THREE CENTRE PARK BUILDING
THIS AGREEMENT OF LEASE, made this 3rd day of August, 1998, by and between
CONSTELLATION REAL ESTATE, INC., a Maryland corporation, Agent for Owner (the
"Landlord") and CONSTELLATION PROPERTIES, INC., a Maryland corporation (the
"Tenant"), witnesseth that the parties hereby agree as follows:
1. Premises. Landlord is the owner of the Three Centre Park Office Building (the
"Building"), an office building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Landlord does hereby lease unto Tenant, and Tenant does hereby rent from
Landlord a total area containing an agreed upon equivalent of 3,299 square feet
of rentable area which is comprised of (i) that portion of the Building on the
first floor designated as Suite 104 containing the agreed upon equivalent of
3,213 square feet of rentable area and (ii) that portion of the Building on the
second floor designated as "Shower Area" containing the agreed upon equivalent
of 86 square feet of rentable area (collectively, the "Premises") described on
the schedule attached hereto as Exhibit "A" and made a part hereof. In addition
thereto, Tenant shall have the right to use, on a non-exclusive basis, and in
common with the other tenants of the Building the Common Areas of the Building
(as that term is defined in Section 5.2.6 hereof).
2. Term.
2.1 This Lease shall commence April 20, 1998 (the "Commencement Date") and
shall be for a term (the "Initial Term") of three (3) years, which shall expire
on April 30, 2001.
2.2 Provided Tenant is not in default of any term, covenant or condition
of this Lease, Tenant shall have the option to extend the Initial Term of this
Lease for one (1) additional period of two (2) years (the "Renewal Term") to
commence immediately upon the expiration of the Initial Term.
Tenant's rental of the Premises during the Renewal Term shall be upon the
same terms, covenants and conditions contained in this Lease, except that Tenant
shall pay to Landlord as Base Rent that amount equal to the "Prevailing Market
Rate" for the Premises for the Renewal Term as hereinafter defined (including
annual adjustments). For purposes of this Section 2.2, the term "Prevailing
Market Rate" shall mean the then prevailing market rate being charged for
comparable space in comparable office buildings within a ten (10) mile radius of
the Premises, with consideration given for construction allowances, commissions,
free rent, and other concessions or premiums. In order to exercise its option
granted herein, Tenant shall notify Landlord in writing of its intent to renew
not less than one hundred and eighty (180) days prior to the expiration of the
Initial Term. Within thirty (30) days following the exercise by Tenant of its
option to extend the Lease for the Renewal Term, Landlord shall notify Tenant in
writing of its determination of the Prevailing Market Rate for the Renewal Term
as reasonably determined by Landlord ("Landlord's Notice"). Within ten (10) days
after receipt of Landlord's Notice, Tenant shall notify Landlord in writing of
Tenant's acceptance or rejection of such rate. If Tenant shall accept such
Prevailing Market Rate, Landlord and Tenant shall enter into an amendment to
this Lease acknowledging such renewal and setting forth any terms at variance
with the terms of this Lease. If within the ten (10) day period, Tenant shall
reject such Prevailing Market Rate as determined by Landlord for the Renewal
Term, then within twenty (20) days thereafter, Landlord and Tenant shall meet at
a mutually acceptable time and place and shall use their reasonable efforts to
agree upon the Prevailing Market Rate. If Landlord and Tenant shall fail to
agree upon such Prevailing Market Rate within the twenty (20) day period, then
Tenant's option to extend the Lease for the Renewal Term shall be void and
inoperable. If Tenant shall fail to respond to Landlord's Notice as provided
above, or if Tenant shall fail to deliver the requisite notice exercising its
option to extend by the date prescribed above, then Tenant's option to extend
the Term for the Renewal Term shall be void and inoperable.
2.3 As used herein, the word "Term" shall refer to the Initial Term and
the Renewal Term, if any.
3. Security Deposit and Advance Rent. Intentionally Left Blank.
4. Use. Tenant shall use and occupy the Premises continuously during the Term of
this Lease solely for general office purposes in accordance with applicable
zoning regulations and for no other purpose. Tenant acknowledges that (a)
violation of the foregoing continuous occupancy and use covenant shall be a
material breach of this Lease, and (b) Landlord considers such continuous use
and occupancy covenant a valuable contractual interest with which no other
landlord should interfere by attempting to induce Tenant to move to another
building. Tenant recognizes that its occupancy of the Premises continuously
throughout the Term of this Lease provides Landlord a significant benefit in the
perception of the Building by other prospective tenants who will negotiate with
Landlord for space in the Building in the future as well as the perception of
other existing tenants who will be negotiating with Landlord to renew their
leases and remain in the Building.
5. Rent.
5.1 Commencing on the Commencement Date, as rent for the Premises during
each year of the Term, Tenant shall pay to Landlord an annual base rent ("Base
Rent") in equal monthly installments in accordance with the following schedule,
in advance on the first day of each calendar month during the Term, and without
deduction, set off or demand.
Rental Year Annual Base Rent Monthly Base Rent
----------- ---------------- -----------------
1 $65,980.00 $5,498.33
2 $67,959.40 $5,663.28
3 $69,998.14 $5,833.18
In addition to the Base Rent, if the Term should commence on a day other than
the first day of a calendar month, Tenant shall pay to Landlord upon the
Commencement Date, a sum equaling that percentage of the monthly rent
installment which equals the percentage of such calendar month falling within
the Term.
5.2 Definitions. For the purposes hereof, the following definitions shall
apply:
5.2.1 "Property" shall mean the Building, the land upon which same
is situated and all fixtures and equipment thereon or therein, all commonly
owned or shared appurtenances, including but not limited to, parking areas,
walkways, landscaping and utilities, whether located on the land upon which the
Building is situated or elsewhere.
5.2.2 "Building Expenses" shall be all those expenses paid or
incurred by Landlord in connection with the owning, maintaining, operating and
repairing of the Property or any part thereof, in a manner deemed reasonable and
appropriate by Landlord and shall include, without limitation, the following:
(a) All costs and expenses of operating, repairing, lighting,
cleaning, and insuring (including liability for personal injury, death and
property damage and workers' compensation insurance covering personnel) the
Property or any part thereof, as well as all costs incurred in removing snow,
ice and debris therefrom and of policing and regulating traffic with respect
thereto, and depreciation of all machinery and equipment used therein or
thereon, replacing or repairing of pavement, parking areas, curbs, walkways,
drainage, lighting facilities, landscaping (including replanting and replacing
flowers and other planting);
(b) Electricity, steam and fuel used in lighting, heating,
ventilating and air conditioning;
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(c) Maintenance and repair of mechanical and electrical
equipment including heating, ventilating and air conditioning equipment;
(d) Window cleaning and janitor service, including equipment,
uniforms, and supplies and sundries;
(e) Maintenance of elevators, stairways, rest rooms, lobbies,
hallways and other Common Areas;
(f) Repainting and redecoration of all Common Areas;
(g) Sales or use taxes on supplies or services;
(h) Management fees, wages, salaries and compensation of all
persons engaged in the maintenance, operation or repair of the Property
(including Landlord's share of all payroll taxes);
(i) Legal, accounting and engineering fees and expenses,
except for those related to disputes with tenants or which are a result of
and/or are based on Landlord's negligence or other tortious conduct;
(j) Costs and expenses that may result from compliance with
any governmental laws or regulations that were not applicable to the Common
Areas at the time same were originally constructed; and
(k) All other expenses which under generally accepted
accounting principles would be considered as an expense of maintaining,
operating, or repairing the Property. Notwithstanding the foregoing, all
expenses (whether or not such expenses are enumerated on items 1 through 10 of
this Section 5.2.2) which would be considered capital in nature under generally
accepted accounting principles ("GAAP") shall be excluded from "Building
Expenses," unless such expenses are amortized in accordance with GAAP.
Notwithstanding anything herein to the contrary, none of the following
items shall be included in the computation of Building Expenses:
(a) Wages, salaries, fees, and fringe benefits paid to administrative or
executive personnel or officers or partners of Landlord unless employed at
competitive rates as independent contractors;
(b) Any charge for depreciation of the Building or equipment and any
interest or other financing charge;
(c) Any charge for Landlord's income taxes, excess profit taxes, franchise
taxes, or similar taxes on Landlord's business;
(d) All costs relating to activities for the solicitation and execution of
leases of space in the Building;
(e) All costs for which Tenant or any other tenant in the Building is
being charged other than pursuant to Sections 5.3 and 5.4;
(f) The cost of any electric current furnished to the Premises or any
rentable area of the Building for purposes other than the operation of Building
equipment and machinery and the lighting of public toilets, stairways,
shaftways, and Building machinery or fan rooms;
(g) The cost of correcting defects in the construction of the Building or
in the Building equipment, except that conditions (not occasioned by
construction defects) resulting from ordinary wear and tear will not be deemed
defects for the purpose of this section;
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(h) The cost of any repair made by Landlord because of the total or
partial destruction of the Building or the condemnation of a portion of the
Building;
(i) Any insurance premium to the extent that Landlord is entitled to be
reimbursed for it by Tenant pursuant to this Lease or by any tenant of the
Building pursuant to a similar lease other than pursuant to clauses comparable
to this section;
(j) The cost of any items for which Landlord is reimbursed by insurance or
otherwise compensated by parties other than tenants of the Building pursuant to
clauses similar to this section;
(k) Any operating expense representing an amount paid to a related
corporation, entity, or person that is in excess of the amount that would be
paid in the absence of such relationship;
(l) The cost of any work or service performed for or facilities furnished
to any tenant of the Building to a greater extent or in a manner more favorable
to such tenant than that performed for or furnished to Tenant;
(m) The cost of alterations of space in the Building leased to other
tenants;
(n) The cost of overtime or other expense to Landlord during its defaults
or performing work expressly provided in this Lease to be borne at Landlord's
expense;
(o) Amounts paid (including interest and penalties) in order to comply
with or cure violations of statutes, laws, or ordinances by Landlord or any part
of the Building, except as provided in Section 6;
5.2.3 "Taxes" shall mean all real property taxes including currently
due installments of assessments, sewer rents, ad valorem charges, water rates,
rents and charges, front foot benefit charges, and all other governmental
impositions in the nature of any of the foregoing. Excluded from Taxes are (i)
federal, state or local income taxes, (ii) franchise, gift, transfer, excise,
capital stock, estate or inheritance taxes, and (iii) penalties or interest
charged for late payment of Taxes. If at any time during the Lease Term the
method of taxation prevailing at the commencement of the Term shall be altered
so as to cause the whole or any part of the items listed in the first sentence
of this Subparagraph 5.2.3 to be levied, assessed or imposed, wholly or partly
as a capital levy, or otherwise, on the rents received from the Building, wholly
or partly in lieu of imposition of or in addition to the increase of taxes in
the nature of real estate taxes issued against the Property, then the charge to
Landlord resulting from such altered additional method of taxation shall be
deemed to be within the definition of "Taxes."
5.2.4 "Base Year Building Expenses" shall mean the actual Building
Expenses per rentable square foot incurred by Landlord in 1998.
5.2.5 "Base Year Taxes" shall mean the actual Taxes incurred by
Landlord per rentable square foot for the 1998-1999 tax year.
5.2.6 "Common Areas" shall mean those areas and facilities which may
be from time to time furnished to the Building by Landlord for the non-exclusive
general common use of tenants and other occupants of the Building, their
officers, employees, and invitees, including (without limitation) the hallways,
stairs, parking facilities, washrooms, and elevators.
5.2.7 "Lease Year" shall mean the first twelve (12) month period
following the Commencement Date and each succeeding twelve (12) month period
thereafter up to the end of the Term; provided, however, that if the
Commencement Date shall occur on a day other than the first day of a calendar
month, then the first Lease Year shall include that portion of a calendar month
in which the Commencement Date occurs in addition to the first twelve (12) month
period.
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5.3 Rent Adjustments for Taxes.
5.3.1 At or after the time that Taxes are due and payable, Landlord
shall total the Taxes and shall allocate such Taxes to the rentable area within
the Building in the following manner: Taxes shall be totaled and such total
shall be divided by the total rentable square feet in the Building thereby
deriving the "Cost of Taxes Per Square Foot" of rentable area.
5.3.2 In the event that the Cost of Taxes Per Square Foot assessed
for any tax year which is wholly or partly within the Lease Term are greater
than the Base Year Taxes, Tenant shall pay to Landlord, as additional rent at
the time such Taxes are due and payable, the amount of such excess times the
number of rentable square feet in the Premises. Any additional rent due Landlord
under this Section 5.3 shall be due and payable within thirty (30) days after
Landlord shall have submitted a written statement to Tenant showing the amount
due. For Tenant's obligation for such additional rent at the beginning or end of
the Lease, see Section 5.6. Landlord may, in its discretion, make a reasonable
estimate of such additional rent with respect to Taxes, and require Tenant to
pay each month during such year 1/12 of such amount, at the time of payment of
monthly installments of Base Rent. In such event, Tenant shall pay, or Landlord
shall refund or credit to Tenant's account, any underpayment or overpayment of
such additional rent within thirty (30) days of Landlord's annual written
statement of Taxes due. Tenant shall have the right to examine, at Tenant's sole
expense, Landlord's records with respect to any such increases in rent;
provided, however, that unless Tenant shall have given Landlord written notice
of exception to any such statement within thirty (30) days after delivery
thereof, the same shall be conclusive and binding on Tenant. No credit shall be
given to Tenant if the cost of Taxes Per Square Foot are less than the Base Year
Taxes.
As of the date of this Lease, the tax year is a fiscal year commencing
July 1. If the appropriate authorities shall hereafter change the tax year to a
calendar year, or to a fiscal year commencing on a date other than July 1,
appropriate adjustments shall be made in the computation of any additional rent
due hereunder.
All reasonable expenses incurred by Landlord (including attorneys',
appraisers' and consultants' fees, and other costs) in contesting any increase
in Taxes or any increase in the assessment of the Property shall be included as
an item of Taxes for the purpose of computing additional rent due hereunder.
5.4 Rent Adjustments for Building Expenses.
5.4.1 After the end of each calendar year, Landlord shall compute
the Building Expenses for such year and shall allocate such costs to the
rentable area within the Building in the following manner: Building Expenses
shall be totaled and such total shall be divided by the total rentable square
feet in the Building thereby deriving the "Cost of Building Expenses Per Square
Foot" of rentable area.
5.4.2 In the event that the cost of Building Expenses Per Square
Foot of rentable area for any year which is wholly or partly within the Term are
greater than the Base Year Building Expenses, Tenant shall pay to Landlord, as
additional rent, the amount of such excess times the number of rentable square
feet in the Premises, as set forth in Section 1 above. If occupancy of the
Building during any calendar year is less than ninety-five percent (95%), then
Building Expenses for that calendar year shall be "grossed up" to that amount of
Building Expenses that, using reasonable projections, would normally be expected
to be incurred during the calendar year in question if the Building was
ninety-five percent (95%) occupied during the applicable calendar year period,
as determined under generally accepted accounting principles; it being
understood that the written statement submitted to Tenant shall provide a
reasonably detailed description of how the Building Expenses were grossed up and
that only those component expenses that are affected by variations in occupancy
levels shall be grossed up. Such additional rent shall be computed on a
year-to-year basis. Any such additional rent shall be due within thirty (30)
days after Landlord has submitted a written statement to Tenant showing the
amount due. Landlord may, in its discretion, make a reasonable estimate of such
additional rent with respect to any calendar year, and require
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Tenant to pay each month during such year 1/12 of such amount, at the time of
payment of monthly installments of Base Rent. In such event, Tenant shall pay,
or Landlord shall refund or credit to Tenant's account, any underpayment or
overpayment of such additional rent within thirty (30) days of Landlord's
written statement of actual Building Expenses for the Calendar year. Tenant, at
Tenant's sole expense, shall have the right to examine Landlord's records with
respect to any such increases in rent; provided, however, that unless Tenant
shall have given Landlord written notice of exception to any such statement
within thirty (30) days after delivery thereof, the same shall be conclusive and
binding on Tenant. No credit shall be given to Tenant if the cost of Building
Expenses Per Square Foot are less than the Base Year Building Expenses.
Notwithstanding anything to the contrary contained herein Landlord shall use
diligent efforts to keep Building Expenses at reasonable amounts, while
maintaining the Building as a first class office building.
5.5 Additional Rent Payments. Tenant's obligation to pay any additional
rent accruing during the Lease Term pursuant to Sections 5.3 and 5.4 hereof
shall apply pro rata to the proportionate part of a tax year as to Taxes, and
calendar year, as to Building Expenses, in which this Lease begins or ends, for
the portion of each such year during which this Lease is in effect. Such
obligation to make payments of such additional rent shall survive the expiration
or sooner termination of the Lease Term, whether or not this Lease is superseded
by a subsequent lease of the Premises or of any other space or Tenant leaves the
Building; any such superseding lease shall not serve to supersede Tenant's
obligation for any such additional rent unless it makes express reference
thereto and recites that such additional rent is abated in consideration of the
superseding lease.
5.6 Payments. All payments or installments of any rent hereunder and all
sums whatsoever due under this Lease (including but not limited to court costs
and attorneys fees) shall be deemed rent, shall be paid to Landlord at the
address designated by Landlord, and if not paid when due, shall be subject to a
late charge of $35.00 for each late payment and shall bear interest at the rate
of 18% per annum (but not more than the maximum allowable legal rate applicable
to Tenant) until paid. Additionally, if any of Tenant's checks for payment of
rent or additional rent are returned to Landlord for insufficient funds, Tenant
shall pay to Landlord as additional rent $50.00 for each such check returned for
insufficient funds, and if two or more of Tenant's checks in payment of rent or
additional rent due hereunder are returned for insufficient funds in any
calendar year, Landlord reserves the right upon ten (10) days advance written
notice to Tenant to thereafter require Tenant to pay all rent and additional
rent and other sums whatsoever due under this Lease in cash, by money order or
by certified check or cashier's check. If an attorney is employed to enforce
Landlord's rights under this Lease, Tenant shall pay all fees and expenses of
such attorney whether or not legal proceedings are instituted by Landlord.
However, where legal proceedings are instituted by Landlord against Tenant, and
said legal proceedings result in a monetary judgment in favor of Landlord, those
reasonable attorney fees for which Tenant shall be liable to Landlord shall not
be less than fifteen percent (15%) of such monetary judgment. Time is of the
essence in this Lease.
6. Requirements of Applicable Law. Landlord warrants that on the Commencement
Date, the Premises shall comply with all applicable laws, ordinances, rules and
regulations of governmental authorities having jurisdiction over the Property
("Applicable Laws"). Tenant, at its sole cost and expense, shall thereafter
comply promptly with all Applicable Laws now in force or which may hereafter be
in force, which impose any duty upon Landlord or Tenant with respect to the
Tenant's specific use, occupancy or alteration of the Premises or any part
thereof and for the prevention of fires; provided, however, that Landlord and
not Tenant shall correct all structural defects in the Building necessary to
comply with Applicable Laws, and make all repairs, changes or alterations
necessary because the Building was not constructed in compliance with any of
said Applicable Laws.
7. Certificate of Occupancy. Tenant shall not use or occupy the Premises in
violation of any certificate of occupancy, permit, or other governmental consent
issued for the Building. If any governmental authority, after the commencement
of the Lease Term, shall contend or declare that the Premises are being used for
a purpose which is in violation of such certificate of occupancy, permit, or
consent, then Tenant shall, upon five (5) days' notice from Landlord,
immediately discontinue such use of the Premises. If thereafter the governmental
authority asserting such violation threatens, commences or continues criminal or
civil proceedings against Landlord for
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Tenant's failure to discontinue such use, in addition to any and all rights,
privileges and remedies given to Landlord under this Lease for default therein,
Landlord shall have the right to terminate this Lease forthwith. Tenant shall
indemnify and hold Landlord harmless of and from any and all liability for any
such violation or violations.
8. Contest-Statute, Ordinance, Etc. Tenant may, after notice to Landlord, by
appropriate proceedings conducted promptly at Tenant's own expense in Tenant's
name and whenever necessary in Landlord's name, contest in good faith the
validity or enforcement of any such statute, ordinance, law, order, regulation
or requirement and may similarly contest any assertion of violation of any
certificate of occupancy, permit, or any consent issued for the Building. Tenant
may, pending such contest, defer compliance therewith if, in the opinion of
counsel for Landlord, such deferral shall not subject either Landlord or the
Premises or the Property (or any part thereof) to any penalty, fine or
forfeiture, and if Tenant shall post a bond with corporate surety approved by
Landlord sufficient, in Landlord's opinion, fully to indemnify Landlord from
loss.
9. Tenant's Improvements. Except to the extent that Landlord is responsible for
making improvements to the Premises pursuant to Section 34 of this Lease, Tenant
shall make such improvements to the Premises as it may deem necessary at its
sole cost and expense. Tenant shall not make any alterations, decorations,
installations, additions or improvements to the Premises, including but not
limited to, the installation of any fixtures, amenities, equipment, appliances,
or other apparatus, without Landlord's prior written consent which consent shall
not be unreasonable withheld or delayed), and then only by contractors or
mechanics employed or approved by Landlord. All such work, alterations,
decorations, installations, additions or improvements shall be done at Tenant's
sole expense and at such times and in such manner as Landlord may from time to
time designate, subject to Force Majeure Events (as defined in Section 48).
Landlord's consent to and/or approval of Tenant's plans and specifications for
the aforesaid improvements shall create no responsibility or liability on the
part of Landlord for their completeness, design sufficiency, or compliance with
all laws, rules and regulations of governmental agencies or authorities. All
alterations, decorations, installations, additions or improvements made by
either of the parties hereto upon the Premises, except movable office furniture
put in at the expense of Tenant and other items as mutually agreed upon in
writing, shall be the property of Landlord and shall remain upon and be
surrendered with the Premises at the termination of this Lease without
molestation or injury.
10. Repairs and Maintenance.
10.1 Tenant's Care of the Premises and Building. During the Lease Term
Tenant shall:
(i) keep the Premises and the fixtures, appurtenances and
improvements therein in good order and condition;
(ii) make repairs and replacements to the Premises required because
of Tenant's misuse or primary negligence, except to the extent that the repairs
or replacements are covered by Landlord's insurance as required hereunder;
(iii) repair and replace special equipment or decorative treatments
installed by or at Tenant's request and that serve the Premises only, except to
the extent the repairs or replacements are needed because of Landlord's misuse
or primary negligence, and are not covered by Tenant's insurance as required
hereunder;
(iv) pay for all damage to the Building, its fixtures and
appurtenances, as well as all damages sustained by Tenant or occupants of the
Building due to any waste, misuse or neglect of the Premises, its fixtures and
appurtenances by Tenant, except to the extent that the repair of such damage is
covered by Landlord's insurance as required hereunder; and
(v) not commit waste.
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In addition Tenant shall not place a load upon any floor of the Premises
exceeding the floor load per square foot area which such floor was designed to
carry and which may be allowed under Applicable Laws. Landlord reserves the
right to prescribe the weight and position of all heavy equipment brought onto
the Premises and prescribe any reinforcing required under the circumstances, all
such reinforcing to be at Tenant's expense.
10.2 Landlord's Repairs. Except for the repairs and replacements that
Tenant is required to make pursuant to Section 10.1 above, Landlord shall make
all other repairs and replacements to the Premises, Common Areas and Building
(including Building fixtures and equipment) as shall be reasonably deemed
necessary to maintain the Building in a condition comparable to other first
class suburban office buildings in the Baltimore-Washington corridor area. This
maintenance shall include the roof, foundation, exterior walls, interior
structural walls, all structural components, and all systems such as mechanical,
electrical, multi-tenant HVAC, and plumbing. The costs associated with such
repairs shall be deemed a part of Building Expenses; provided, however, that
costs of all of such repairs which would be considered capital in nature under
generally accepted accounting principles and any other items excluded from the
definition of Building Expenses shall be paid by Landlord. There shall be no
allowance to Tenant for a diminution of rental value, no abatement of rent, and
no liability on the part of Landlord by reason of inconvenience, annoyance or
injury to business arising from Landlord, Tenant or others making any repairs or
performing maintenance as provided for herein.
10.3 Time for Repairs. Repairs or replacements required pursuant to
Section 10.1 and 10.2 above shall be made within a reasonable time (depending on
the nature of the repair or replacement needed - generally no more than fifteen
(15) days) after receiving notice or having actual knowledge of the need for a
repair or replacement, and subject to reasonable delays for Force Majeure Events
(as defined in Section 48).
10.4 Surrender of the Premises. Upon the termination of this Lease, Tenant
shall surrender the Premises to Landlord in the same broom clean condition that
the Premises were in on the Commencement Date except for:
(i) ordinary wear and tear;
(ii) damage by the elements, fire, and other casualty unless Tenant
would be required to repair under the provisions of this Lease;
(iii) damage arising from any cause not required to be repaired or
replaced by Tenant; and
(iv) alterations as permitted by this Lease unless consent was
conditioned on their removal.
On surrender Tenant shall remove from the Premises its personal property,
trade fixtures and any alterations required to be removed pursuant to the terms
of this Lease and repair any damage to the Premises caused by this removal. Any
items not removed by Tenant as required above shall be considered abandoned.
Landlord may dispose of abandoned items as Landlord chooses and ▇▇▇▇ Tenant for
the cost of their disposal.
11. Conduct on Premises. Tenant shall not do, or permit anything to be done in
the Premises, or bring or keep anything therein which shall, in any way,
increase the rate of fire insurance on the Building, or invalidate or conflict
with the fire insurance policies on the Building, fixtures or on property kept
therein, or obstruct or interfere with the rights of Landlord or of other
tenants, or in any other way injure or annoy Landlord or the other tenants, or
subject Landlord to any liability for injury to persons or damage to property,
or interfere with the good order of the Building, or conflict with Applicable
Laws, or the Maryland Fire Underwriters Rating Bureau. Tenant agrees that any
increase of fire insurance premiums on the Building or contents caused by the
occupancy of Tenant and any expense or cost incurred in consequence of
negligence or carelessness or the willful action
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of Tenant, Tenant's employees, agents, servants, or invitees shall, as they
accrue be added to the rent heretofore reserved and be paid as a part thereof;
and Landlord shall have all the rights and remedies for the collection of same
as are conferred upon Landlord for the collection of rent provided to be paid
pursuant to the terms of this Lease.
12. Insurance.
12.1 Tenant's Insurance. Tenant shall keep in force at its own expense, so
long as this Lease remains in effect, (a) public liability insurance, including
insurance against assumed or contractual liability under this Lease, with
respect to the Premises, to afford protection with limits, per person and for
each occurrence, of not less than One Million Dollars ($1,000,000), combined
single limit, with respect to personal injury and death and property damage,
such insurance to provide for only a reasonable deductible, (b) all-risk
property and casualty insurance, including theft, written at replacement cost
value and with replacement cost endorsement, covering all of Tenant's personal
property in the Premises and all improvements and installed in the Premises by
or on behalf of Tenant whether pursuant to the terms of Section 34, Section 9,
or otherwise, such insurance to provide for only a reasonable deductible, (c)
if, and to the extent, required by law, workmen's compensation or similar
insurance offering statutory coverage and containing statutory limits, and (d)
shall insure all plate and other interior glass in the Premises for and in the
name of Landlord. Such policies shall be maintained in companies and in form
reasonably acceptable to Landlord and shall be written as primary policy
coverage and not contributing with, or in excess of, any coverage which Landlord
shall carry. Tenant shall deposit the policy or policies of such required
insurance or certificates thereof with Landlord prior to the Commencement Date,
which policies shall name Landlord or its designee and, at the request of
Landlord, its mortgagees, as additional named insured and shall also contain a
provision stating that such policy or policies shall not be canceled except
after thirty (30) day's written notice to Landlord or its designees. All such
policies of insurance shall be effective as of the date Tenant occupies the
Premises and shall be maintained in force at all times during the Term of this
Lease and all other times during which Tenant shall occupy the Premises. In
addition to the foregoing insurance coverage, Tenant shall require any
contractor retained by it to perform work on the Premises to carry and maintain,
at no expense to Landlord, during such times as contractor is working in the
Premises, a non-deductible (i) comprehensive general liability insurance policy,
including, but not limited to, contractor's liability coverage, contractual
liability coverage, completed operations coverage, broad form property damage
endorsement and contractor's protective liability coverage, to afford protection
with limits per person and for each occurrence, of not less than Two Hundred
Thousand Dollars ($200,000.00), combined single limit, with respect to personal
injury and death and property damage, such insurance to provide for no
deductible, and (ii) workmen's compensation insurance or similar insurance in
form and amounts as required by law. In the event of damage to or destruction of
the Premises and the termination of this Lease by Landlord pursuant to Section
17 herein, Tenant agrees that it shall pay Landlord all of its insurance
proceeds relating to improvements made in the Premises by or on behalf of Tenant
whether pursuant to the terms of Section 34, Section 9, or otherwise. If Tenant
fails to comply with its covenants made in this Section, if such insurance would
terminate or if Landlord has reason to believe such insurance is about to be
terminated, Landlord may at its option cause such insurance as it in its sole
judgment deems necessary to be issued, and in such event Tenant agrees to pay
promptly upon Landlord's demand, as additional rent the premiums for such
insurance.
12.2 Landlord's Insurance. Landlord shall keep in force at its own expense
(a) contractual and comprehensive general liability insurance, including public
liability and property damage, with a minimum combined single limit of liability
of Two Million Dollars ($2,000,000.00) for personal injuries or death of persons
occurring in or about the Building and Premises, and (b) all-risk property and
casualty insurance written at replacement cost value covering the Building and
all of Landlord's improvements in and about same.
12.3 Waiver of Subrogation. Each party hereto waives claims arising in any
manner in its favor and against the other party and agrees that neither party
hereto shall be liable to the other party or to any insurance company (by way of
subrogation or otherwise) insuring the other party for any loss or damage to the
Building, the Premises or other tangible property, or any resulting loss of
9
income, or losses under worker's compensation laws and benefits, or against
liability on or about the Building, even though such loss or damage might have
been occasioned by the negligence of such party, its agents or employees if any
such loss or damage is covered by insurance benefiting the party suffering such
loss or damage as was required to be covered by insurance carried pursuant to
this Lease. Landlord shall cause each insurance policy carried by it insuring
against liability on or about the Building or insuring the Premises and the
Building or income resulting therefrom against loss by fire or any of the
casualties covered by the all-risk insurance carried by it hereunder to be
written in such a manner as to provide that the insurer waives all right of
recovery by way of subrogation against Tenant in connection with any loss or
damage covered by such policies. Tenant shall cause each insurance policy
carried by it insuring against liability or insuring the Premises (including the
contents thereof and Tenant's Improvements installed therein by Tenant or on its
behalf) against loss by fire or any of the casualties covered by the all-risk
insurance required hereunder to be written in such a manner as to provide that
the insurer waives all right of recovery by way of subrogation against Landlord
in connection with any loss or damage covered by such policies.
13. Rules and Regulations. Tenant shall be bound by the rules and regulations
set forth on the schedule attached hereto as Exhibit "B" and made a part hereof.
Landlord shall have the right, from time to time, to issue additional or amended
rules and regulations regarding the use of the Building, so long as said rules
shall be reasonable and non-discriminatory between tenants. When so issued the
same shall be considered a part of this Lease and Tenant covenants that said
additional or amended rules and regulations shall likewise be faithfully
observed by Tenant, the employees of Tenant and all persons invited by Tenant
into the Building, provided, that said additional or amended rules are made
applicable to all office tenants similarly situated as Tenant. Landlord shall
not be liable to Tenant for the violation of any of the said rules and
regulations, or the breach of any covenant or condition in any lease, by any
other tenant in the Building.
14. Mechanics' Liens. Tenant shall not do or suffer to be done any act, matter
or thing whereby Tenant's interest in the Premises, or any part thereof, may be
encumbered by any mechanics' lien. Tenant shall discharge, within ten (10) days
after the date of filing, any mechanics' liens filed against Tenant's interest
in the Premises, or any part thereof, purporting to be for labor or material
furnished or to be furnished to Tenant. Landlord shall not be liable for any
labor or materials furnished or to be furnished to Tenant upon credit, and no
mechanics' or other lien for labor or materials shall attach to or affect the
reversionary or other estate or interest of Landlord in and to the Premises, or
the Property.
15. Tenant's Failure to Repair. In the event that Tenant fails after reasonable
prior written notice from Landlord, to keep the Premises in a good state of
condition and repair pursuant to Section 10 above, or to do any act or make any
payment required under this Lease or otherwise fails to comply herewith,
Landlord may, at its option (but without being obliged to do so) immediately, or
at any time thereafter and without notice, perform the same for the account of
Tenant, including the right to enter upon the Premises at all reasonable hours
to make such repairs, or do any act or make any payment or compliance which
Tenant has failed to do, and upon demand, Tenant shall reimburse Landlord for
any such expense incurred by Landlord including but not limited to any costs,
damages and counsel fees. Any moneys expended by Landlord, as aforesaid, shall
be deemed additional rent, collectible as such by Landlord. All rights given to
Landlord in this section shall be in addition to any other right or remedy of
Landlord herein contained.
16. Property -- Loss, Damage. Landlord, its agents and employees shall not be
liable to Tenant for (i) any damage or loss of property of Tenant placed in the
custody of persons employed to provide services for or stored in or about the
Premises and/or the Building, unless such damage or loss is the result of the
negligence of Landlord, (ii) any injury or damage to persons, property or the
business of Tenant resulting from a latent defect in or material change in the
condition of the Building, and (iii) interference with the light, air, or other
incorporeal hereditaments of the Premises.
17. Destruction -- Fire or Other Casualty. In case of partial damage to the
Premises by fire or other casualty insured against by Landlord, Tenant shall
give immediate notice thereof to Landlord, who shall thereupon cause damage to
all property owned by it to be repaired with reasonable speed
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at expense of Landlord, due allowance being made for reasonable delay which may
arise by reason of adjustment of loss under insurance policies on the part of
Landlord and/or Tenant, and for reasonable delay on account of Force Majeure
Events (as defined in Section 48), and to the extent that the Premises are
rendered untenantable the rent shall proportionately ▇▇▇▇▇ from the date of such
casualty, provided the damage above mentioned occurred without the fault or
neglect of Tenant, Tenant's servants, employees, agents or visitors. If such
partial damage is due to the fault or neglect of Tenant, or Tenant's servants,
employees, agents, or invitees, the damage shall be repaired by Landlord to the
extent of Landlord's insurance coverage, but there shall be no apportionment or
abatement of rent. In the event the damage shall be so extensive to the whole
Building as to render it uneconomical, in Landlord's opinion, to restore for its
present uses and Landlord shall decide not to repair or rebuild the Building,
this Lease, at the option of Landlord, shall be terminated upon written notice
to Tenant and the rent shall, in such event, be paid to or adjusted as of the
date of such damage, and the terms of this Lease shall expire by lapse of time
and conditional limitation upon the third day after such notice is mailed, and
Tenant shall thereupon vacate the Premises and surrender the same to Landlord,
but no such termination shall release Tenant from any liability to Landlord
arising from such damage or from any breach of the obligations imposed on Tenant
hereunder, or from any obligations accrued hereunder prior to such termination.
Notwithstanding anything herein to the contrary, Tenant shall have the right to
terminate this Lease by giving Landlord thirty (30) days' advance written notice
if (i) Landlord advises Tenant that Landlord estimates that the Premises will be
restored within a period in excess of one hundred twenty (120) days after the
casualty, or (ii) Landlord in fact does not complete the restoration within one
hundred twenty (120) days after the casualty, subject to extension for Force
Majeure Events (as defined in Section 48).
18. Eminent Domain. If (1) the whole or more than fifty percent (50%) of the
floor area of the Premises shall be taken or condemned by Eminent Domain for any
public or quasi-public use or purpose, and either party shall elect, by giving
written notice to the other, or (2) more than twenty-five percent (25%) of the
floor area of the Building shall be so taken, and Landlord shall elect, in its
sole discretion, by giving written notice to Tenant, any said written notice to
be given not more than sixty (60) days after the date on which title shall vest
in such condemnation proceeding, to terminate this Lease, then, in either such
event, the Term of this Lease shall cease and terminate as of the date of title
vesting. In case of any taking or condemnation, whether or not the Term of this
Lease shall cease and terminate, the entire award shall be the property of
Landlord, and Tenant hereby assigns to Landlord all its right, title and
interest in and to any such award, except that Tenant shall be entitled to
claim, prove and receive in the proceedings such awards as may be allowed for
moving expenses, loss of profit and fixtures and other equipment installed by it
which shall not, under the terms of this Lease, be or become the property of
Landlord at the termination hereof, but only if such awards shall be made by the
condemnation, court or other authority in addition to, and be stated separately
from, the award made by it for the Property or part thereof so taken.
19. Assignment. So long as Tenant is not in default of any of the terms and
conditions hereof, and further provided that Tenant has fully and faithfully
performed all of the terms and conditions of this Lease, Landlord shall not
unreasonably withhold its consent to an assignment of this Lease or sublease of
the Premises for any of the then remaining portion of the unexpired Term
provided: (i) the net assets of the assignee or sublessee shall not be less than
the net assets of Tenant at the time of the signing of this Lease; (ii) in the
event of an assignment, such assignee shall assume in writing all of Tenant's
obligations under this Lease; (iii) in the event of a sublease, such sublease
shall in all respects be subject to and in conformance with the terms of this
Lease; and (iv) in all events Tenant continues to remain liable on this Lease
for the performance of all terms, including but not limited to, payment of all
rent due hereunder. Landlord and Tenant acknowledge and agree that it shall not
be unreasonable for Landlord to withhold its consent to an assignment if in
Landlord's sole business judgment, the assignee lacks sufficient business
experience or net worth to successfully operate its business within the Premises
in accordance with the terms, covenants and conditions of this Lease. If this
Lease be assigned, or if the Premises or any part thereof be underlet or
occupied by anybody other than Tenant, Landlord may, after default by Tenant,
collect rent from the assignee, undertenant or occupant and apply the net amount
collected to the rent herein reserved, but no such collection shall be deemed a
waiver of this covenant, or the acceptance of the assignee, undertenant or
occupant as tenant, or a release of Tenant from the further observance and
performance by Tenant of the
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covenants herein contained. No assignment or sublease, regardless of whether
Landlord's consent has been granted or withheld, shall be deemed to release
Tenant from any of its obligations nor shall the same be deemed to release any
person guaranteeing the obligations of Tenant hereunder from their obligations
as guarantor. Notwithstanding anything herein to the contrary, Tenant shall have
the right to transfer, assign or sublet its rights under this Lease to Baltimore
Gas & Electric ("BGE") or to any subsidiary or affiliate of BGE without
obtaining Landlord's prior written consent, but rather upon written notice to
Landlord.
20. Default; Remedies; Bankruptcy of Tenant. Any one or more of the following
events shall constitute an "Event of Default" hereunder, at Landlord's election:
(a) the sale of Tenant's interest in the Premises under attachment, execution or
similar legal process or, the adjudication of Tenant as a bankrupt or insolvent,
unless such adjudication is vacated within thirty (30) days; (b) the filing of a
voluntary petition proposing the adjudication of Tenant (or any guarantor of
Tenant's obligations hereunder) as a bankrupt or insolvent, or the
reorganization of Tenant (or any such guarantor), or an arrangement by Tenant
(or any such guarantor) with its creditors, whether pursuant to the Federal
Bankruptcy Code or any similar federal or state proceeding, unless such petition
is filed by a party other than Tenant (or any such guarantor) and is withdrawn
or dismissed within thirty (30) days after the date of its filing; (c) the
admission, in writing, by Tenant (or any such guarantor) of its inability to pay
its debts when due; (d) the appointment of a receiver or trustee for the
business or property of Tenant (or any such guarantor), unless such appointment
is vacated within thirty (30) days of its entry; (e) the making by Tenant (or
any such guarantor) of an assignment for the benefit of its creditors, or if, in
any other manner, Tenant's interest in this Lease shall pass to another by
operation of law; (f) the failure of Tenant to pay any rent, additional rent or
other sum of money when due and such failure continues for a period of seven (7)
days after receipt of written notice that the same is past due hereunder; and
(g) subject to reasonable delays for the occurrence of Force Majeure Events, the
default by Tenant in the performance or observance of any covenant or agreement
of this Lease (other than a default involving the payment of money), which
default is not cured within thirty (30) days after the giving of notice thereof
by Landlord, unless such default is of such nature that it cannot be cured
within such thirty (30) day period, in which case no Event of Default shall
occur so long as Tenant shall commence the curing of the default within such
thirty (30) day period and shall thereafter diligently prosecute the curing of
same.
Upon the occurrence and continuance of an Event of Default, Landlord, with
such notice to Tenant as provided for by law or as expressly provided for
herein, may do any one or more of the following: (a) sell, at public or private
sale, all or any part of the goods, chattels, fixtures and other personal
property belonging to Tenant which are or may be put into the Premises during
the Lease Term, whether or not exempt from sale under execution or attachment
(it being agreed that said property shall at all times be bound with a lien in
favor of Landlord and shall be chargeable for all rent and for the fulfillment
of the other covenants and agreements herein contained), and apply the proceeds
of such sale, first, to the payment of all costs and expenses of conducting the
sale or caring for or storing said property; second, toward the payment of any
indebtedness, including, without limitation, indebtedness for rent, which may be
or may become due from Tenant to Landlord; and third, to pay Tenant, on demand
in writing, any surplus remaining after all indebtedness of Tenant to Landlord
has been fully paid; (b) perform, on behalf and at the expense of Tenant, any
obligation of Tenant under this Lease which Tenant has failed to perform and of
which Landlord shall have given Tenant notice, the cost of which performance by
Landlord, together, with interest thereon at the rate of eighteen percent (18%)
per annum, from the date of such expenditure, shall be deemed additional rent
and shall be payable by Tenant to Landlord upon demand; (c) elect to terminate
this Lease and the tenancy created hereby by giving notice of such election to
Tenant in which event Tenant shall be liable for Base Rent, Additional Rent, and
other indebtedness that otherwise would have been payable by Tenant during the
remainder of the Term had there been no Event of Default, and on notice reenter
the Premises, by summary proceedings or otherwise, and remove Tenant and all
other persons and property from the Premises, and store such property in a
public warehouse or elsewhere at the cost and for the account of Tenant, without
resort to legal process and without Landlord being deemed guilty of trespass or
becoming liable for any loss or damage occasioned thereby; and also the right,
but not the obligation, to re-let the Premises for any unexpired balance of the
Lease Term, and collect the rent therefor. In the event of such re-letting by
Landlord, the re-
12
letting shall be on such terms, conditions and rental as Landlord may deem
proper, and the proceeds that may be collected from the same, less the expense
of re-letting (including reasonable leasing fees and commissions and reasonable
costs of renovating the Premises), shall be applied upon Tenant's rental
obligation as set forth in this Lease for the unexpired portion of the Lease
Term. Tenant shall be liable for any balance that may be due under this Lease,
although Tenant shall have no further right of possession of the Premises; and
(d) exercise any other legal or equitable right or remedy which it may have at
law or in equity. Notwithstanding the provisions of clause (b) above and
regardless of whether an Event of Default shall have occurred, Landlord may
exercise the remedy described in clause (b) without any notice to Tenant if
Landlord, in its good faith judgment, believes it would be materially injured by
the failure to take rapid action, or if the unperformed obligation of Tenant
constitutes an emergency.
Landlord and Tenant hereby expressly waive trial by jury in any action or
proceeding or counterclaim brought by either party hereto against the other
party on any and every matter, directly or indirectly arising out of or with
respect to this Lease, including, without limitation, the relationship of
Landlord and Tenant, the use and occupancy by Tenant of the Premises, any
statutory remedy and/or claim of injury or damage regarding this Lease.
Any costs and expenses incurred by Landlord (including, without
limitation, reasonable attorneys' fees) in enforcing any of its rights or
remedies under this Lease shall be deemed to be additional rent and shall be
repaid to Landlord by Tenant upon demand.
Notwithstanding any of the other provisions of this Lease, in the event
Tenant shall voluntarily or involuntarily come under the jurisdiction of the
Federal Bankruptcy Code and thereafter Tenant or its trustee in bankruptcy,
under the authority of and pursuant to applicable provisions thereof, shall have
the power and so using same determine to assign this Lease, Tenant agrees that
(i) Tenant or its trustee shall provide to Landlord sufficient information
enabling it to independently determine whether Landlord will incur actual and
substantial detriment by reason of such assignment and (ii) "adequate assurance
of future performance" under this Lease, as that term is generally defined under
the Federal Bankruptcy Code, shall be provided to Landlord by Tenant and its
assignee as a condition of said assignment.
21. Damages. If this Lease is terminated by Landlord pursuant to Section 20,
Tenant shall, nevertheless, remain liable for all rent and damages which may be
due or sustained prior to such termination, and all reasonable costs, fees and
expenses including, but not limited to, attorneys' fees, costs and expenses
incurred by Landlord in pursuit of its remedies hereunder, or in renting the
Premises to others from time to time and additional damages (the "Liquidated
Damages"), which shall be an amount equal to the total rent which, but for
termination of this Lease, would have become due during the remainder of the
Term, less the amount of rent, if any, which Landlord shall receive during such
period from others to whom the Premises may be rented (other than any additional
rent received by Landlord as a result of any failure of such other person to
perform any of its obligations to Landlord), in which case such Liquidated
Damages shall be computed and payable in monthly installments, in advance on the
first day of each calendar month following termination of the Lease and
continuing until the date on which the Lease Term would have expired but for
such termination, and any suit or action brought to collect any such Liquidated
Damages for any month shall not in any manner prejudice the right of Landlord to
collect any Liquidated Damages for any subsequent month by a similar proceeding.
If this Lease is terminated pursuant to Section 20, Landlord may relet the
Premises or any part thereof, alone or together with other premises, for such
term(s) which may be greater or less than the period which otherwise would have
constituted the balance of the Term and on such terms and conditions (which may
include concessions, free rent and/or alterations of the Premises) as Landlord,
in its sole discretion, may determine, but Landlord shall not be liable for, nor
shall Tenant's obligations hereunder be diminished by reason of, any failure by
Landlord to relet the Premises or any failure by Landlord to collect any rent
due upon such reletting.
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22. Services and Utilities. Landlord shall provide the following listed services
and utilities, namely:
(a) heating, ventilation, and air conditioning ("HVAC") for the Premises
during "Normal Business Hours" (as defined below) to maintain temperatures for
comfortable use and occupancy;
(b) electric energy in accordance with Section 23 following;
(c) automatic passenger elevators providing adequate service leading to
the floor on which the Premises are located;
(d) evening, unescorted janitorial services to the Premises including
removal of trash;
(e) hot and cold water sufficient for drinking, lavatory toilet and
ordinary cleaning purposes from fixtures either within the Premises (if provided
pursuant to this Lease) or on the floor on which the Premises are located;
(f) replacement of lighting tubes, lamp ballasts and bulbs;
(g) extermination and pest control when and if necessary; and
(h) maintenance of Common Areas in a manner comparable to other first
class suburban office buildings in the Baltimore-Washington corridor.
Notwithstanding the foregoing, if at any time during the Term and any
extension or renewal thereof, Landlord shall, after reasonable investigation
determine that trash and similar waste generated by Tenant and/or emanating from
the Premises is in excess of that of other standard office tenants within the
Building leasing a premises of the same or similar size to that of the Premises,
Landlord shall ▇▇▇▇ Tenant and Tenant shall pay to Landlord as additional rent
hereunder within thirty (30) days of the date of Landlord's invoice for the
same, those costs and expenses of trash removal which are reasonably
attributable to such excess trash and similar waste generated by Tenant and/or
emanating from the Premises. "Normal Business Hours" as used herein is defined
from 8:00 a.m. to 6:00 p.m. on business days and from 8:00 a.m. to 1:00 p.m. on
Saturdays. Landlord shall have no responsibility to provide any services under
(a) above except during Normal Business Hours unless arrangements for
after-hours services have been made pursuant to terms and conditions acceptable
to Landlord and embodied in a separate written agreement between Landlord and
Tenant. Landlord reserves the right to stop service of the HVAC, elevator,
plumbing and electric systems, when necessary, by reason of accident, or
emergency, or for repairs, alterations, replacements, or improvements, which in
the judgment of Landlord are desirable or necessary to be made, until said
repairs, alterations, replacements, or improvements shall have been completed.
Landlord shall have no responsibility or liability for failure to supply HVAC,
elevator, plumbing, cleaning, and electric service, during said period or when
prevented from so doing by laws, orders, or regulations of any Federal, State,
County or Municipal authority or by strikes, accidents or by any other cause
whatsoever beyond Landlord's control. Landlord's obligations to supply HVAC are
subject to applicable laws and regulations as to energy conservation and other
such restrictions. In the event that Tenant should require supplemental HVAC for
the Premises, any maintenance repair and/or replacement required for such
supplemental service shall be performed by Landlord but the cost of such
maintenance repair and/or replacement (including labor and materials) shall be
paid by Tenant as additional rent.
23. Electric Current. Throughout the Term Landlord shall furnish Tenant without
additional charge during Normal Business Hours (as defined in Section 22) a
reasonable amount of electric current at 110 volts ("Normal Usage Amount") for
lighting purposes within the Premises and the powering of a normal amount of
office equipment and appliances. "Normal Usage Amount" is defined for purposes
of this Lease to mean electric power supplied at the rate of three (3) ▇▇▇▇▇ per
square foot of Premises. In this regard Tenant agrees as follows:
14
(1) If Landlord reasonably determines based upon engineering studies of
electrical load consumed that Tenant is materially exceeding the Normal Usage
Amount Tenant shall pay to Landlord such amounts as additional rent as will
equitably reimburse Landlord for the cost of the extra electric power so
consumed by Tenant;
(2) If Tenant desires to operate its business in the Premises at other
than normal business hours it shall pay for same at rates mutually agreed upon
by separate agreement between the parties, it being understood that Landlord
shall have no obligation to supply Normal Usage Amount to Tenant for after hours
usage until such a mutual agreement is reached;
(3) If Tenant shall desire to place and install in the Premises electric
equipment or appliances other than normal and typical to general office usage it
shall pay for such installations including any additional electric lines and
facilities required and shall pay for the electric power used in such equipment
if same exceeds Normal Usage Amount.
24. Telephone. Landlord has arranged for the installation of telephone service
within the Building. Tenant shall be responsible for contacting the utility
company supplying said telephone service and arranging to have such telephone
facilities as it may desire to be extended and put into operation in the
Premises. Tenant acknowledges and agrees that all telephone and
telecommunications services desired by Tenant shall be ordered and utilized at
the sole expense of Tenant. All costs related to installation and the provision
of such service shall be borne and paid for directly by Tenant.
In the event Tenant wishes to utilize the services of a telephone or
telecommunications provider whose equipment is not servicing the Building at
such time Tenant wishes to install its telecommunications equipment serving the
Premises ("Provider"), no such Provider shall be permitted to install its lines
or other equipment without first securing the prior written consent of Landlord,
which consent shall not be unreasonably withheld. Prior to the commencement of
any work in or about the Building by the Provider, the Provider shall agree to
abide by such rules and regulations, job site rules, and such other requirements
as reasonably determined by Landlord to be necessary to protect the interest of
the Building and Property, the other tenants and occupants of the Building and
Landlord, including, without limitation, providing security in such form and
amount as reasonable determined by Landlord. Each Provider must be duly
licensed, insured and reputable. Landlord shall incur no expense whatsoever with
respect to any aspect of Provider's provision of its services, including without
limitation, the costs of installation, materials and service.
25. Acceptance of Premises. Tenant shall have reasonable opportunity, provided
it does not thereby interfere with Landlord's work, to examine the Premises to
determine the condition thereof. Upon taking possession of the Premises, Tenant
shall be deemed to have accepted same as being satisfactory and in the condition
called for hereunder, except for latent defects and punch list items previously
noted to Landlord.
26. Inability to Perform. This Lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on the
part of Tenant to be performed shall in no way be affected, impaired or excused
because Landlord is unable to fulfill any of its obligations under this Lease or
to supply, or is delayed in supplying, any service to be supplied by it under
the terms of this Lease or is unable to make, or is delayed in making any
repairs, additions, alterations, or decorations or is unable to supply, or is
delayed in supplying, any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of strikes or labor troubles or any outside
cause whatsoever including, but not limited to, governmental preemption in
connection with a National Emergency, or by reason of any rule, order or
regulation of any department or subdivision of any government agency or by
reason of the conditions of supply and demand which have been or are affected by
war or other emergency. Similarly, Landlord shall not be liable for any
interference with any services supplied to Tenant by others if such interference
is caused by any of the reasons listed in this Section 26. Nothing contained in
this Section 26 shall be deemed to impose any obligation on Landlord not
expressly imposed by other sections of this Lease.
15
27. No Waivers. The failure of Landlord to insist, in any one or more instances,
upon a strict performance of any of the covenants of this Lease, or to exercise
any option herein contained, shall not be construed as a waiver, or a
relinquishment for the future, of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by Landlord of rent,
with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach, and no waiver by Landlord of any provision hereof shall
be deemed to have been made unless expressed in writing and signed by Landlord.
28. Access to Premises and Change in Services. Landlord shall have the right,
without abatement of rent, to enter the Premises at any hour to examine the
same, or to make such repairs and alterations as Landlord shall deem necessary
for the safety and preservation of the Building, and also to exhibit the
Premises to be let; provided, however, that except in the case of emergency such
entry shall only be after notice first given to Tenant. If, during the last
month of the Lease Term, Tenant shall have removed all or substantially all of
Tenant's property therefrom, Landlord may immediately enter and alter, renovate
and redecorate the Premises, without elimination or abatement of rent, or
incurring liability to Tenant for any compensation, and such acts shall have no
effect upon this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Landlord any obligation, responsibility or liability
whatsoever, for the care, supervision or repair, of the Building or any part
thereof, other than as herein elsewhere expressly provided. Landlord shall also
have the right at any time, without the same constituting an actual or
constructive eviction and without incurring any liability to Tenant therefor, to
change the arrangement and/or location of entrances or passageways, doors and
doorways, and corridors, stairs, toilets, elevators, or other public parts of
the Building, and to change the name by which the Building is commonly known
and/or its mailing address.
29. Estoppel Certificates. Tenant agrees at any time and from time to time upon
not less than ten (10) days' prior notice by Landlord to execute, acknowledge
and deliver to Landlord a statement in writing certifying that this Lease is
unmodified and in full force (or if there have been modifications, that the same
is in full force and effect as modified and stating the modifications) and the
dates to which the rent and other charges have been paid in advance, if any, and
stating whether or not to the best knowledge of the signer of such certificate
Landlord is in default in performance of any covenant, agreement or condition
contained in this Lease and, if so, specifying each such default of which the
signer may have knowledge, it being intended that any such statement delivered
hereunder may be relied upon by third parties not a party to this Lease. Tenant
agrees to execute the Estoppel Certificate substantially in the form attached
hereto as Exhibit "D" upon acceptance of the Premises.
30. Subordination. Tenant accepts this Lease, and the tenancy created hereunder,
subject and subordinate to any mortgages, overleases, leasehold mortgages or
other security interests now or hereafter a lien upon or affecting the Building
or the Property or any part thereof. Tenant shall, at any time hereafter, on
request, execute any instruments or leases or other documents that may be
reasonably required by any mortgage or mortgagee or overlandlord (herein a
"Mortgagee") for the purpose of subjecting or subordinating this Lease and the
tenancy created hereunder to the lien of any such mortgage or mortgages or
underlying lease, and the failure of Tenant to execute any such instruments,
releases or documents shall constitute a default hereunder.
31. Attornment. Tenant agrees that upon any termination of Landlord's interest
in the Premises, Tenant shall, upon request, attorn to the person or
organization then holding title to the reversion of the Premises (the
"Successor") and to all subsequent Successors, and shall pay to the Successor
all of the rents and other monies required to be paid by Tenant hereunder and
perform all of the other terms, covenants, conditions and obligations in this
Lease contained; provided, however, that if in connection with such attornment
Tenant shall so request from such Successor in writing, such Successor shall
execute and deliver to Tenant an instrument wherein such Successor agrees that
as long as Tenant performs all of the terms, covenants and conditions of this
Lease, on Tenant's part to be performed, Tenant's possession under the
provisions of this Lease shall not be disturbed by such Successor.
16
32. Notices. All notices, demands and requests required under this Lease shall
be in writing. All such notices, demands and requests shall be deemed to have
been properly given if either sent by United States registered or certified
mail, or overnight by any nationally recognized overnight delivery service,
postage prepaid, addressed (i) if to Landlord at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with copies sent to ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esquire,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or (ii) if to Tenant
at the Premises, with a copy to Constellation Properties, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: General Counsel. Any party
may designate a change of address by written notice to the above parties, given
at least ten (10) days before such change of address is to become effective.
33. Relocation. Landlord reserves the right at any time prior to the
Commencement Date or during the Lease Term upon sixty (60) days' prior written
notice to relocate Tenant within the Building provided: (1) that Tenant approves
the location and size of the new premises and (2) Landlord pays all reasonable
moving costs and relocation costs incurred by Tenant in connection with such
move, including, without limitation, costs of reprinting a reasonable amount of
stationery, reconnecting computers and telecommunication equipment. If Landlord
exercises this right, the written notice to Tenant shall include a drawing
showing the size and location of the new premises. If Tenant approves the new
location, the parties shall execute an amendment to this Lease which will
specify the change in premises, but this Lease shall in no other respect be
amended and the rent payable hereunder shall not ▇▇▇▇▇ except for the period
actually involved in the moving of Tenant. If Tenant does not send Landlord
written notice of its disapproval of the proposed relocation within said sixty
(60) day period, Tenant shall be conclusively presumed to have approved the
same. If Tenant shall send a notice disapproving the proposed relocation during
said sixty (60) day period, then Landlord, at its option, may (i) rescind the
notice of relocation (in which event this Lease shall continue to the same
extent as if no such notice had been sent), or (ii) terminate this Lease upon
sixty (60) days' written notice (in which event the rights of the parties shall
be the same as if the Lease had terminated by expiration of the Lease Term).
Landlord shall make its election within ten (10) days following the first said
sixty (60) day period and shall give Tenant written notice thereof specifying
its election.
34. Tenant's Space. Attached hereto as Exhibit "C" is a copy of Landlord's
"Tenant Improvements," specifying the materials and manner in which, at
Landlord's expense, Landlord shall finish the Premises. Landlord shall cause all
work necessary to complete the Premises in accordance with Exhibit "C" to be
completed on or before the Commencement Date. All costs incurred for work and
material, other than as described in "Tenant Improvements" shall be paid by
Tenant immediately upon demand by Landlord. The cost of such work shall include
all costs of labor and materials incurred by Landlord in the performance of such
work, plus ten percent (10%) for overhead and ten percent (10%) for profit. At
Tenant's request, Landlord shall fully cooperate with Tenant to establish such
costs or estimates thereof in advance of performing the work.
35. Quiet Enjoyment. Tenant, upon the payment of rent and the performance of all
the terms of this Lease, shall at all times during the Lease Term and during any
extension or renewal term peaceably and quietly enjoy the Premises without any
disturbance from Landlord or any other person claiming through Landlord.
36. Vacation of Premises. Tenant shall vacate the Premises at the end of the
Term of this Lease or any extension or renewal thereof. If Tenant fails to
vacate at such time there shall be payable to Landlord an amount equal to double
the monthly rent stated in paragraph 5 for each month or part of a month that
Tenant holds over, plus all other payments provided for herein, and the payment
and acceptance of such payments shall not constitute an extension or renewal of
this Lease. In event of any such holdover, Landlord shall also be entitled to
all remedies provided by law for the speedy eviction of tenants, and to the
payment of all attorneys' fees and expenses incurred in connection therewith.
37. Partners' Liability. It is understood that the Owner of the Building is a
Maryland Limited Partnership. All obligations of said Owner hereunder are
limited to the net assets of the Owner from time to time. No General or Limited
Partner of Owner, or of any successor partnership, whether now
17
or hereafter a partner, shall have any personal responsibility or liability for
the obligations of Owner hereunder.
38. Separability. If any term or 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 term or
provision of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
39. Indemnification. Except for claims or damages resulting from Landlord's
gross negligence, Tenant shall indemnify and hold harmless Landlord and all of
its and their respective partners, directors, officers, agents and employees
from any and all liability, loss, cost or expense arising from all third-party
claims resulting from or in connection with:
(i) the conduct or management of the Premises or of any business therein,
or any work or thing whatsoever done, or any condition created in or about the
Premises during the Term of this Lease or during the period of time, if any,
prior to the Commencement Date that Tenant may have been given access to the
Premises;
(ii) any act, omission or negligence of Tenant or any of its subtenants or
licensees or its or their partners, directors, officers, agents, employees,
invitees or contractors;
(iii) any accident, injury or damage whatever occurring in, at or upon the
Premises; and
(iv) any breach or default by Tenant in the full and prompt payment and
performance of Tenant's obligations under this Lease;
together with all costs and expenses reasonably incurred or paid in connection
with each such claim or action or proceeding brought thereon, including, without
limitation, all reasonable attorney's fees and expenses.
In case any action or proceeding is brought against Landlord and/or any of
its and their respective partners, directors, officers, agents or employees and
such claim is a claim from which Tenant is obligated to indemnify Landlord
pursuant to this Section 39, Tenant, upon notice from Landlord shall resist and
defend such action or proceeding (by counsel reasonably satisfactory to
Landlord). The obligations of Tenant under this Section shall survive
termination of this Lease.
40. Captions. All headings anywhere contained in this Lease are intended for
convenience or reference only and are not to be deemed or taken as a summary of
the provisions to which they pertain or as a construction thereof.
41. Brokers. Tenant represents that Tenant has not dealt directly or indirectly
with any broker in connection with this Lease, and Tenant warrants that no
broker negotiated this Lease or is entitled to any commissions in connection
with this Lease.
42. Recordation. Tenant covenants that it shall not, without Landlord's prior
written consent, record this Lease or any memorandum of this Lease or offer this
Lease or any memorandum of this Lease for recordation. If at any time Landlord
or any mortgagee of Landlord's interest in the Premises shall require the
recordation of this Lease or any memorandum of this Lease, such recordation
shall be at Landlord's expense. If at any time Tenant shall require the
recordation of this Lease or any memorandum of this Lease, such recordation
shall be at Tenant's expense. If the recordation of this Lease or any memorandum
of this Lease shall be required by any valid governmental order, or if any
government authority having jurisdiction in the matter shall assess and be
entitled to collect transfer taxes or documentary stamp taxes, or both transfer
taxes and documentary stamp taxes on this Lease or any memorandum of this Lease,
Tenant shall execute such acknowledgments as may be necessary to effect such
recordations and pay, upon request of
18
Landlord, one half of all recording fees, transfer taxes and documentary stamp
taxes payable on, or in connection with this Lease or any memorandum of this
Lease or such recordation.
43. Successors and Assigns. The covenants, conditions and agreements contained
in this Lease shall bind and inure to the benefit of Landlord and Tenant, and
their respective heirs, personal representatives, successors and assigns
(subject, however, to the terms of Article 19 hereof).
44. Integration of Agreements. This writing is intended by the Parties as a
final expression of their agreement and is a complete and exclusive statement of
its terms, and all negotiations, considerations and representations between the
Parties are incorporated. No course of prior dealings between the Parties or
their affiliates shall be relevant or admissible to supplement, explain, or vary
any of the terms of this Lease. Acceptance of, or acquiescence to, a course of
performance rendered under this Lease or any prior agreement between the Parties
or their affiliates shall not be relevant or admissible to determine the meaning
of any of the terms or covenants of this Lease. Other than as specifically set
forth in this Lease, no representations, understandings, or agreements have been
made or relied upon in the making of this Lease.
45. Hazardous Material; Indemnity. Tenant shall not cause or permit any
Hazardous Material (as hereinafter defined) to be brought upon, kept, or used in
or about the Premises by Tenant, its agents, employees, contractors or invitees,
without the prior written consent of Landlord (which Landlord shall not
unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable
satisfaction that such Hazardous Material is necessary or useful to Tenant's
business and shall be used, kept and stored in a manner that complies with all
laws regulating any such Hazardous Material so brought upon or used or kept in
or about the Premises). If Tenant breaches the obligations stated in the
preceding sentence, or if the presence of Hazardous Material on the Premises
caused or permitted by Tenant results in contamination of the Premises, the
Building and/or the Property, or if contamination of the Premises, the Building
and/or the Property by Hazardous Material otherwise occurs, for which Tenant is
legally liable to Landlord for damage resulting therefrom, then Tenant shall
indemnify, defend and hold Landlord and its Mortgagee(s) harmless from any and
all claims, judgments, damages, penalties, fines, costs, liabilities or losses
(including, without limitation, diminution in value of the Premises, the
Building and/or the Property, damages for the loss or restriction on use of
rentable or usable space or of any amenity of the Premises, the Building and/or
the Property, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorneys' fees, consultant fees and expert
fees) which arise during or after the Term as a result of such contamination.
This indemnification of Landlord and its Mortgagee(s) by Tenant includes,
without limitation, costs incurred in connection with any investigation of site
conditions or any cleanup, remedial, removal, or restoration work required by
any federal, state or local governmental agency or political subdivision because
of Hazardous Material present in the soil or ground water on or under the
Building. Without limiting the foregoing, if the presence of any Hazardous
Material on the Premises, the Building and/or the Property caused or permitted
by Tenant results in any contamination of the Premises, the Building and/or the
Property, Tenant shall promptly take all actions at its sole expense as are
necessary to return the Premises, the Building and/or the Property to the
condition existing prior to the introduction of any such Hazardous Material to
the Premises, the Building and/or the Property; provided that Landlord's
approval of such actions shall first be obtained, which approval shall not be
unreasonably withheld so long as such actions would not potentially have any
material adverse long-term or short-term effect on the Premises or the Building.
As used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste which is or becomes regulated by any local
governmental authority, the State of Maryland or the United States Government.
The term "Hazardous Material" includes, without limitation, any material or
substance that is (i) defined as a "hazardous substance" under the laws of the
State of Maryland, (ii) petroleum, (iii) asbestos, (iv) designated as a
"hazardous substance" pursuant to Section 311 of the Federal Water Pollution
Control Act (33 U.S.C. Section 1321), (v) defined as a "hazardous waste"
pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (vi) defined as a
"hazardous substance" pursuant to Section 101 of the Comprehensive Environmental
Response, Compensation
19
and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), or
(vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste
Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. Section 6991
et seq.
46. Americans With Disabilities Act. Notwithstanding any other provisions
contained in this Lease and with the purpose of superseding any such provisions
herein that might be construed to the contrary, it is the intent of Landlord and
Tenant that at all times while this Lease shall be in effect that the following
provisions shall be deemed their specific agreement as to how the responsibility
for compliance (and cost) with the Americans With Disabilities Act and
amendments to same ("ADA"), both as to the Premises and the Property, shall be
allocated between them, namely:
46.1 Landlord and Tenant agree to cooperate together in the initial
design, planning and preparation of specifications for construction of the
Premises so that same shall be in compliance with the ADA. Any costs associated
with assuring that the plans and specifications for the construction of the
Premises are in compliance with the ADA shall be borne by the party whose
responsibility it is hereunder to bear the cost of preparation of the plans and
specifications. Similarly those costs incurred in the initial construction of
the Premises so that same are built in compliance with the ADA shall be included
within Tenant's Improvements and handled in the manner as provided for in other
Sections of this Lease.
46.2 Modifications, alterations and/or other changes required to and
within the Common Areas which are not capital in nature shall be the
responsibility of Landlord to perform and the cost of same shall be considered a
part of the Building Expenses and treated as such.
46.3 Modifications, alterations and/or other changes required to and
within the Common Areas which are capital in nature shall be the responsibility
of Landlord and at its cost and expense.
46.4 Modifications, alterations and/or other changes required to and
within the Premises (after the initial construction of same), whether capital in
nature or non-capital in nature, shall be the responsibility of Tenant and at
its cost and expense; unless said changes are structural in nature and result
from the original design of the Building, in which instance they shall be the
responsibility of Landlord and at its cost and expense.
Each party hereto shall indemnify and hold harmless the other party from
any and all liability, loss, cost or expense arising as a result of a party not
fulfilling its obligations as to compliance with the ADA as set forth in this
Section 46.
47. Several Liability. If Tenant shall be one or more individuals, corporations
or other entities, whether or not operating as a partnership or joint venture,
then each such individual, corporation, entity, joint venturer or partner shall
be deemed to be both jointly and severally liable for the payment of the entire
rent and other payments specified herein.
48. Force Majeure. If either party is delayed in performing its obligations
hereunder by events outside the scope of its control, including, without
limitation, weather conditions, war, labor troubles, moratoria, shortage of
supplies (collectively, "Force Majeure Events"), then such party shall notify
the other party in writing within thirty (30) days after the occurrence of the
Force Majeure Event.
20
IN WITNESS WHEREOF, Landlord and Tenant have respectively affixed their
hands and seals to this Lease as of the day and year first above written.
WITNESS OR ATTEST: LANDLORD:
CONSTELLATION REAL ESTATE, INC.,
Agent for Owner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.(SEAL)
------------------------- -------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Sr. Vice President
WITNESS OR ATTEST: TENANT:
CONSTELLATION PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
------------------------- -------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Title: Vice President
-----------------------
STATE OF MARYLAND, ▇▇▇▇▇▇ County, TO WIT:
I HEREBY CERTIFY, that on this 3rd day of August, 1998, before me, the
undersigned Notary Public of said State, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇. who acknowledged himself to be the Vice President of CONSTELLATION REAL
ESTATE, INC., a Maryland corporation, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same on behalf of said corporation for the
purposes therein contained as the duly authorized Vice President of said
corporation by signing the name of the corporation by himself as such Vice
President.
WITNESS my hand and Notarial Seal.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
Notary Public
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
My Commission Expires: NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires August 21, 2000
STATE OF MARYLAND, County of Harford, TO WIT:
I HEREBY CERTIFY, that on this 31st day of July, 1998, before me, the
undersigned Notary Public of said State, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged himself to be the Vice President of
CONSTELLATION PROPERTIES, INC., a Maryland corporation, and that he, as such
Vice President, being authorized so to do, executed the foregoing instrument on
behalf of said Corporation by himself as such Vice President.
WITNESS my hand and Notarial Seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------
Notary Public
My Commission Expires: May 1, 2000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Notary Public
Harford County
State of Maryland
My Commission Expires May 1, 2000
21
EXHIBIT "A"
to Agreement of Lease by and between
Constellation Real Estate, Inc., Agent for Owner, Landlord
and Constellation Properties, Inc., Tenant
FLOOR PLAN
[SHOWER AREA - THREE CENTRE PARK]
[FLOOR PLAN OMITTED]
EXHIBIT "A"
to Agreement of Lease by and between
Constellation Real Estate, Inc., Agent for Owner, Landlord
and Constellation Properties, Inc., Tenant
FLOOR PLAN
[FIRST FLOOR - THREE CENTRE PARK]
[FLOOR PLAN OMITTED]
EXHIBIT "B"
to Agreement of Lease by and between
Constellation Real Estate, Inc., Agent for Owner, Landlord
and Constellation Properties, Inc., Tenant
RULES AND REGULATIONS
To the extent that any of the following Rules and Regulations, or any
Rules and Regulations subsequently enacted conflict with the provisions of the
Lease, the provisions of the Lease shall control.
1. Tenant shall not obstruct or permit its agents, clerks or servants to
obstruct, in any way, the sidewalks, entry passages, corridors, halls, stairways
or elevators of the Building, or use the same in any other way than as a means
of passage to and from the offices of Tenant; bring in, store, test or use any
materials in the Building which could cause a fire or an explosion or produce
any fumes or vapor; make or permit any improper noises in the Building; smoke in
the elevators; throw substances of any kind out of the windows or doors, or down
the passages of the Building, in the halls or passageways; sit on or place
anything upon the window ▇▇▇▇▇; or clean the windows.
2. Waterclosets and urinals shall not be used for any purpose other than
those for which they were constructed; and no sweepings, rubbish, ashes,
newspaper or any other substances of any kind shall be thrown into them. Waste
and excessive or unusual use of electricity or water is prohibited.
3. Tenant shall not (i) obstruct the windows, doors, partitions and lights
that reflect or admit light into the halls or other places in the Building, or
(ii) inscribe, paint, affix, or otherwise display signs, advertisements or
notices in, on, upon or behind any windows or on any door, partition or other
part of the interior or exterior of the Building without the prior written
consent of Landlord which shall not be unreasonably withheld. If such consent be
given by Landlord, any such sign, advertisement, or notice shall be inscribed,
painted or affixed by Landlord, or a company approved by Landlord, but the cost
of the same shall be charged to and be paid by Tenant, and Tenant agrees to pay
the same promptly, on demand.
4. No contract of any kind with any supplier of towels, water, ice, toilet
articles, waxing, rug shampooing, venetian blind washing, furniture polishing,
lamp servicing, cleaning of electrical fixtures, removal of waste paper, rubbish
or garbage, or other like service shall be entered into by Tenant, nor shall any
vending machine of any kind be installed in the Building, without the prior
written consent of Landlord, which consent of Landlord shall not be unreasonably
withheld.
5. When electric wiring of any kind is introduced, it must be connected as
directed by Landlord, and no stringing or cutting of wires shall be allowed,
except with the prior written consent of Landlord which shall not be
unreasonably withheld, and shall be done only by contractors approved by
Landlord. The number and location of telephones, telegraph instruments, electric
appliances, call boxes, etc., shall be subject to Landlord's approval. No
tenants shall lay linoleum or other similar floor covering so that the same
shall be in direct contact with the floor of the Premises; and if linoleum or
other similar floor covering is desired to be used, an interlining of builder's
deadening felt shall be first affixed to the floor by a paste or other material,
the use of cement or other similar adhesive material being expressly prohibited.
6. No additional lock or locks shall be placed by Tenant on any door in
the Building, without prior written consent of Landlord. Two keys will be
furnished Tenant by Landlord; two additional keys will be supplied to Tenant by
Landlord, upon request, without charge; any additional keys requested by Tenant
shall be paid for by Tenant. Tenant, its agents and employees, shall not have
any duplicate keys made and shall not change any locks. All keys to doors and
washrooms shall be
Exhibit "B"-Page 1
returned to Landlord at the termination of the tenancy, and in the event of any
loss of any keys furnished, Tenant shall pay Landlord the cost thereof.
7. Tenant shall not employ any person or persons other than Landlord's
janitors for the purpose of cleaning the Premises, without prior written consent
of Landlord which shall not be unreasonably withheld. Landlord shall not be
responsible to Tenant for any loss of property from the Premises however
occurring, or for any damage done to the effects of Tenant by such janitors or
any of its employees, or by any other person or any other cause.
8. No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises.
9. Tenant shall not conduct, or permit any other person to conduct, any
auction upon the Premises; manufacture or store goods, wares or merchandise upon
the Premises, without the prior written approval of Landlord, except the storage
of usual supplies and inventory to be used by Tenant in the conduct of its
business; permit the Premises to be used for gambling; make any unusual noises
in the Building; permit to be played any musical instrument in the Premises;
permit to be played any radio, television, recorded or wired music in such a
loud manner as to disturb or annoy other tenants; or permit any unusual odors to
be produced upon the Premises. Tenant shall not permit any portion of the
Premises to be used for the storage, manufacture, or sale of intoxicating
beverages, narcotics, tobacco in any form, or as a ▇▇▇▇▇▇ or manicure shop.
10. No awnings or other projections shall be attached to the outside walls
of the Building. No curtains, 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 which consent shall not be unreasonably
withheld. Such curtains, blinds and shades must be of a quality, type, design,
and color, and attached in a manner reasonably approved by Landlord.
11. Canvassing, soliciting and peddling in the Building are prohibited,
and Tenant shall cooperate to prevent the same.
12. There shall not be used in the Premises or in the Building, either by
Tenant or by others in the delivery or receipt of merchandise, any hand trucks
except those equipped with rubber tires and side guards, and no hand trucks will
be allowed in passenger elevators.
13. Tenant, before closing and leaving its Premises, shall ensure that all
entrance doors to same are locked.
14. Landlord shall have the right to prohibit any advertising by Tenant
which in Landlord's opinion tends to impair the reputation of the Building or
its desirability as a building for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.
15. Landlord hereby reserves to itself any and all rights not granted to
Tenant hereunder, including, but not limited to, the following rights which are
reserved to Landlord for its purposes in operating the Building:
(a) the exclusive right to the use of the name of the Building for all
purposes, except that Tenant may use the name as its business address and
for no other purpose;
(b) the right to change the name or address of the Building, without
incurring any liability to Tenant for so doing;
(c) the right to install and maintain a sign or signs on the exterior of
the Building;
(d) the exclusive right to use or dispose of the use of the roof of the
Building;
(e) the right to limit the space on the directory of the Building to be
allotted to Tenant;
Exhibit "B"-Page 2
(f) the right to grant to anyone the right to conduct any particular
business or undertaking in the Building.
16. As used herein the term "Premises" shall mean and refer to the
"Premises" as defined in Section 1 of the Lease.
17. Tenant shall not operate space heaters or other heating or ventilating
equipment without the express prior written consent of Landlord in each instance
first obtained. Tenant shall not install or operate any electrical equipment,
appliances or lighting fixtures in the Premises which are not listed and labeled
by Underwriter's Laboratories or other testing organization acceptable to
Landlord.
Exhibit "B"-Page 3