the amount thereof in excess Two hundred seven thousand, eight
hundred sixty two and fifty hundredths ($207,862.50) and (ii) the sum of all
Annual Operating Charges for the preceding calendar year, and ▇▇▇▇▇▇'s
proportionate share of the amount thereof in excess of Four thousand one
hundred forty seven and fifty hundredths ($4,147.50). If such statement shows
that ▇▇▇▇▇▇'s monthly payments pursuant to this Paragraph 3(d) exceeded Tenant's
share of such excess amount or amounts, then Tenant may deduct such overpayment
from its next payment or payments of monthly rent. If such statement shows that
▇▇▇▇▇▇'s share of such excess amount(s) exceeded ▇▇▇▇▇▇'s monthly payments for
the preceding calendar year, then Tenant shall pay the total amount of such
deficiency to Landlord with the next payment of rent due hereunder after
receipt of the statement. In the event that the Lease Commencement Date is not
January 1st, or that the Lease Expiration Date is not December 31st, then the
amount of such excess amount(s) to be paid by Tenant for the calendar year in
which the Lease Commencement Date or the Lease Expiration Date occurs shall be
determined by multiplying the amount of Tenant's share thereof for the full
calendar year by a fraction, the numerator of which shall be the number of days
during such calendar year subsequent to the Lease Commencement Date or prior to
the Lease Expiration Date, as the case may be, and the denominator of which
shall be 365.
(e) INCREASE IN COST OF LIVING. The basic annual rent set forth in
Paragraph 3(a) above shall be increased annually, effective on January 1st of
each calendar year during the term hereof, by an amount equal to thirty percent
(30%) of any increase in the CPI (as hereinafter defined). The basic annual rent
shall be adjusted based upon the increase, if any, in the index now known as the
Consumer Price Index for Urban Wage Earners and Clerical Workers, All Items,
Washington, D.C., Maryland and Virginia SMSA (1967=100) as published by the
Bureau of Labor Statistics, United States Department of Labor (hereinafter
referred to as the "CPI"). The amount of the increase shall be determined by
multiplying the amount of the basic annual rent set forth in Paragraph 3(a)
hereof by the product of (a) thirty percent (30%) of (b) a fraction, the
numerator of which shall be (i) the CPI for the month of December immediately
preceding the commencement of the calendar year for which such annual adjustment
is to be made minus (ii) the CPI for the month immediately preceding the Lease
Commencement Date, and the denominator of which shall be the CPI for the month
immediately preceding the Lease Commencement Date. Written notice of the
reasonably estimated amount of such annual adjustment for the following calendar
year shall be sent to Tenant during the month of December of every calendar year
during the term of this Lease, and on January 1st of the next calendar year
Tenant shall begin paying to Landlord, as additional monthly rent due and
payable on the first day of each month of such calendar year, an amount equal to
one-twelfth (1/12th) of such annual adjustment. Within ninety (90) days after
the expiration of each calendar year in which ▇▇▇▇▇▇'s monthly rent is increased
pursuant to this Paragraph 3(e), Landlord shall, upon request of ▇▇▇▇▇▇, submit
a statement showing the determination of the actual amount of the increase in
the CPI for the preceding calendar year. If such statement shows that ▇▇▇▇▇▇'s
monthly payments pursuant to this Paragraph 3(e) exceeded the adjustment to be
made based upon the actual increase in the CPI, then Tenant may deduct such
overpayment from its next payment or payments of monthly rent. If such statement
shows that the increase of Tenant's basic annual rent, based upon the actual
increase in the CPI, exceeded ▇▇▇▇▇▇'s monthly payments for the preceding
calendar year, then Tenant shall pay the total amount of such deficiency to
Landlord with the next payment of rent due hereunder after receipt of the
statement. In the event that the Lease Expiration Date is not December 31st, the
increase to be paid by Tenant for the calendar year in which the Lease
Expiration Date occurs shall be determined by multiplying the amount of the
increase for the full calendar year by a fraction, the numerator of which shall
be the number of days during such calendar year prior to the Lease Expiration
Date, and the denominator of which shall be 365. If the CPI shall be
discontinued with no successor or comparable successor index, the parties shall
attempt to agree upon a substitute formula, but if the parties are unable to
agree upon a substitute formula, then such substitute formula shall be the
formula recommended by the Washington Board of Realtors; provided, however, that
in no event shall the amount of basic annual rent payable by Tenant under this
Lease for any calendar year be less than the amount of basic annual rent paid in
the calendar year immediately prior thereto.
(f) DEMAND; TIME. Each of the foregoing amounts of rent shall be paid to
Landlord without demand and without deduction, set-off or counterclaim on the
first (1st) day of every month during the term of this Lease. If Landlord shall
at any time or times accept rent after it shall become due and payable, such
acceptance shall not excuse a delay upon subsequent occasion, or constitute, or
be construed as, a waiver of any or all of Landlord's rights hereunder.
4. USE OF PREMISES. Tenant will use and occupy the premises solely for
general office and commercial bank or general financial services institution
purposes and only in accordance with the uses permitted under applicable zoning
and other municipal regulations; without the prior written consent of Landlord,
the premises will not be used for any other purpose. Tenant will not use or
occupy the premises for any unlawful purpose, and will comply with all present
and future laws, ordinances, regulations and orders of the United States of
America, the District of Columbia, and any other public or quasi-public
authority having jurisdiction over the premises. Tenant will obtain the initial
certificate of occupancy for Tenant; provided, however, it is expressly
understood that if any future law, ordinance, regulation or order or any change
in the use of the premises by Tenant, requires a new certificate of occupancy
for the premises, Tenant will obtain such permit at ▇▇▇▇▇▇'s own expense. Tenant
represents and warrants to Landlord that ▇▇▇▇▇▇ has entered into this Lease
entirely for a business or commercial purpose and warrants that it shall not use
the premises for any residential purpose.
5. ASSIGNMENT AND SUBLETTING.
(a) LANDLORD'S PRIOR CONSENT REQUIRED. ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s
representatives, successors and assigns will not assign, transfer, mortgage or
otherwise encumber this Lease or sublet or rent (or permit the occupancy or use
of) the premises, or any part thereof, without obtaining the prior written
consent of Landlord, nor shall any assignment or transfer of this Lease or the
right of occupancy hereunder be effectuated by operation of law or otherwise
without the prior written consent of Landlord.
(b) QUALIFICATIONS OF SUBTENANT. Subject to the provisions of paragraph
5(c) hereof, Landlord shall not unreasonably withhold its consent hereunder to
any sublease by ▇▇▇▇▇▇, provided that all of the following conditions are met:
(i) Tenant must first notify Landlord, in writing, of any proposed
sublease, at least sixty (60) days prior to the effective date of such proposed
sublease. The notice to Landlord must include a copy of the proposed sublease
and an audited copy of the proposed subtenant's most recent financial statement,
prepared by a certified public accountant;
(ii) The subtenant must have a credit rating satisfactory to Landlord
(in Landlord's reasonable judgment);
(iii) The sublease must be expressly subject and subordinate to this
Lease, must require that any subtenant must comply with and abide by all of the
terms of this Lease, and must provide that any termination of this Lease shall
extinguish the sublease as well;
(iv) The subtenant may not change the use of the premises or propose to
conduct its business in a manner which, in Landlord's sole judgment, is not
appropriate for a first class office building in Washington, D.C.;
(v) The subtenant may not be a tenant, subtenant, or other occupant of
any part of the Building without prior written consent of Landlord;
(vi) The Tenant may not be in default under this Lease, or have
committed two events of default hereunder during the previous twelve (12)
months, whether cured or not; unless this provision is waived by the Landlord
in writing; and
(vii) The Tenant must continue to occupy at least one-third of the
premises unless this provision is waived by the Landlord in writing.
JACo
rev. 4-2-81
3
33
(c) LANDLORD'S RIGHT OF FIRST REFUSAL. Landlord shall have the right,
within sixty (60) days after receipt of the notice from Tenant, required under
Paragraph 5(b)(i) above, that Tenant proposes to sublease all or a portion of
the premises, to elect (i) to sublet the premises from Tenant at the rent then
being paid by Tenant for the premises under Paragraph 3 hereof (or that
portion thereof which Tenant proposes to sublease) by a proportionate reduction
in the rent as hereinafter set forth; (ii) to terminate this Lease in its
entirety if Tenant intends to sublet all of the premises or, if Tenant proposes
to sublet a portion of the premises, to terminate this Lease only with respect
to such portion of the premises; or (iii) to require Tenant to pay Landlord,
within five (5) days of receipt, one-half (1/2) of the amount of rent payable
by such sublessee in excess of the amount of rent payable by Tenant hereunder
with respect to the portion of the premises sublet. Upon exercise by Landlord
of either of the options set forth in subsections (i) or (ii) above, Tenant
shall surrender the premises or such portion of the premises, as the case may
be, to Landlord, and thereafter the rent to be paid by Tenant pursuant to
Paragraph 3 above shall be that portion of the total rent which the amount of
square foot area remaining in the possession of Tenant bears to the total
square foot area of the premises. In the event that Landlord does not exercise
its right to sublet the premises, or such portion of the premises, as the case
may be, or to terminate this Lease, within said sixty (60)-day period, Tenant
shall have the right, subject to the provisions of subsection (iii) above, to
sublet the premises or a portion thereof after first obtaining the written
consent of Landlord as provided in Paragraph 5(a) above. Upon exercise by
Landlord of the option set forth in subsection (iii) above, Tenant covenants
and agrees to provide Landlord with quarterly statements, prepared and verified
by a certified public accountant, stating the amount of rent received by Tenant
from its subtenant(s) during such quarterly period. If such statement shows
▇▇▇▇▇▇ failed to make the full payments required by subsection (iii) above, a
late charge equal to ten percent (10%) of the amount due shall be paid by
▇▇▇▇▇▇, as additional rent hereunder. See Addendum Paragraph 29.
(d) NO WAIVER OR RELEASE. The consent by Landlord to any assignment or
subletting shall not be construed as a waiver or release of Tenant from the
terms of any covenant or obligation under this Lease, nor shall the collection
or acceptance of rent from any such assignee, subtenant or occupant constitute
a waiver or release of Tenant of any covenant or obligation contained in this
Lease, nor shall any such assignment or subletting be construed to relieve
Tenant from obtaining the consent in writing of Landlord to any further
assignment or subletting. Tenant hereby assigns to Landlord the rent due from
any subtenant of Tenant and hereby authorizes each such subtenant to pay said
rent directly to Landlord, at Landlord's option, in the event of any default by
Tenant under the terms of this Lease.
6. MAINTENANCE OF THE PREMISES.
(a) OBLIGATIONS OF LANDLORD AND TENANT. Tenant will keep the premises
and fixtures and equipment therein in clean, safe and sanitary condition, will
take good care thereof, will suffer no waste or injury thereto, and will, at the
expiration or other termination of the term of this Lease, surrender the same,
broom clean, in the same order and condition in which they are on the Lease
Commencement Date, ordinary wear and tear and unavoidable damage by the elements
excepted; provided, however, that if Tenant is insured for any such damage,
Tenant shall either (i) apply the insurance proceeds to repair such damage or
(ii) surrender such insurance proceeds to Landlord upon delivery of the
premises. All improvements including storefront glass, doors and closures, to
and equipment installed in the premises shall be maintained, repaired, replaced
and insured by Tenant. All such insurance shall provide coverage in the amount
of the full replacement value of such special improvements and equipment, and
shall name Landlord as an additional insured as its interests may appear. Except
as otherwise provided in this Lease, Landlord shall maintain (maintenance
performed by Landlord will be in accordance with the standards for a first class
office building in Washington, D.C.) and repair the exterior of the Building,
and shall maintain, repair and paint all building standard common area elements
installed by Landlord. Landlord, at its cost, shall provide and install all
original building standard fluorescent tubes within the premises necessary to
provide required lighting and all other bulbs, tubes and lighting fixtures for
the premises shall be provided and installed by Landlord at Tenant's cost and
expense.
(b) DAMAGE TO PREMISES OR BUILDING. All damage or injury to the
premises or to any other part of the Building, or to its fixtures, equipment
and appurtenances, whether requiring structural or nonstructural repairs,
caused by or resulting from carelessness, omission, neglect or improper conduct
of Tenant, Tenant's agents, employees, contractors, invitees or licensees,
shall be repaired promptly, at Tenant's sole cost and expense, by either
Landlord or, at Landlord's option, by Tenant subject to Landlord's direction
and supervision (and in accordance with Paragraph 7 hereof). If Landlord gives
Tenant written notice that Tenant will be required to make such repairs and
Tenant fails within ten days of the giving of such notice to proceed with due
diligence to make the required repairs, the same may be made by Landlord, in
which event all expenses incurred by Landlord therefor shall be paid by Tenant
to Landlord as additional rent, and shall be due and payable with the monthly
installment of rent next becoming due in accordance with the terms of Paragraph
17(d) below; provided, however, that Tenant shall not be liable to Landlord for
such expenses if and to the extent that (i) Landlord is insured for such
hazards and damages under an insurance policy containing a waiver of
subrogation clause as required under Paragraph 11(b) hereon and (ii) Landlord
is actually reimbursed by its insurer for such expenses.
(c) NOTICE OF DEFECTIVE CONDITION. Tenant shall give Landlord prompt
notice of any defective condition in any plumbing or heating system or any
electrical lines located in, servicing or passing through the premises.
Following such notice Landlord shall remedy the condition with due diligence;
provided, however, that such repairs shall be at the expense of Tenant if such
repairs are necessitated by damage or injury attributable to Tenant, ▇▇▇▇▇▇'s
agents, employees, contractors, invitees or licensees as provided in Paragraph
6(b) above. Except as specifically provided in this Lease, there shall be no
allowance to Tenant for a diminution of rental value and no liability on the
part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord, Tenant, or others making or failing to make any repairs,
alterations, additions, or improvements in or to a portion of the Building or
the premises or in or to the fixtures, appurtenances or equipment thereof.
7. TENANT ALTERATIONS.
(a) ALTERATIONS. The original improvement of the premises by Landlord
for Tenant shall be in accordance with Exhibit B attached hereto. Tenant will
not make or permit anyone to make any alterations, decorations (decorations
for the basement space shall be excluded if not visible from outside the
premises), additions or improvements, structural or otherwise, in or to the
premises of the Building, without the prior written consent of the Landlord,
not to be unreasonably withheld or delayed. All of such alterations,
decorations, additions or improvements permitted by Landlord must conform to
all rules and regulations established from time to time by the Underwriters'
Association of the District of Columbia and conform to all requirements of the
Federal and District of Columbia governments. As a condition precedent to such
written consent of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees to obtain and deliver to Landlord
written and unconditional waivers of mechanics' and materialmens' liens upon
the Land and the Building, for all work, labor and services to be performed,
and materials to be furnished, by them in connection with such work, signed by
all contractors, subcontractors, materialmen and laborers to become involved in
such work. If, notwithstanding the foregoing, any mechanic's or materialmen's
lien is filed against the premises, the Building and/or the Land, for work
claimed to have been done for or materials claimed to have been furnished to
Tenant, such lien shall be discharged by Tenant within ten (10) days
thereafter, at Tenant's sole cost and expense, by the payment thereof or by
filing any bond required by law. If Tenant shall fail to discharge any such
mechanic's or materialmen's lien, Landlord may, at its option, discharge the
same and treat the cost thereof as additional rent payable with the monthly
installment of rent next becoming due; it being hereby expressly covenanted and
agreed that such discharge by Landlord shall not be deemed to waive or release
the default of Tenant in not discharging the same. It is understood and agreed
that in the event Landlord shall give its written consent to ▇▇▇▇▇▇'s making
any such alterations, decorations, additions or improvements, such written
consent shall not be deemed to be an agreement or consent by Landlord to
subject Landlord's interest in the premises, the Building or the Land to any
mechanic's or materialmen's liens which may be filed in respect of any such
alterations, decorations, additions or improvements made by or on behalf of
Tenant.
(b) INDEMNIFICATION. Tenant will indemnify and hold Landlord harmless
from and against any and all expenses, liens, claims or damages to person or
property which may or might arise directly or indirectly by reason of the
making of any such alterations, decorations, additions or improvements. If any
such alteration, decoration, addition or improvement is made without the prior
written consent of Landlord, Landlord may correct or remove the same, and
Tenant shall be liable for any and all expenses incurred by Landlord in the
* including storefront glass, doors and closures,
** decorations for the basement space shall be excluded if not visible from
outside the premises.
*** not to be unreasonably withheld or delayed.
JACo
rev. 4-2-81
4
34
performance of this work. All alterations, decorations, additions or
improvements in or to the premises or the Building made by either party shall
immediately become the property of Landlord and shall remain upon and be
surrendered with the premises as a part thereof at the end, of the term hereof
without disturbance, molestation or injury; provided, however, that if Tenant is
not in default in the performance of any of its obligations under this Lease.
Tenant shall have the right to remove, prior to the expiration of the term of
this Lease, all movable furniture, furnishings, or equipment installed in the
premises at the expense of Tenant. Tenant shall have right to remove all
equipment as long as the Premises is restored to original building standard
condition, as per Exhibit B. If such property of Tenant is not removed by Tenant
prior to the expiration or termination of this Lease, the same shall become the
property of Landlord and shall be surrendered with the premises as a part
thereof.
8. SIGNS; FURNISHINGS.
(a) SIGNS. No sign, advertisement or notice shall be inscribed,
painted, affixed or otherwise displayed on any part of the exterior or interior
except as provided in Addendum Paragraph 25 of the Building except on the
directories and the doors of offices, and then only in such place, number,
size, color and style as is harmonious with the design of the Building and its
furnishings and is approved by Landlord in writing and provided by Landlord at
Tenant's cost and expense. If any sign, advertisement or notice which does not
conform in the foregoing is nevertheless exhibited by ▇▇▇▇▇▇, Landlord shall
have the right to remove the same and Tenant shall be liable for any and all
expenses incurred by Landlord in said removal. Landlord shall have the right to
prohibit any advertisement of Tenant which in its opinion tends to impair the
reputation of the Building or its desirability as a high-quality building for
offices or for financial, insurance and other institutions of like nature, and,
upon written notice from Landlord, Tenant shall immediately refrain from and
discontinue any such advertisement.
(b) FURNISHINGS. Landlord shall have the right to prescribe the weight
and position of safes and other heavy equipment or fixtures, which shall, if
considered necessary by the Landlord, stand on plank strips to distribute the
weight. Any and all damage or injury to the premises or the Building caused by
moving the property of Tenant into, in or out of the premises, or due to the
same being on the premises, shall be repaired by and at the sole cost of
Tenant. No furniture, equipment or other bulky matter of any description will
be received into the Building or carried in the elevators except as approved by
Landlord, and all such furniture, equipment, and other bulky matter shall be
delivered only during hours approved by Landlord and only through the
designated delivery entrance of the Building. All moving of furniture,
equipment and other materials shall be under the direct control and supervision
of Landlord who shall, however, not be responsible for any damage to or charges
for moving the same. ▇▇▇▇▇▇ agrees promptly to remove from the sidewalks
adjacent to the Building any of the Tenant's furniture, equipment or other
material there delivered or deposited.
9. TENANT'S EQUIPMENT. Tenant shall install at its expense the
electrical panels and meters and pay the utility company directly for charges
incurred for installation and usage. Tenant will not install or operate in the
premises any electrically operated equipment or other machinery, other than
electric typewriters, adding machines, radios, televisions, clocks and copying
machines, and other electrically operated equipment as a type used in
commercial banking or financial services institutions, without first obtaining
the prior written consent of Landlord. Landlord may condition such consent upon
the payment by Tenant of additional rent in compensation for such excess
consumption of utilities and for the cost of additional wiring and/or
additional electrical systems as may be occasioned by the operation of said
equipment or machinery, or Landlord may require Tenant to pay the cost for such
excess consumption of utilities and additional wiring and/or additional
electrical systems as may be occasioned by the operation of said equipment or
machinery, or Landlord may require Tenant to pay the cost for such excess
consumption of utilities and additional wiring and/or additional electrical
systems directly to the utility company furnishing the same. The electrical
system for the entire floor of the Building on which the premises are located
is sufficient for consumption of N/A ▇▇▇▇▇ on a N/A volt panel board and N/A
▇▇▇▇▇ on a N/A volt panel board. Tenant is entitled to use N/A percent (N/A%)
of such electrical power (being Tenant's agreed-upon proportionate share). If
any portion or all of Tenant's equipment and lighting shall result in
electrical usage in excess of Tenant's proportionate share of the capacity of
the electrical system as so described, additional transformers, distribution
panels and wiring may be required, and if so required may be installed by
Landlord, at the cost and expense of Tenant. Tenant shall not install any other
equipment of any kind or nature whatsoever which will or may necessitate any
changes, replacements or additions to, or in the use of, the water system,
heating system, plumbing system, air-conditioning system, or electrical system
of the premises or the Building without first obtaining the prior written
consent of Landlord. Business machines and mechanical equipment belonging to
Tenant which cause noise or vibration that may be transmitted to the structure
of the Building or to any space therein to such a degree as to be
objectionable to Landlord or to any tenant in the Building shall be installed
and maintained by Tenant, at Tenant's expense, on vibration eliminators or
other devices sufficient to eliminate such noise and vibration, and if such
noise and/or vibration is not so eliminated, Landlord shall have the right to
require Tenant to remove such machines and/or equipment from the premises.
10. INSPECTION. Tenant will permit Landlord, or its agents or other
representatives, to enter the premises, without charge therefor to Landlord and
without diminution of the rent payable by ▇▇▇▇▇▇, to examine, inspect upon
reasonable notice and in accompaniment of Tenant's authorized representative,
and protect the premises and the Building and to make such alterations and/or
repairs as in the sole judgment of Landlord may be deemed necessary, or to
exhibit the same to prospective tenants during the last one hundred eighty
(180) days of the term of this Lease.
11. INSURANCE.
(a) INSURANCE RATING. Tenant will not conduct or permit to be
conducted, any activity, or place any equipment in or about the premises or
the Building, which will, in any way, invalidate the insurance coverage in
effect or increase the rate of fire insurance or other insurance on the
Building; and if any invalidation of coverage or 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 any activity or equipment of
Tenant in or about the premises or the Building, 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 upon demand and any such sum shall be
considered additional rent payable with the monthly installment of rent next
becoming due.
(b) REQUIRED INSURANCE. Tenant shall carry public liability insurance
in a company or companies licensed to do business in the District of Columbia
and approved by Landlord. Said insurance shall be in minimum amounts approved
by Landlord from time to time (as set forth in the rules and regulations
attached hereto as Exhibit C) and shall name Landlord as an additional insured,
as its interests may appear. Tenant shall carry property damage insurance for
all of its equipment and for all leasehold improvements above the building
standard which are made by Landlord or Tenant in and to the premises. Landlord
and Tenant agree that in the event the premises or the contents thereof are
damaged or destroyed by fire or other casualty, the rights, if any, of either
party against the other with respect to such damage or destruction are waived,
and that all policies of fire and/or extended coverage or other insurance
covering the premises or the contents thereof shall contain a clause or
endorsement providing in substance that such insurance shall not be prejudiced
if the assureds thereunder have waived the right of recovery from any person or
persons prior to the date and time of loss or damage, if any. Landlord and
▇▇▇▇▇▇ further agree to provide endorsements for said insurance policies
agreeing to the waiver of subrogation as required. If required by Landlord,
receipts evidencing payment for said insurance shall be delivered to Landlord
at least annually by Tenant and each policy shall contain an endorsement that
will prohibit its cancellation prior to the expiration of fifteen (15) days
after notice of such proposed cancellation to Landlord.
12. SERVICES AND UTILITIES; SECURITY.
(a) It is agreed that Landlord will furnish condenser water during the
seasons of the year when aid conditioning is required. It is further agreed
that Landlord will provide reasonably adequate water, Monday through Friday
(except legal holidays), all as required in Landlord's sole but reasonable
judgment. In addition, Landlord will provide cold water twenty four (24) hours
per day, three hundred sixty five (365) days per year, subject to provisions of
Paragraph 15 (a). Landlord will provide elevator service by means of
automatically operated elevators, and one automatically operated elevator shall
be subject to call at all times; provided, however, that Landlord shall have
the right to remove
* Tenant shall have right to remove all equipment as long as the Premises is
restored to origial building standard condition, as per Exhibit B.
** Tenant shall install at its expenses the electrical panels and meters and
pay the utility company directly for charges incurred for installation and
usage.
JACo
rev. 4-2-81
5
35
elevators from service as the same shall be required for moving freight or for
servicing or maintaining the elevators and/or the Building. Landlord will
furnish all services and utilities required by this Lease only during the normal
hours unless otherwise provided herein of operation of the Building, unless
otherwise specified herein. The normal hours of operations of the Building are
8:00 a.m. to 6:00 p.m. Monday through Friday (except legal holidays) and 9:00
a.m. to 1:00 p.m. Saturday (except legal holidays). There are no normal hours
of operation of the Building on Sundays or legal holidays, and Landlord shall
not be obligated to maintain or operate the Building at such times unless
special arrangements are requested by Tenant. If Tenant requires condenser
water beyond the normal hours of operation of the Building as set forth above,
and provided that Tenant has made prior arrangements with Landlord or Landlord's
agent, Landlord will furnish such condenser water and the Tenant agrees to pay
for the same with the monthly installment of rent next becoming due in
accordance with the then-current schedule of costs and assessments therefor at
the rate of $7.50 per hour escalated by increases in the Pepco GS rate schedule
in effect at the time, over the schedule effective as of October, 1981, which
schedule shall be published from time to time by Landlord and furnished to
Tenant. It is understood and agreed that Landlord shall not be liable for
failure to furnish, or for delay, suspension or reduction in furnishing, any of
the utilities or services required to be furnished by Landlord hereunder, if
such failure to furnish or delay, suspension or reduction in furnishing the
utilities and services is caused by breakdown, maintenance, repairs, strikes,
scarcity of labor or materials, acts of God, Landlord's compliance with
governmental regulation, legislations, or judicial or administrative orders, or
from any other cause whatsoever, provided, however, that Landlord shall, in the
event of a breakdown, use reasonable diligence to repair all equipment as
required hereunder which is required to provide such utilities and services.
Tenant shall have access to space 24 hours per day, 365 days per year.
13. LIABILITY OF LANDLORD.
(a) NO LIABILITY. Landlord shall not be liable to Tenant, its employees,
agents, contractors, business invitees, licenses, customers, clients, family
members or guests for any damage, compensation or claim arising from the
necessity of repairing any portion of the premises or the Building, the
interruption in the use of the premises, accident or damage resulting from the
use or operation (by Landlord, Tenant, or any other person or persons
whatsoever) of elevators or heating, cooling, electrical or plumbing equipment
or apparatus, or the termination of this Lease by reason of the destruction of
the premises, or from any fire, robbery, theft, mysterious disappearance and/or
any other casualty, or from any leakage in any part or portion of the premises
or the Building, or from water, rain or snow that may leak into, or flow from,
any part of the premises or the Building, or from drains, pipes or plumbing work
in the Building, or from any other cause whatsoever, or for any personal injury
arising from the use, occupancy and condition of the premises, unless any of the
foregoing is caused by the negligence of Landlord or a willful act or failure to
act on the part of the Landlord. Tenant shall not be entitled to any abatement
or diminution of rent as a result of any of the foregoing occurrences, nor shall
the same release Tenant from its obligations hereunder or constitute an
eviction. Any goods, property or personal effects of Tenant, its employees,
agents, contractors, business invitees, licensees, customers, clients, family
members or guests, stored or placed in or about the premises or Building shall
be at their risk, and the Landlord shall not in any manner be held responsible
therefor. The employees of the Landlord are prohibited from receiving any
packages or other articles delivered to the Building by Tenant, and if any such
employee received any such package or articles, such employee shall be the agent
of the Tenant for such purposes and not of the Landlord. Tenant acknowledges
that Landlord will not carry insurance on Tenant's furniture, furnishings,
fixtures, equipment and/or improvements in or to the premises. It is expressly
understood and agreed that Tenant shall look to its business interruption and
property damage insurance policies, and not to Landlord or its agents or
employees, for reimbursement for any damages or losses incurred as a result of
any of the foregoing occurrences, and that said policies must contain waiver of
subrogation clauses.
(b) INDEMNITY. Tenant hereby agrees to indemnify and hold Landlord
harmless from and against any cost, damage, claim, liability or expense
(including attorney's fees) incurred by or claimed against Landlord, directly or
indirectly, which is occasioned by or results from any default hereunder or any
willful or negligent act on the part of Tenant, its agents, employees,
contractors, invitees, licensees, customers, clients, family members and guests,
or as a result of or in any way arising from Tenant's use and occupancy of the
premises or in any other manner which relates to the business of Tenant. Any
such cost, damage, claim, liability or expense incurred by Landlord for which
▇▇▇▇▇▇ is obligated to reimburse Landlord shall be deemed additional rent due
and payable in accordance with paragraph 17(d) hereof. It is expressly
understood and agreed that ▇▇▇▇▇▇'s liability under this Lease extends to the
acts and omissions of any subtenant and any agent, employee, contractor,
invitee, licensee, customer, client, family member and guest of any subtenant.
14. RULES AND REGULATIONS. Tenant, its agents, employees, contractors,
invitees, licensees, customers, clients, family members and guests shall at all
times abide by and observe the rules and regulations attached hereto as Exhibit
C. In addition, Tenant, its agents, employees, contractors, invitees,
licensees, customers, clients, family members and guests shall abide by and
observe such other rules or regulations as may be promulgated from time to time
by Landlord, with a copy sent to Tenant, for the operation and maintenance of
the Building; provided, however, that the same shall be in conformity with
common practice and usage in similar buildings and shall not be inconsistent
with the provisions of this Lease. Nothing contained in this Lease shall be
construed to impose upon Landlord any duty or obligation to enforce such rules
and regulations, or the terms, conditions or covenants contained in any other
lease, as against any other tenant, and Landlord shall not be liable to Tenant
for violation of the same by any other tenant, its employees, agents,
contractors, invitees, licensees, customers, clients, family members or guests.
If there is any inconsistency between this Lease and any current or future rules
and regulations, this Lease shall govern.
15. DAMAGE; CONDEMNATION.
(a) DAMAGE TO THE PREMISES. If the premises shall be partially damaged by
fire or other cause without the fault or neglect of Tenant, its employees,
agents, contractors, invitees, licensees, customers, clients, family members or
guests, this Lease shall not be terminated and Landlord shall diligently and as
soon as practicable after damage occurs, repair such damage, at the expense of
Landlord if Landlord is insured with respect thereto or at the expense of Tenant
if Tenant is required to be insured hereunder with respect to such damage (in
either case taking into account the time necessary to effectuate a satisfactory
settlement with any insurance company involved and for such other delays as may
result from government restrictions, controls on construction, if any, and from
strikes, emergencies and other conditions beyond the control of the Landlord);
provided, however that if the premises or Building is damaged by fire or other
cause to such extent that the damage cannot be fully repaired within ninety (90)
days from date of settlement of the insurance claims, Landlord, upon written
notice to Tenant, may terminate this Lease, in which event the rent shall be
apportioned and paid to the date of such damage. During the period that Tenant
is deprived of the use of the damaged portion of the premises, Tenant shall be
required to pay rent (as set forth in paragraph 3) covering only that part of
the premises that Tenant is able to occupy and the rent for such space shall be
that portion of the total rent which the amount of square foot area remaining
that can be occupied by Tenant bears to the total square foot area of the
premises. In the event of any injury or damage to the premises or the Building
caused by Tenant or its agents, employees, contractors, invitees, licensees,
customers, clients, family members or guests, then Tenant shall diligently and
as soon as practicable after such damage occurs, repair such damage, at Tenant's
sole cost and expense. If Tenant shall fail so to do, Landlord shall have the
right to make such repairs or replacements, and any cost or expense so incurred
by Landlord shall be paid by Tenant, and shall become additional rent due and
payable, in accordance with the provisions of paragraph 17(d) hereof, with the
installment of rent next becoming due under the terms of this Lease. No
compensation, claim or diminution in rent, other than as provided in this
paragraph 15(a), will be allowed or paid by Landlord, by reason of
inconvenience, annoyance or injury to business arising from the necessity of
repairing the premises or any portion of the Building, however the necessity may
occur.
* at the rate of $7.50 par hour escalated by increases in the Pepco GS rate
schedule in effect at the time, over the schedule effective as of Octobe, 1981.
** Tenant ???? access to space 24 hours per day, 356 days per year
JACo
rev. 4-2-81
6
36
(b) CONDEMNATION. If the whole or a substantial part (as hereinafter
defined) of the premises (or use or occupancy of the premises) shall be taken
or condemned by any governmental or quasi-governmental authority for any public
or quasi-public use or purpose (including sale under threat of such a taking),
then the terms of this Lease shall cease and terminate as of the date when
title vests in such governmental or quasi-governmental authority, and the rent
shall be abated on the date when such title vests in such governmental or
quasi-governmental authority. If less than a substantial part of the premises is
taken or condemned by any governmental or quasi-governmental authority for any
public or quasi-public use or purpose (including sale under threat of such a
taking), the rent shall be equitably adjusted (on the basis of the number of
square feet before and after such event) on the date when title vests in such
governmental or quasi-governmental authority and the Lease shall otherwise
continue in full force and effect. Tenant shall have no claim against Landlord
(or otherwise) and hereby agrees to make no claim against the condemning
authority for any portion of the amount that may be awarded as damage as a
result of any governmental or quasi-governmental taking or condemnation (or sale
under threat of such taking or condemnation) or for the value of any unexpired
term of the Lease or for loss of profits or moving expenses or for any other
claim or cause of action. For purposes of this Section 15(b), a substantial part
of the premises shall be considered to have been taken if more than fifty
percent (50%) of the premises are unusable by Tenant as a direct result of such
taking. See Addendum Paragraph 30.
16. BANKRUPTCY.
(a) EVENTS OF BANKRUPTCY. The following shall be "Events of
Bankruptcy" under this Lease:
(i) ▇▇▇▇▇▇'s becoming insolvent, as that term is defined in Title 11
of the United States Code, entitled Bankruptcy, 11 U.S.C. Section 101 et seq.
(the "Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States (the "Insolvency Laws");
(ii) the appointment of a receiver or custodian for all or a
substantial portion of Tenant's property or assets, or the institution of a
foreclosure action upon all or a substantial portion of Tenant's real or
personal property;
(iii) the filing of a voluntary petition under the provisions of the
Bankruptcy Code or Insolvency Laws;
(iv) the filing of an involuntary petition against Tenant as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which is either
not dismissed within ninety (90) days of filing, or results in the issuance of
an order for relief against the debtor, whichever is later; or
(v) ▇▇▇▇▇▇'s making or consenting to an assignment for the benefit of
creditors or a common law composition of creditors.
(b) LANDLORD'S REMEDIES.
(i) TERMINATION OF LEASE. Upon the occurrence of an Event of
Bankruptcy, Landlord shall have the right to terminate this Lease by giving
written notice to Tenant, whereupon Tenant shall be immediately obligated to
quit the premises upon the giving of notice pursuant to this paragraph
16(b)(i). Any other notice to quit, or notice of ▇▇▇▇▇▇▇▇'s intention to
re-enter is hereby expressly waived. If Landlord elects to terminate this
Lease, everything contained in this Lease on the part of Landlord to be done
and performed shall cease without prejudice, subject, however, to the right of
Landlord to recover from Tenant all rent and any other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later,
and any other monetary damages or loss of reserved rent sustained by Landlord;
provided, however, and notwithstanding the foregoing or the further remedies
set forth in this paragraph 16(b), Landlord shall not have the right to
terminate this Lease while a case in which Tenant is the subject debtor under
the Bankruptcy Code is pending, unless Tenant or Tenant's trustee in bankruptcy
is unable to comply with the provisions of paragraphs 161(b)(v), (vi) and (vii)
below.
(ii) SUIT FOR POSSESSION. Upon termination of this Lease pursuant to
paragraph 16(b)(i), Landlord may proceed to recover possession under and by
virtue of the provisions of the laws of the District of Columbia, or by such
other proceedings, including re-entry and possession, as may be applicable.
(iii) RELETTING OF PREMISES. Upon termination of this Lease pursuant
to paragraph 16(b)(i), Landlord shall have the option to relet the premises for
such rent and upon such terms as are not unreasonable under the circumstances
and, if the full rental reserved under this Lease (and any of the costs,
expenses or damages indicated below) shall not be realized by Landlord. Tenant
shall be liable for all damages sustained by Landlord, including, without
limitation, deficiency in rent, reasonable attorneys' fees, brokerage fees and
expenses of placing the premises in first class rentable condition. Landlord, in
putting the premises in good order or preparing the same for rerental may, at
Landlord's option, make such alterations, repairs, or replacements in the
premises as Landlord, in its sole judgment, considers advisable and necessary
for the purpose of reletting the premises, and the making of such alterations,
repairs, or replacements shall not operate or be construed to release Tenant
from liability hereunder as aforesaid. 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.
(iv) MONETARY DAMAGES. Any damage or loss of rent sustained by
Landlord as a result of an Event of Bankruptcy may be recovered by Landlord, at
Landlord's option, at the time of the reletting, or in separate actions, from
time to time, as said damage shall have been made more easily ascertainable by
successive relettings, or at Landlord's option, in a single proceeding deferred
until the expiration of the term of this Lease (in which event Tenant hereby
agrees that the cause of action shall not be deemed to have accrued until the
date of expiration of said term) or in a single proceeding prior to either the
time of reletting or the expiration of the term of this Lease, in which event
▇▇▇▇▇▇ agrees to pay Landlord the difference, if any, between the present value
of the rent reserved under this Lease on the date of breach, discounted at
eight percent (8%) per annum, and the fair market value of the Lease on the
date of breach. In the event Tenant becomes the subject debtor in a case under
the Bankruptcy Code, the provisions of this Section 16(b)(iv) may be limited by
the limitations of damage provisions of the Bankruptcy Code.
(v) ASSUMPTION OR ASSIGNMENT BY TRUSTEE. In the event Tenant becomes
the subject debtor in a case pending under the Bankruptcy Code, ▇▇▇▇▇▇▇▇'s
right to terminate this Lease pursuant to this paragraph 16 shall be subject to
the rights of the Trustee in bankruptcy to assume or assign this Lease. The
Trustee shall not have the right to assume or assign this Lease unless the
Trustee (A) promptly cures all defaults under this Lease, (B) promptly
compensates Landlord for monetary damages incurred as a result of such default,
(C) provides "adequate assurance of future performance" (as hereinafter
defined) and (D) complies with the provisions of paragraph 5 hereof.
(vi) ADEQUATE ASSURANCE OF FUTURE PERFORMANCE. Landlord and Tenant
hereby agree in advance that the phrase "adequate assurance of future
performance", as used in this paragraph 16(b), shall mean that all of the
following minimum criteria must be met: (A) the Trustee must pay to Landlord,
at the time the next payment of rent is then due under this Lease, in addition
to such payment of rent, an amount equal to the next three (3) months rent due
under this Lease, said amount to be held by Landlord in escrow until either the
Trustee or Tenant defaults in its payments of rent or other obligations under
this Lease (whereupon Landlord shall have the right to draw upon such escrowed
funds) or until the expiration of this Lease (whereupon the funds shall be
returned to the Trustee or Tenant); (B) the Tenant or Trustee must agree to pay
to Landlord, at any time the Landlord is authorized to and does draw upon the
funds escrowed pursuant to subparagraph (A) above, the amount necessary to
restore such escrow account to the original level required by said provision;
(C) Tenant must pay the cost of all services, if any, provided by Landlord for
which ▇▇▇▇▇▇ is charged other than pursuant to paragraph 3 hereof (whether
directly or through agents or contractors, and whether or not the cost of such
services is to be passed through to Tenant) in advance of the performance or
provision of such services; (D) the Trustee must agree that ▇▇▇▇▇▇'s business
shall be conducted in a first class manner, and that no liquidation sales,
auctions, or other non-first class business operations shall be conducted on
the premises; (E) the Trustee must agree that the use of the premises as
stated in this Lease will remain unchanged; and (F) the Trustee must agree that
the assumption or assignment of this Lease will not violate or affect the
rights of other tenants in the Building.
JACo
rev. 4-2-81
7
37
(vii) FAILURE TO PROVIDE ADEQUATE ASSURANCE. In the event Tenant is
unable (A) to cure its defaults, (B) to reimburse Landlord for its monetary
damages, (C) to pay when due the rent due after this Lease, or any other
payments required of Tenant under this Lease, or (D) to meet the criteria and
obligations imposed by Paragraph 16(b)(vi) above, then Tenant agrees in advance
that it has not met its burden to provide adequate assurance of future
performance, and this Lease may be terminated by Landlord in accordance with
Paragraph 16(b)(i) above.
17. DEFAULT OF TENANT.
(a) EVENTS OF DEFAULT. The following shall be "Events of Default" under
this Lease:
(i) If Tenant shall fail to pay any monthly (or annual) installment of
rent (as required by Paragraph 3 or Paragraph 17(b)(iv) hereof) when due,
although no legal or formal demand has been made therefor, for a period of five
(5) days after ▇▇▇▇▇▇▇▇'s written notice thereof to Tenant; provided that no
such notice shall be required if Landlord has sent Tenant a similar notice
within one hundred eighty (180) days prior to such failure;
(ii) If Tenant shall fail to timely make any other payment required
under this Lease, if such failure continues for a period of five (5) days after
▇▇▇▇▇▇▇▇'s written notice thereof to Tenant; provided that no such notice shall
be required if Landlord has sent Tenant a similar notice within one hundred
eighty (180) days prior to such failure; or
(iii) If Tenant shall violate or fail to perform any of the other
terms, conditions, covenants or agreements herein made by Tenant, if such
violation or failure continues for a period of ten (10) days after Landlord's
written notice thereof to Tenant; provided that no such notice shall be
required if Tenant has received a similar notice within three hundred
sixty-five (365) days prior to such violation or failure.
(b) LANDLORD'S REMEDIES. Should an Event of Default occur under this
Lease, Landlord may pursue any or all of the following remedies:
(i) TERMINATION OF LEASE. Landlord may terminate this Lease, by giving
written notice of such termination to Tenant, whereupon this Lease shall
automatically cease and terminate and Tenant shall be immediately obligated to
quit the premises. Any other notice to quit or notice of ▇▇▇▇▇▇▇▇'s intention
to re-enter the premises is hereby expressly waived. If Landlord elects to
terminate this Lease, everything contained in this Lease on the part of
Landlord to be done and performed shall cease without prejudice, subject,
however, to the right of Landlord to recover from Tenant all rent and any other
sums accrued up to the time of termination or recovery of possession by
Landlord, whichever is later.
(ii) SUIT FOR POSSESSION. Upon termination of this Lease pursuant to
Paragraph 17(b)(i), Landlord may proceed to recover possession of the premises
under and by virtue of the provisions of the laws of the District of Columbia,
or by such other proceedings, including re-entry and possession, as may be
applicable.
(iii) RELETTING OF PREMISES. Should this Lease be terminated before the
expiration of the term of this Lease by reason of Tenant's default
as hereinabove provided, or if Tenant shall abandon or vacate the premises
before the expiration or termination of the term of this Lease without having
paid the full rental for the remainder of such term, Landlord shall have the
option to relet the premises for such rent and upon such terms as are not
unreasonable under the circumstances and, if the full rental reserved under
this Lease (and any of the costs, expenses or damages indicated below) shall
not be realized by Landlord, Tenant shall be liable for all damages sustained
by Landlord, including, without limitation, deficiency in rent, reasonable
attorneys' fees, brokerage fees and expenses of placing the premises in first
class rentable condition. Landlord, in putting the premises in good order or
preparing the same for rerental may, at Landlord's option, make such
alterations, repairs, or replacements in the premises as Landlord, in its sole
judgment, considers advisable and necessary for the purpose of reletting the
premises, and the making of such alterations, repairs, or replacements shall
not operate or be construed to release Tenant from liability hereunder as
aforesaid. 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 rent collected over the sums
payable by Tenant to Landlord hereunder.
(iv) ACCELERATION OF PAYMENTS. If Tenant shall fail to pay any monthly
installment of rent pursuant to the terms of Paragraph 3 of this Lease,
together with any additional rent due under this Lease, within twenty (20) days
of the date when each such payment is due, for three (3) consecutive months, or
three (3) times in any period of six (6) consecutive months, then Landlord may,
by giving written notice to Tenant, exercise any of the following options: (A)
declare the entire rent reserved under this Lease to be due and payable within
ten (10) days of such notice; (B) declare the rent reserved under this Lease for
the next six (6) months (or at Landlord's option for a lesser period) to be due
and payable within ten (10) days of such notice; or (C) require an additional
security deposit to be paid to Landlord within ten (10) days of such notice, in
an amount not to exceed six (6) months rent. Landlord may invoke any of the
options provided for herein at any time during which an Event of Default
remains incurred. In the event Landlord gives notice to Tenant of its election
to exercise any of the foregoing options pursuant to this Paragraph 17(b)(iv)
and Tenant fails to comply therewith, Landlord may terminate this Lease as
provided elsewhere in this Paragraph 17(b).
(v) MONETARY DAMAGES. Any damage or loss of rent sustained by Landlord
may be recovered by Landlord, at Landlord's option, at the time of the
reletting, or in separate actions, from time to time, as said damage shall have
been made more easily ascertainable by successive relettings, or at ▇▇▇▇▇▇▇▇'s
option in a single proceeding deferred until the expiration of the term of this
Lease (in which event Tenant hereby agrees that the cause of action shall not be
deemed to have accrued until the date of expiration of said term) or in a
single proceeding prior to either the time of reletting or the expiration of
the term of this Lease. In addition, should it be necessary for Landlord to
employ legal counsel to enforce any of the provisions herein contained, ▇▇▇▇▇▇
agrees to pay all attorney's fees and court costs reasonably incurred.
(vi) ANTICIPATORY BREACH; CUMULATIVE REMEDIES. Nothing contained herein
shall prevent the enforcement of any claim Landlord may have against Tenant for
anticipatory breach of the unexpired term of this Lease. In the event of a
breach or anticipatory breach by Tenant of any of the covenants or provisions
hereof, Landlord shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re-entry, summary proceedings and
other remedies were not provided for herein. Mention in this Lease of any
particular remedy shall not preclude Landlord from any other remedy, in law or
in equity. Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed for any cause, or in the event of Landlord obtaining
possession of the premises, by reason of the violation by Tenant of any of the
covenants and conditions of this Lease, or otherwise.
(c) WAIVER. If, under the provisions hereof, Landlord shall institute
proceedings against Tenant and a compromise or settlement thereof shall be
made, the same shall not constitute a waiver of any other covenant, condition
or agreement herein contained nor of any of Landlord's rights hereunder. No
waiver by Landlord of any breach of any covenant, condition or agreement herein
contained shall operate as a waiver of such covenant, condition, or agreement
itself, or of any subsequent breach thereof. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly installments of rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or letter
accompanying a check for payment of rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or to pursue any other remedy
provided in this Lease. No re-entry by ▇▇▇▇▇▇▇▇, and no acceptance by Landlord
of keys from Tenant, shall be considered an acceptance of a surrender of the
Lease.
(d) RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT.
If Tenant defaults in the making of any payment or in the doing of any act
herein required to be made or done by Tenant, then Landlord may, but shall not
be required to, make such payment or do such act, and charge the amount of the
expense thereof, if made or done by Landlord, with interest thereon at the rate
per annum which is two percent (2%) greater than the "prime rate" then in
effect at Citibank, N.A., New York, New York, from the date paid by Landlord to
the date of payment thereof by ▇▇▇▇▇▇; provided, however, that nothing herein
contained shall be construed or implemented in such a manner as to allow
Landlord to charge or receive interest in excess of the
* In addition, should it be necessary for Landload to employ legal counsel to
enforce any of the provisions herein contained, ▇▇▇▇▇▇ agrees to pay all
attorney's fees and court costs reasonable incurred.
JACo
rev. 4-2-81
8
38
maximum legal rate then allowed by law. Such payment and interest shall
constitute additional rent hereunder due and payable with the next monthly
installment of rent; but the making of such payment or the taking of such
action by Landlord shall not operate to cure such default or to estop Landlord
from the pursuit of any remedy to which Landlord would otherwise be entitled.
(e) LATE PAYMENT. If Tenant fails to pay any installment of rent and/or
additional rent (in accordance with paragraph 3) on or before the first (1st)
day of the calendar month when such installment becomes due and payable, Tenant
shall pay to Landlord a late charge of five percent (5%) of the amount of such
installment, and, in addition, such unpaid installment shall bear interest at
the rate per annum which is two percent (2%) greater than the "prime rate" then
in effect at Citibank, N.A., New York, New York from the date such installment
became due and payable to the date of payment thereof by Tenant; provided,
however, that nothing herein contained shall be construed or implemented in such
a manner as to allow Landlord to charge or receive interest in excess of the
maximum legal rate then allowed by law. Such late charge and interest shall
constitute additional rent hereunder due and payable with the next monthly
installment of rent due, or if payments have been accelerated pursuant to
paragraph 17(b)(iv) above, due and payable immediately.
(f) LIEN ON PERSONAL PROPERTY. Landlord shall have a lien upon all the
personal property owned by Tenant without prior encumbrances and located within
Premises, as and for security for the rent and other obligations of Tenant
herein provided. In order to perfect and enforce said lien, Landlord may, at
any time after default by Tenant in the payment of rent or default of other
obligations to be performed or complied with by Tenant under this Lease, seize
and take possession of any and all personal property belonging to Tenant which
may be found in and upon the premises. If Tenant fails to redeem the personal
property so seized, by payment of whatever sum may be due Landlord under and by
virtue of the provisions of this Lease, then and in that event, Landlord shall
have the right, after twenty (20) days written notice to Tenant of its intention
to do so, to sell such personal property so seized at public or private sale and
upon such terms and conditions as to Landlord may appear advantageous, and after
the payment of all proper charges incident to such sale, apply the proceeds
thereof to the payment of any balance due to Landlord on account of rent or
other obligations of Tenant pursuant to this Lease. In the event there shall
then remain in the hands of Landlord any balance realized from the sale of said
personal property as aforesaid, the same shall be paid over to Tenant. The
exercise of the foregoing remedy by Landlord shall not relieve or discharge
Tenant from any deficiency owed to Landlord which Landlord has the right to
enforce pursuant to any other provision of this Lease.
18. HOLDING OVER. In the event that ▇▇▇▇▇▇ shall not immediately
surrender the premises on the date of expiration of the term hereof, Tenant
shall, by virtue of the provisions hereof, become a tenant by the month. In
such event Tenant shall be required to pay twice the basic rent required under
paragraph 3(a) hereof, together with all additional rent in effect during the
last month of the term of this Lease. Such monthly tenancy shall commence with
the first day next after the expiration of the term of this Lease. Except as
otherwise provided above with respect to the payment of rent, Tenant shall, as a
monthly tenant, be subject to all of the terms, conditions, covenants and
agreements of this Lease. Tenant shall give Landlord at least thirty (30) days
written notice of any intention to quit the premises, and Tenant shall be
entitled to thirty (30) days written notice to quit the premises; provided,
however, that if ▇▇▇▇▇▇ is in default hereunder, Tenant shall not be entitled to
any notice to quit, the usual thirty (30) days notice to quit being hereby
expressly waived. Notwithstanding the foregoing provisions of this paragraph
18, in the event that Tenant shall hold over after the expiration of the term of
this Lease, and if Landlord shall desire to regain possession of the premises
promptly at the expiration of the term of this Lease, then at any time prior to
Landlord's acceptance of rent from Tenant as a monthly tenant hereunder,
Landlord, at its option, may forthwith reenter and take possession of the
premises without process, or by any legal process in force in the District of
Columbia.
19. SECURITY DEPOSIT. Provided Tenant is not in default hereunder,
Tenant shall be allowed to substitute letter of credit to Landlord on the second
anniversary of the Lease Commencement Date. Simultaneously with the execution
of this Lease, Tenant shall deposit with Landlord the sum of Twenty-four
thousand Dollars ($24,000.00) and one (1) year prior to the Lease Expiration
Date, Tenant shall deposit with Landlord the sum of None Dollars ($), each as a
security deposit. Such security deposit (which shall not bear interest to
Tenant unless required to do so by any provision of law) shall be considered as
security for the payment and performance by Tenant of all of Tenant's
obligations, covenants, conditions and agreements under the Lease. Upon the
expiration of the term hereof (or any renewal or extension thereof in accordance
with this Lease), Landlord shall (provided that Tenant is not in default under
the terms hereof) return and pay back such security deposit to Tenant, less such
portion thereof as Landlord shall have retained to make good any default by
Tenant with respect to any of Tenant's aforesaid obligations, covenants,
conditions or agreements. In the event of any default by Tenant hereunder
during the term of this Lease, Landlord shall have the right, but shall not be
obligated, to apply all or any portion of the security deposit to cure such
default, in which event Tenant shall be obligated promptly to deposit with
Landlord the amount necessary to restore the security deposit to the amount held
by Landlord immediately prior to such advance by Landlord. In the event of the
sale or transfer of Landlord's interest in the Building, Landlord shall have the
right to transfer the security deposit to the purchaser or transferee, in which
event Tenant shall look only to the new landlord for the return of the security
deposit and Landlord shall thereupon be released from all liability to Tenant
for the return of such security deposit. See Addendum paragraph 27.
20. COVENANTS OF LANDLORD.
(a) QUIET ENJOYMENT. Landlord covenants that it has the right to make
this Lease for the term aforesaid, and that if Tenant shall pay the rent and
perform all of the covenants, terms, conditions and agreements of this Lease to
be performed by Tenant, Tenant shall, during the term hereby created, freely,
peaceably and quietly occupy and enjoy the full possession of the premises
without molestation or hindrance by Landlord or any party claiming through or
under Landlord, subject to the provisions of paragraph 20(b) and paragraph
21(k) hereof.
(b) RESERVATION. Landlord hereby reserves to itself and its successors
and assigns the following rights (all of which are hereby consented to by
Tenant): (i) to change the street address and/or name of the Building and/or
the arrangement and/or location of entrances (street entrances from first floor
to the Premises shall not be altered), passageways, doors, doorways, corridors,
elevators, stairs, toilets, or other public parts of the Building, (ii) to
erect, use and maintain pipes and conduits in and through the premises and (iii)
to grant to anyone the exclusive right to conduct any particular business or
undertaking in the Building. Landlord may exercise any or all of the foregoing
rights without being deemed to be guilty of an eviction, actual or constructive,
or a disturbance or interruption of the business of Tenant or Tenant's use or
occupancy of the premises. In the event of any sale or transfer by the then
Landlord hereunder of the Building, the landlord whose interest is sold or
transferred shall be and hereby is completely released and forever discharged
from and in respect of all covenants, obligations and liabilities as landlord
hereunder occurring after the date of such sale or transfer.
21. MISCELLANEOUS.
(a) NO REPRESENTATIONS BY LANDLORD. Tenant acknowledges that neither
Landlord nor any broker, agent or employee of Landlord has made any
representations or promises with respect to the premises or the Building except
as herein expressly set forth, and no rights, privileges, easements or licenses
are acquired by Tenant except as herein expressly set forth. The Tenant, by
taking possession of the premises, shall accept the same "as is," and such
taking of possession shall be conclusive evidence that the premises and the
Building are in good and satisfactory condition at the time of such taking of
possession.
(b) NO PARTNERSHIP. Nothing contained in this Lease shall be deemed or
construed to create a partnership or joint venture of or between Landlord and
Tenant, or to create any other relationship between the parties hereto other
than that of Landlord and Tenant.
* Provided Tenant is not in default hereunder, Tenant shall be allowed to
substitute letter of credit to Landlord on the second anniversary of the
Lease Commencement Date.
** owned by Tenant without prior encumbrances and located within Premises,
JACo
rev. 4-2-81
9
39
(c) BROKERS. Landlord recognizes ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc. as the sole
broker procuring this Lease and shall pay said broker a commission therefor
pursuant to a separate agreement between said broker and Landlord. Landlord and
Tenant each represent and warrant one to another that except as set forth
herein neither of them has employed any broker, agent or finder in carrying on
the negotiations related to this Lease. Landlord shall indemnify and hold
Tenant harmless, and Tenant shall indemnify and hold Landlord harmless, from
and against any claim or claims for brokerage or other commission arising from
or out of any breach of the foregoing representation and warranty by the
respective indemnitors.
(d) ESTOPPEL CERTIFICATE. ▇▇▇▇▇▇ agrees, at any time and from time to
time during the term of this Lease, upon not less than five (5) days prior
written notice by ▇▇▇▇▇▇▇▇, to execute, acknowledge and deliver to Landlord a
statement in writing which shall contain substantially the following provisions:
(i) a statement that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the Lease is in full force and effect as
modified and stating the modifications), (ii) a statement of the dates to which
the rent and any other charges hereunder have been paid by ▇▇▇▇▇▇, (iii) a
statement of whether or not, to the best knowledge of Tenant, Landlord is in
default in the performance of any covenant, agreement or condition contained in
this Lease, and if so, specifying each such, (iv) a statement of the address to
which notices to Tenant should be sent, (v) a statement that all work required
to be performed by the Landlord under this Lease has been completed and that
▇▇▇▇▇▇ accepts the premises and improvements therein, that ▇▇▇▇▇▇ accepts the
premises and the improvements therein, (vi) a statement that Tenant will not
attempt to terminate this Lease by reason of ▇▇▇▇▇▇▇▇'s default or omission
without giving written notice of such default or omission to Landlord and any
mortgagee of which ▇▇▇▇▇▇ has knowledge and (vii) such other statement or
statements as Landlord, any prospective purchaser of the Building or the Land,
any mortgagee or prospective mortgagee of the Building or the Land or of
Landlord's interest in either and/or any prospective assignee of any such
mortgagee, may reasonably request. Any such statement delivered pursuant hereto,
may be relied upon by any owner of the Building or the Land, any prospective
purchaser of the Building or the Land, any mortgagee or prospective mortgagee of
the Building or the Land or of Landlord's interest in either, or any prospective
assignee of any such mortgagee. Tenant will agree to make such reasonable
changes or modifications to this Lease as may be required by any mortgagee of
the Building and/or the Land, provided that such changes or modifications shall
not increase the amount of rent required under paragraph 3(a) hereof, shorten
the term of this Lease or change or redefine the premises as long as it is not a
material change and further provided that Landlord furnishes written
certification that every other tenant in the building must make identical
changes or modifications to their respective leases.
(e) WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive trial by
jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on or in respect of any matter whatsoever
arising out of or in any way connected with this Lease, the relationship of
Landlord and Tenant hereunder, ▇▇▇▇▇▇'s use or occupancy of the premises,
and/or any claim of injury or damage.
(f) LIABILITY. It is expressly understood and agreed that the liability
of Landlord to Tenant under this Lease is restricted solely to the assets of
the limited partnership which owns the Land and the Building and that the
partners thereof shall have no personal liability under this Lease. Tenant
covenants and agrees to look solely to the Building and the Land for the
satisfaction of any liability of Landlord to Tenant hereunder, and ▇▇▇▇▇▇
agrees not to bring any action asserting personal liability of the partners of
said limited partnership.
(g) NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered in person (with receipt
therefor) or by certified or registered mail, return receipt requested,
first-class postage prepaid, (i) if to Landlord at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Suite 800, Washington, D.C. 20005 with copy to ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇. Washington, D.C. 20036 and (ii) if to Tenant, prior to the Lease
Commencement Date, at ▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. 20036 and after the Lease Commencement Date, at the premises,
unless notice of a change of address is given pursuant to the provisions of
this article.
(h) INVALIDITY OF PARTICULAR PROVISIONS. If any provision of this Lease
or the application thereof to any person or circumstances shall to any extent
be invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.
(i) GENDER AND NUMBER. Feminine or neuter pronouns shall be substituted
for those of the masculine form, and the plural shall be substituted for the
singular number, in any place or places herein in which the context may
require such substitution.
(j) BENEFIT AND BURDEN. The provisions of this Lease shall be binding
upon, and shall inure to the benefit of, the parties hereto and each of their
respective representatives, successors and assigns. Landlord may freely and
fully assign its interest hereunder.
(k) SUBORDINATION. This Lease is subject and subordinate only to the
lien of a first mortgage (which term "first mortgage" shall include both
construction and permanent financing and shall include deeds of trust and
similar security instruments) which may now or hereafter encumber of otherwise
affect the Land and Building of which the premises form a part, or Landlord's
leasehold interest therein, and to all and any renewals, extensions,
modifications, recastings or refinancings thereof. Tenant shall, upon not less
than five (5) days' prior written notice by ▇▇▇▇▇▇▇▇, promptly execute,
acknowledge and deliver to Landlord any written statement or agreement
confirming such subordination reasonably required by Landlord or any of its
lenders. Tenant hereby constitutes and appoints Landlord as ▇▇▇▇▇▇'s
attorney-in-fact to execute any such certificate or other document for or on
behalf of Tenant. Tenant agrees that in the event that any proceedings are
brought for the foreclosure of any such mortgage, Tenant shall attorn to the
purchaser at such foreclosure sale, if requested to do so by such purchaser, and
shall recognize such purchaser as the landlord under this Lease, and Tenant
waives the provisions of any statute or rule of law, now or hereafter in effect,
which may give or purport to give Tenant any right to terminate or otherwise
adversely affect this Lease and the obligations of Tenant hereunder in the event
that any such foreclosure proceeding is prosecuted or completed. In addition, if
the Landlord's leasehold interest shall be terminated, ▇▇▇▇▇▇ agrees that this
Lease shall remain in full force and effect, (or if terminated by law as a
result of Landlord's interest being terminated, ▇▇▇▇▇▇ will enter into a new
Lease with the identical terms and conditions of this Lease).
(l) ENTIRE AGREEMENT. This Lease, together with Exhibits A through F
and Addendum attached hereto, contains and embodies the entire agreement of the
parties hereto, and no representations, inducements or agreements between the
parties, oral or otherwise, not contained in this Lease and the Exhibits, shall
be of any force or effect. This Lease may not be modified, changed or
terminated in whole or in part in any manner other than by an agreement in
writing duly signed by both parties hereto.
* a statement that all work required to be preformed by the Landlord under
this Lease has been completed and the Tenant accepts the premises and
improvements therein,
** In addition, if the Landlord's leasehold interest shall be terminated,
▇▇▇▇▇▇ agrees that this Lease shall remain in full force and effect, (or if
terminated by law as a result of ▇▇▇▇▇▇▇▇'s interest being terminated,
▇▇▇▇▇▇ will enter into a new Lease with the identical terms and conditions
of this Lease.)
*** and further provided that Landlord furnishes written certification that
every other tenant in the building must make identical changes or
modifications to their respective leases.
JACo
rev. 4-2-81
10
40
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have executed this Lease under
seal on the day and year first hereinabove written.
LANDLORD:*
ATTEST BY: 1667 K Street, N.W. Associates
Limited Partnership
/s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
------------------------- --------------------------------
Asst. Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
President
The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Managing General Partner
[Corporate Seal] * Subject to Lenders' Approval
WITNESS: TENANT: ▇▇▇▇▇▇ National Bank
(in organization)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
WITNESS:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
The undersigned Broker hereby executes this Lease solely to agree to
the provisions of paragraph 21(c) hereof.
WITNESS: BROKER: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: [SIG]
------------------------- ---------------------------------
Before me, the undersigned authority, on this day personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇. known to me to be the person whose name is subscribed to the
foregoing document, under my hand and seal of office, the 4th day of January,
1982.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------
Notary Public
County of Dallas, Texas
My Commission expires February 2, 1985.
11
41
[MAP OF FLOOR PLAN]
Exhibit A
Reference is made to a certain Agreement of Lease dated 12/31 , 1981
(the "Lease") to which this First Floor Plan is attached. Definition of terms
are set forth in the lease.
42
[MAP OF FLOOR PLAN]
Exhibit A
Reference is made to a certain Agreement of Lease dated 12/31 , 1981
(the "Lease") to which this First Basement Plan is attached. Definition of
terms are set forth in the Lease.
43
Landlord at Tenant's sole expense, as extra tenant work. Prior to commencing
any such work requested by ▇▇▇▇▇▇, Landlord will submit to Tenant written
estimates of the cost of any such work. If Tenant shall fail to approve in
writing the drawings, plans or specifications and/or the cost estimates by the
dates set forth in paragraph 1(c) above, the same shall be deemed disapproved
in all respects by ▇▇▇▇▇▇, and Landlord shall not be authorized to proceed
therewith.
▇▇▇▇▇▇ agrees to pay to Landlord, promptly upon being billed therefor,
the cost of all non-standard or additional work, together with ten percent (10%)
overhead, and ten percent (10%) profit of such costs. Tenant shall pay [one half
(1/2)] forty-five percent (45%) of said costs upon approval of the cost
estimates and shall pay the entire remaining balance of said costs when such
non-standard or additional work is [one half (1/2)] forty five percent (45%)
complete, as determined by ▇▇▇▇▇▇▇▇'s architect and/or engineer. All such
payments shall constitute additional rent under the Lease, and in the event of
nonpayment thereof by Tenant, Landlord shall have all of the rights and remedies
set forth in the Lease and remaining ten percent (10%) upon completion.
4. It is agreed that notwithstanding the date provided in the Lease as
the Lease Commencement Date thereof, ▇▇▇▇▇▇'s obligations for the payment of
rent hereunder shall not commence until Landlord has substantially completed
(as evidenced by a Certificate of Substantial Completion by the Architect) all
building standard work to be performed by Landlord as set forth in paragraph 2
hereof; provided, however, that if Landlord shall be delayed in substantially
completing said building standard work as a result of:
(a) Tenant's failure to furnish its requirements and/or approve
drawings, plans, specifications and the cost estimates by the dates set forth
in paragraph 1(c) hereof;
(b) ▇▇▇▇▇▇'s request for changes in drawings, plans and specifications
subsequent to January 1, 1983;
(c) ▇▇▇▇▇▇'s failure to approve in writing the drawings, plans or
specifications and/or the cost estimates for non-standard or additional work
within the time required under paragraph 3 hereof;
(d) Tenant's request for materials, finishes or installations other
than Building standard as set forth in paragraph 2(a) through 2(l) hereof; or
(e) The performance by a person, firm or corporation employed by
▇▇▇▇▇▇ and/or the completion of the work of said person, firm or corporation;
then Tenant shall be liable for the payment of rent commencing on the Lease
Commencement Date and the Lease Commencement Date and Lease Expiration Date
shall not be extended, except to the extent of the number of days that
▇▇▇▇▇▇▇▇'s architect determines, in its sole judgment, that ▇▇▇▇▇▇▇▇'s work
would not have been completed by the Lease Commencement Date, without the
occurrence of the foregoing delays. The number of days that the Lease
Commencement Date shall be extended pursuant to the provisions of paragraph
2(b) of the Lease shall be that number of days of delay that is determined by
▇▇▇▇▇▇▇▇'s architect to be due to the actions of Landlord, and Tenant shall not
be responsible for the payment of rent until the Lease Commencement Date as
extended pursuant to the provisions hereof.
*(m) Exterior perimeter walls with 1/2 inch gypsum wall/board with no
visible joints, finished and ready for painting.
(n) A single conduit with ▇▇▇▇▇▇'s line capacity as required from the
main building panel to a Tenant supplied service box within the
premises.
(o) A single conduit for telephone service with ▇▇▇▇▇▇'s required
capacity from the main distribution closet to one distribution
point in the premises.
JACo
rev. 4-2-81
2
44
EXHIBIT C
RULES AND REGULATIONS
Reference is made to a certain Agreement of Lease dated 12/31, 1981
(the "Lease"), to which these Rules and Regulations are attached. Definitions
of terms are set forth in the Lease.
The following rules and regulations have been formulated for the safety
and well-being of all tenants of the Building and to insure compliance with
all municipal and other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe and unannoyed occupancy in the Building in accordance with the Lease. Any
continuing violation of these rules and regulations by ▇▇▇▇▇▇, after notice
from Landlord, shall be deemed to be an Event of Default under the Lease.
Landlord may, upon request by any tenant, waive the compliance by such
tenant to any of these rules and regulations, provided that (i) no waiver shall
be effective unless signed by Landlord or Landlord's authorized agent, (ii) any
such waiver shall not relieve such tenant from the obligation to comply with
such rule or regulation in the future unless expressly consented to by Landlord,
(iii) no waiver granted to any tenant shall relieve any other tenant from the
obligation of complying with the rules and regulations unless such other tenant
has received a similar waiver in writing from the Landlord, and (iv) any such
waiver by Landlord shall not relieve Tenant from any obligation or liability of
Tenant to Landlord pursuant to the Lease for any loss or damage occasioned as a
result of ▇▇▇▇▇▇'s failure to comply with any such rule or regulation.
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, halls or other parts of the Building not occupied by any
tenant shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress and egress to and from the premises, and if the
premises are situated on the ground floor of the Building, the tenant thereof
shall, at said tenant's own expense, keep the sidewalks and curb directly in
front of the premises clean and free from ice and snow. Landlord shall have the
right to control and operate the public portions of the Building and the
facilities furnished for common use of the tenants in such manner as Landlord
deems best for the benefit of the tenants generally. No tenant shall permit the
visit to the premises of persons in such numbers or under such conditions as to
interfere with the use and enjoyment by other tenants of the entrances,
corridors, elevators and other public portions or facilities of the Building.
2. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No drapes,
blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the premises, without the prior written
consent of Landlord. Such awnings, projections, curtains, blinds, shades,
screens or other fixtures must be of a quality, type, design and color, and
attached in the manner, approved by Landlord.
3. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules without the prior written consent of Landlord.
4. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, chemicals, paints, cleaning fluids or other
substances shall be thrown therein. All damages resulting from any misuse of
the fixtures shall be borne by the tenant who, or whose servants, employees,
agents, visitors or licenses, shall have caused the same.
5. There shall be no marking, painting, drilling into or in any way
defacing the Building or any part of the premises visible from public areas of
the Building. Tenant shall not construct, maintain, use or operate within the
premises any electrical device, wiring or apparatus in connection with a loud
speaker system or other sound system, except as reasonably required for its
communication system and approved prior to the installation thereof by
Landlord. No such loud speaker or sound system shall be constructed,
maintained, used or operated outside of the premises.
6. No bicycles, vehicles or animals, birds or pets of any kind shall be
brought into or kept in or about the premises, and no cooking (except for
hot-plate cooking by Tenant's employees for their own consumption, the
equipment for and location of which are first approved by Landlord) shall be
done or permitted by any tenant on the premises. No tenant shall cause or
permit any unusual or objectionable odors to be produced upon or permeate from
the premises.
7. No space in the Building shall be used for manufacturing of goods
for sale in the ordinary course of business, for the storage of merchandise for
sale in the ordinary course of business, or for the sale at auction of
merchandise, goods or property of any kind. Furthermore, the use of the
premises by each tenant was approved by Landlord prior to execution of the
Lease and such use may not be changed without the prior approval of Landlord.
8. No tenant shall make any unseemly or disturbing noises or disturb or
interfere with occupants of the Building or neighboring buildings or premises
or those having business with them whether by the use of any musical
instrument, radio, talking machine, unmusical noise, whistling, singing or in
any other way. No tenant shall throw anything out of the doors or windows or
down the corridors or stairs.
9. No flammable, combustible or explosive fluid, chemical or substance
shall be brought or kept upon the premises.
10. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanism thereof. The doors leading to the corridors or main halls
shall be kept closed during business hours except as they may be used for
ingress or egress. Each tenant shall, upon the termination of his tenancy,
restore to the Landlord all keys of stores, offices, storage and toilet rooms
either furnished to, or otherwise procured by, such tenant, and in the event of
the loss of any keys so furnished, such tenant shall pay to Landlord the cost
thereof [???????] permitted to install such additional locks and security
devices as are deemed necessary to conduct its banking business provided Tenant
supplies Landlord with a key except to vault areas.
11. Landlord reserves the right to inspect all freight to be brought
into the Building and to exclude from the Building all freight which violates
any of these rules and regulations or the Lease. Excluding any freight
delivered by Brinks, ▇▇▇▇▇ Fargo or any other messenger or delivery service
customarily employed to deliver money or negotiable instruments to financial
institutions.
12. No tenant shall pay any employees on the premises, except those
actually working for such tenant on the premises.
13. Landlord reserves the right to exclude from the Building at all
times any person who is not known or does not properly identify himself to the
Building management, security guard on duty or security system monitor.
Landlord may, at its option, require all persons admitted to or leaving the
Building between the hours of 6:00 p.m. and 8:00 a.m., Monday through Friday,
and at any hour, Saturdays, Sundays and legal holidays, to register. Each
tenant shall be responsible for all persons for whom he authorizes entry into
or exit out of the Building, and shall be liable to Landlord for all acts or
omissions of such persons.
14. The premises shall not, at any time, be used for lodging or
sleeping or for any immoral or illegal purpose.
15. Each tenant, before closing and leaving the premises at any time,
shall see that all windows are closed and all lights turned off, except as may
be necessary for emergency or security purposes.
16. Landlord's employees shall not perform any work or do anything
outside of their regular duties, unless under special instruction from the
management of the Building. The requirements of tenants will be attended to
only upon application to Landlord and any such special requirements shall be
billed to Tenant (and paid with the next installment of rent due) at the
schedule of charges maintained by Landlord from time to time or at such charge
as is agreed upon in advance by Landlord and ▇▇▇▇▇▇.
17. Canvassing, soliciting and peddling in the Building is prohibited
and each tenant shall cooperate to prevent the same.
* Excluding any freight delivered by Brinks, ▇▇▇▇▇ Fargo or any other messanger
or delivery service customarily employed to deliver money or negotiable
instruments to financial institutions.
JACo
rev. 4-2-80
1
45
18. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks except those equipped with rubber tires
and side guards, and Tenant shall be responsible to Landlord for any loss or
damage resulting from any deliveries of Tenant to the Building.
19. Mats, trash or other objects shall not be placed in the public
corridors.
20. Landlord does not maintain suite finishes, such as kitchens,
bathrooms, wallpaper, special lights, etc. However, should the need for repairs
of items not maintained by Landlord arise, ▇▇▇▇▇▇▇▇ will arrange for the work
to be done at ▇▇▇▇▇▇'s expense.
21. Drapes installed by Landlord for the use of Tenant or drapes
installed by Tenant, which are visible from the exterior of the Building, must
be cleaned by Tenant at least once a year, without notice, at Tenant's own
expense.
22. The amount of liability insurance required to be maintained by
Tenant pursuant to paragraph 11(b) of the Lease for bodily injury and property
damage is $2 million combined single limit. Landlord may from time to time
require Tenant to increase its insurance coverage to an amount determined by
Landlord to be satisfactory in Landlord's reasonable judgment.
JACo
rev. 4-2-80
2
46
EXHIBIT D
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
(Mortgagee)
THIS AGREEMENT, made this 31st day of Dec 1981 between ▇▇▇▇▇▇ National
Bank with offices at ___________________________ (hereinafter called "Tenant"),
CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation having its
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called "Mortgagee"), and ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. Associates
Limited Partnership, a Limited Partnership organized and existing under the laws
of the District of Columbia (hereinafter referred to as "Landlord").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇ has entered into a certain lease (the "Lease") dated
12/31/81, with Landlord covering premises within a certain building known as
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. (the "Premises"); and more particularly described as ▇▇▇ ▇▇,
▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇.; and
WHEREAS, the Mortgagee (has agreed to make a mortgage loan (the
"Mortgage") to the Landlord, provided, however, that said Lease is subordinate
to the lien of the Mortgage)(is currently the holder of a mortgage covering the
Premises pursuant to a Deed of Trust dated ____________, and recorded as
Document ______________ in the Land Records of the District of Columbia) (the
"Mortgage"); and
WHEREAS, Mortgagee has been requested by ▇▇▇▇▇▇ and by Landlord to
enter into a non-disturbance agreement with Tenant;
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto mutually covenant and agree as
follows:
1. The Lease and any extensions, renewals, replacements or
modifications thereof, and all of the right, title and interest of the Tenant in
and to said Premises are and shall be subject and subordinate to the Mortgage
and to all of the terms and conditions contained herein, and to any renewals,
modifications, replacements, consolidations and extensions thereof.
2. Mortgagee consents to the Lease and, in the event of foreclosure of
said Mortgage, or in the event Mortgagee comes into possession or acquires title
to the Premises as a result of the enforcement of the foreclosure of the
Mortgage or mortgage note, or as a result of any other means, Mortgagee agrees
to recognize ▇▇▇▇▇▇ and further agrees that Tenant shall not be disturbed in its
possession of the Premises for any reason other than one which would entitle the
Landlord to terminate the Lease under its terms or would cause, without any
further action by such Landlord, the termination of the Lease or would entitle
such Landlord to dispossess the Tenant from the Premises.
3. Tenant agrees with Mortgagee that if the interests of Landlord in
the Premises shall be transferred to and owned by Mortgagee by reason of
foreclosure or other proceedings brought by it, or by any other matter, Tenant
shall be bound to Mortgagee under all the terms, covenants and conditions of the
Lease for the balance of the term thereof remaining and any extensions or
renewals thereof which may be affected in accordance with any option therefor
in the Lease, with the same force and effect as if Mortgagee were the Landlord
under the Lease, and ▇▇▇▇▇▇ does hereby attorn to Mortgagee as its Landlord,
said attornment to be effective and self-operative without the execution of any
further instruments on the part of any of the parties hereto immediately upon
Mortgagee succeeding to the interest of the Landlord in the Premises. ▇▇▇▇▇▇
agrees, however, upon the election of and written demand by Mortgagee within
twenty (20) days after Mortgagee receives title to the Premises, to execute an
instrument in confirmation of the foregoing provisions, satisfactory to
Mortgagee, in which Tenant shall acknowledge such attornment and shall set forth
the terms and conditions of its tenancy.
1
47
4. Tenant agrees with Mortgagee that if Mortgagee shall succeed to the
interest of Landlord under the Lease, Mortgagee shall not be (a) liable for any
action or omission of any prior landlord under the Lease, or (b) subject to any
offsets or defenses which Tenant might have against any prior landlord, or (c)
bound by any rent or additional rent which Tenant might have paid for more than
the current month to any prior Landlord, or (d) bound by any security deposit
which Tenant may have paid to any prior landlord, or (e) bound by any amendment
or modification of the Lease made without Mortgagee's consent, or (f) bound by
any provision in the Lease which obligates the Landlord to erect or complete
any building or to perform any construction work or to make any improvements to
the Premises. Tenant further agrees with Mortgagee that ▇▇▇▇▇▇ will not
voluntarily subordinate the Lease to any lien or encumbrance without Mortgagee's
consent.
5. In the event that the Landlord shall default in the performance or
observance of any of the terms, conditions or agreements in the Lease, Tenant
shall give written notice thereof to the Mortgagee and the Mortgagee shall have
the right (but not the obligation) to cure such default. Tenant shall not take
any action with respect to such default under the Lease including without
limitation any action in order to terminate, rescind or void the Lease or to
withhold any rental thereunder, for a period of 10 days after receipt of such
written notice thereof by the Mortgagee with respect to any such default capable
of being cured by the payment of money and for a period of 30 days after receipt
of such written notice thereof by the Mortgagee with respect to any other such
default (provided, that in the case of any default which cannot be cured by the
payment of money and cannot with diligence be cured within such 30-day period
because of the nature of such default or because Mortgagee requires time to
obtain possession of the Premises in order to cure the default, if the Mortgagee
shall proceed promptly to attempt to obtain possession of the Premises, where
possession is required, and to cure the same and thereafter shall prosecute the
curing of such default with diligence and continuity, then the time within which
such default may be cured shall be extended for such period as may be necessary
to complete the curing of the same with diligence and continuity).
6. Landlord agrees with Mortgagee that ▇▇▇▇▇▇▇▇'s estate in the
Premises shall not be conveyed or encumbered without the written consent of the
Mortgagee so long as the Lease is in effect.
7. Landlord agrees with Mortgagee that ▇▇▇▇▇▇▇▇'s estate in the
Premises shall not be conveyed nor shall Landlord further assign Landlord's
interest in the Lease, unless the grantee or assignee shall acknowledge in
writing to the Mortgagee that the conveyance or assignment is accepted subject
to the Lease. Landlord further agrees that in the event said estate in the
Premises or said interest in the Lease passes to any other person, firm or
corporation, by operation of law or by any other means, such passage of title
shall be applicable to the Lease.
8. This Agreement shall bind and inure to the benefit of the parties
hereto, their successors and assigns. As used herein the term "Tenant" shall
include the Tenant, its successors and assigns; the words "foreclosure" and
"foreclosure sale" as used herein shall be deemed to include the acquisition of
Landlord's estate in the Premises by voluntary deed (or assignment) in lieu of
foreclosure, and the word "Mortgagee" shall include the Mortgagee herein
specifically named and any of its successors and assigns, including anyone who
shall have succeeded to Landlord's interest in the Premises by, through or under
foreclosure of the Mortgage.
9. This Agreement shall not be modified or amended except in writing
signed by all parties hereto.
10. The use of the neuter gender in this Agreement shall be deemed to
including any other gender, and words in the singular number shall be held to
include the plural, when the sense requires.
IN WlTNESS WHEREOF the parties hereto have placed their hands and seals
the day and year first above written.
2
48
Signed and acknowledge Tenant: ▇▇▇▇▇▇ National Bank
the presence of us: (in organization)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Attest Mortgagee
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Second Vice President
(Corporate Seal)
Attest Landlord:
▇▇▇▇ ▇ ▇▇▇▇▇▇, N.W. Associates
Limited Partnership
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------
Ass't Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
President
(Corporate Seal) The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Managing General Partner
49
Exhibit D - Continued
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS AGREEMENT, made this 31st day of December 1981 between ▇▇▇▇▇▇
National Bank with offices at ______________________________ (hereinafter called
"Tenant"), CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation
having its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called "Over Lessor"), and 1667 K
Street,N.W. Associates, Limited Partnership a partnership organized and existing
under the laws of the District of Columbia (hereinafter referred to as
"Landlord").
WITNESSETH
WHEREAS, the Tenant has entered into a certain lease (the "Lease")
dated 12/31/81, with Landlord covering premises within a certain building known
as ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. (the "Premises"); and more particularly described in
Exhibit "A" attached hereto and incorporated herein; and
WHEREAS, the Over Lessor will enter into, or has entered into, a
certain lease (the "Over Lease") with Landlord in which Landlord leases premises
owned by Over Lessor.
WHEREAS, Over Lessor has been requested by ▇▇▇▇▇▇ and by Landlord to
enter into a non-disturbance agreement with Tenant;
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto mutually covenant and agree as
follows:
1. In the event of termination of the Over Lease or in the event Over
Lessor acquires the Landlord's leasehold interest, Over ▇▇▇▇▇▇ agrees to
recognize ▇▇▇▇▇▇ and further agrees that Tenant shall not be disturbed in its
50
possession of the leased premises for any reason other than one which would
entitle the Landlord to terminate the Lease under its terms or would cause
without any further action by such Landlord the termination of the Lease or
would entitle such Landlord to dispossess the Tenant from the leased premises.
2. Tenant agrees with Over Lessor that if the interest of Landlord in
the leased premises shall be transferred to and owned by Over Lessor by reason
of termination of the Over Lease or in any other manner, Tenant shall be bound
to Over Lessor under all of the terms, covenants and conditions of the Lease for
the balance of the term thereof remaining and any extension or renewal thereof
which may be affected in accordance with any option therefor in the Lease, with
the same force and effect as if Over Lessor were the Landlord under the Lease,
and ▇▇▇▇▇▇ does hereby attorn to Over Lessor as its Landlord, said attornment
to be effective and self-operative without the execution of any further
instruments on the part of any of the parties hereto immediately upon Over
Lessor succeeding to the interest of the Landlord in the leased premises.
3. In the event that the Landlord shall default in the performance or
observance of any of the terms, conditions or agreements in the Lease, Tenant
shall give written notice thereof to Over Lessor and Over Lessor shall have the
right (but not the obligation) to cure such default. Tenant shall not take any
action with respect to such default under the Lease including without limitation
any action in order to terminate, rescind or void the Lease or to withhold any
rental thereunder, for a period of ten (10) days after mailing of such written
notice thereof to Over Lessor with respect to any such default capable of being
cured by the payment of money and for a period of thirty (30) days after mailing
of such written notice thereof to the Over Lessor with respect to any other such
default (provided that in the case of any default which cannot be cured by the
payment of money and cannot with diligence be cured within such thirty (30) day
period because of the nature of such default or because Over Lessor requires
time to obtain possession of the leasehold estate in order to cure the default,
if the Over Lessor shall proceed promptly to attempt to obtain possession of the
leasehold estate, where possession is required to cure the same and thereafter
shall prosecute the curing of such
2
51
default with diligence and continuity, then the time within which such default
may be cured shall be extended for such a period as may be necessary to complete
the curing of the same with diligence and continuity).
4. Landlord agrees with Over Lessor that ▇▇▇▇▇▇▇▇'s estate in the
leased premises shall not be conveyed, encumbered nor shall the Landlord further
assign Landlord's interest in the Lease without the prior written consent of
Over Lessor. ▇▇▇▇▇▇▇▇ further agrees that in the event said estate in the leased
premises or said interest in the Lease passes to any person, firm or corporation
by operation of law or by any other means, such passage of title shall be
subject to the Lease.
5. This agreement shall bind and inure to the benefit of the parties
hereto, their successors and assigns.
6. This agreement shall not be modified or amended except in writing
signed by all parties hereto.
IN WITNESS WHEREOF, the parties hereto have placed their hands and
seals the day and year first above written.
Signed and acknowledged TENANT: ▇▇▇▇▇▇ National Bank
in the presence of: (in organization)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
---------------------------- /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
---------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇▇
LANDLORD: 1667 K Street, N.W. Associates
Limited Partnership
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ---------------------------------
Ass't Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, President
---------------------------- The ▇▇▇▇ ▇▇▇▇▇▇▇ Company
Managing General Partner
(Signatures continued on next page)
OVER LESSOR:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Second Vice President
Acknowledgment
3
52
EXHIBIT E
[LOGO] CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
MODIFICATION AND RATIFICATION OF ASSIGNED LEASE
The undersigned (hereinafter called Landlord),
of , County of ,
State of , and
(hereinafter called Tenant), of , in consideration of One Dollar
($1.00 and other considerations, hereby agree between themselves as follows:
1. A certain lease from Landlord to Tenant dated ,
19 and recorded in County, State of
, described as follows:
together with amendments dated:
is now in full force and effect and is hereby modified to state that the
commencement of the original term of said lease shall be , 19 .
2. ▇▇▇▇▇▇ has accepted and is now in possession of said premises.
3. Tenant and Landlord acknowledge that an Assignment of Lessor's Interest
in said lease will be or has been made to Connecticut General Life
Insurance Company and that no modification, adjustment, revision, or
cancellation of said Lease or amendments thereto shall be effective
unless written consent of Connecticut General Life Insurance Company is
obtained, and that until further notice payments under said Lease may
continue as heretofore.
4. No rent under said ▇▇▇▇▇ has been paid for more than thirty days in
advance of its due date.
5. Tenant is paying the full lease rental.
6. All work required to be performed by Landlord under the lease has been
completed.
7. There are no defaults in the lease.
Except as modified herein, all other provisions of said lease and the
amendments referred to above are hereby ratified.
53
In witness whereof ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have executed this document
this day of 19 .
Signed, sealed, acknowledged
and delivered in the presence
of Witnesses and at the request
of Landlord and Tenant
Delete this clause if Witnesses not necessary.
------------------------------ -------------------------------------(SEAL)
Landlord
Address of Landlord
------------------------------
-------------------------------------------
Street and No. City State
------------------------------ -------------------------------------(SEAL)
Tenant
Address of Tenant
------------------------------
--------------------------------------------
Street and No. City State
Acknowledgments for Landlord and Tenant
STATE OF )
: ss.
COUNTY OF )
STATE OF )
: ss.
COUNTY OF )
54
Exhibit F
Basic Rent Schedule
(8,000 square feet)
Annual Monthly
Rent Rent
----------- ---------
Year 1 $267,360.00 22,280.00
2 274,320.00 22,860.00
3 282,320.04 23,526.67
4 290,319.96 24,193.33
5 298,320.00 24,860.00
6 306,320.04 25,526.67
7 314,319.96 26,193.33
8 322,310.04 26,859.17
9 330,320.04 27,526.67
10 338,319.96 28,193.33
55
ADDENDUM
This Addendum to Agreement of Lease dated 12/31, 1981 by and between
1667 K Street, N.W. Associates Limited Partnership ("Landlord") and ▇▇▇▇▇▇
National Bank ("Tenant") covering a portion of the First Basement and a portion
of the First Floor ("Premises") of an office building under construction by
Landlord at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. Washington D. C. (the "Building").
The parties hereto incorporate in to the above Agreement of Lease (the
"Lease") as though therein fully rewritten and made a part hereof, the following
terms and conditions which amend, supplement or define the provisions contained
in such Lease and agree that whatsoever any provision contained in this Lease,
the Addendum provisions shall prevail.
22. Provided Tenant is not in default hereunder, Tenant shall have the right to
renew the term of this lease for an additional term of nine (9) years at market
terms and conditions by giving Landlord three hundred sixty (360) days written
notice. In the event the Lease Amendment is not executed at least one hundred
eighty (180) days prior to the Lease Expiration Date this option shall become
null and void.
23. Tenant shall have the right to install an automatic teller machine in a
prominent location on the first floor street level within the Premises at a
location mutually acceptable to Landlord and Tenant.
24. Provided Tenant has performed hereunder, Landlord shall allow Tenant
beneficial occupancy of the Premises at least ninety (90) days prior to the
Lease Commencement Date to install fixtures and equipment.
25. Tenant shall have the right to install at Tenant expense, building standard
signage (similiar to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.) approved in writing by
Landlord.
26. Tenant shall have the right to lease six (6) monthly parking spaces from the
garage operator at the prevailing rate adjusted from time to time. Said spaces
may or may not be reserved, assigned, attendant park or self park.
27. in the event Tenant is unable to obtain approval of the Comptroller of the
Currency for the charter of the bank within two hundred thirty (230) days of
lease approval by lender, the lease shall become null and void. In that event
Tenant shall be entitled to a refund of the security deposit and all parties
shall be relieved of further liability hereunder.
28. Tenant shall pay for the cost of design and structural reinforcement for the
slabs and columns to support the vaults, stairs and stair openings, not to
exceed Fifteen Thousand Dollars ($15,000), which shall not be refundable in the
event the lease is cancelled. Said amount shall be placed in escrow pending
lease execution and shall be due and payable upon completion of the design and
pricing of the work and the execution of the Lease by all parties.
29. Notwithstanding the provision in Paragraph 5 Landlord shall waive the right
of first refusal and terminate (provided in Paragraph 5c) provided ▇▇▇▇▇▇
continues to occupy one third of the Premises. Further, ▇▇▇▇▇▇▇▇ agrees to
exclude from the profits any leasing fees or advertising necessary to Sublet the
space or the amortized cost of extra tenant work.
30. Notwithstanding the provisions of Paragraph 15(b), Tenant shall not be
prevented from making any separate claim or cause of action which Tenant may
have directly against the condemning authority and which ▇▇▇▇▇▇ is able to
pursue without interfering with ▇▇▇▇▇▇▇▇'s claim or cause of action and without
eliminating ▇▇▇▇▇▇▇▇'s right to ▇▇▇▇▇▇▇▇'s award.
56
31. Provided Tenant is not In default hereunder, Tenant shall have the first
right to negotiate for any space which is contigious to the Premises at said
time said space becomes available for lease excluding the initial leasing of the
space. Landlord shall give notice to Tenant of the anticipated availability,
terms and conditions for lease of the space. In the event a lease is not
executed within fifteen days of the date Landlord gives Tenant notice, ▇▇▇▇▇▇'s
right to negotiate shall become null and void.
32. The individuals executing this Lease on behalf of ▇▇▇▇▇▇ National Bank
(which is in organization) are two of the organizers of the Tenant. This Lease
shall be deemed to be assigned to ▇▇▇▇▇▇ National Bank upon issuance to ▇▇▇▇▇▇
National Bank by the Comptroller of the Currency of final unconditional approval
of its national bank charter application, unless the Lease has been terminated
prior to that time. ▇▇▇▇▇▇▇▇ agrees that from and after the date of the
Comptroller of the Currency's approval Landlord shall look exclusively to the
Tenant for the satisfaction of all of the Tenant's obligations under this Lease.
33. Notwithstanding the provision of Paragraph 3(b) and 3(c), Tenant's
proportionate share of increased operating charges for capital improvements,
financing costs and ground rent shall not exceed the product of 0.15 times the
Basic Rent times the percentage change in the CPI index for any calendar year.