Office Building Lease THIS AGREEMENT OF LEASE, made this 19th day of July, 2006, by and between Riderwood Associates Limited Partnership, Owner, acting through its Agent The Greenland Corporation, a Maryland corporation, (Owner and Agent are...
Exhibit 10.15
THIS
AGREEMENT OF LEASE, made this 19th
day of
July,
2006,
by and
between
Riderwood
Associates Limited Partnership,
Owner,
acting through its Agent The
Greenland Corporation,
a
Maryland corporation, (Owner and Agent are hereinafter collectively referred
to
as “Landlord”) and
Bay
National Bank, a Maryland Corporation
(hereinafter
referred to as “Tenant”), witnesseth that the parties hereby agree as
follows:
1. Premises.
Landlord is the owner of The Exchange Office Building (hereinafter referred
to
as the “Building”), an office building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇. Landlord does hereby lease unto Tenant, and Tenant does hereby rent
from Landlord, that portion of the Building on the First
floor
containing an agreed amount of 4,317
square
feet of gross leasable area (hereinafter referred to as the “Leased Premises”)
described on the schedule attached hereto as “Exhibit A”, and made a part
hereof.
2. Term.
This
Lease shall be for a term (the “Lease Term”) of five
years
and two months, to commence on October
1, 2006
and
terminate at midnight on November
30, 2011,
unless
otherwise terminated in accordance with the provisions hereof. Subject to the
provisions of Paragraph 34 below, Tenant’s liability for rent shall begin two
months following said commencement date.
3. Security
Deposit.
Tenant
has this day paid to Landlord the sum of $8,500
to be
held by Landlord as security for the performance by Tenant of all obligations
imposed on Tenant hereunder.
If
Tenant
shall perform all such obligations, said sum shall be refunded to Tenant,
without interest after the Lease Term has ended and the Tenant has fully
performed its obligations hereunder. If Tenant shall default in any such
obligation, Landlord shall be entitled to apply such sum, protanto, toward
Landlord’s damages.
4. Use.
Landlord and Tenant expressly agree that the Leased Premises may be used or
occupied by Tenant solely as an office for general
business use and
for
no other purpose whatsoever. Occupancy by Tenant shall be limited to one person
for each 175 square feet of gross leasable area of the Leased Premises.
5.1 Basic
Annual Rent.
Tenant
shall pay to Landlord during the Lease Term “Basic Annual Rent” of $101,449.50,
payable
in equal monthly installments of $8,454.13,
subject
to an increase at the end of each Lease Year by an amount equal to three percent
(3%) of the Basic Annual Rent for the Lease Year just ending. The monthly
installments shall be increased accordingly.
“Lease
Year” shall mean each twelve month calendar period beginning on the commencement
date of Tenant’s liability for rent under this Lease and each anniversary
thereof. Monthly payments of Basic Annual Rent shall be paid, without any
deductions or set-offs, and without demand and in advance on the first day
of
each and every month in each year during the Lease Term; except that the first
full month’s rent shall be due and payable on a date specified in a written
notice from the Landlord to the Tenant which date shall be not more than 60
days
prior to the date specified in Paragraph 2 above for the commencement of the
Lease Term. If the Lease Term shall commence on a day other than the first
day
of a month, Tenant shall pay a pro rated amount (on a per diem basis) of one
month’s rent for the first calendar month and last calendar month of the Lease
Term.
5.2
Definitions.
For
purposes hereof, the following definitions shall apply:
(a) “Base
Year Taxes” shall be an agreed figure of $1.11*
per
square foot of gross leasable area.
(b) “Base
Year Expenses” shall be an agreed figure of $6.75*
per
square foot of gross leasable area.
(c)
“Building Expenses” shall be all those expenses (computed on a calendar year
basis) paid or incurred by Landlord in connection with the owning, maintaining,
operating, replacing and repairing of the Real Property or any part thereof,
in
a manner deemed reasonable and appropriate by Landlord and shall include,
without limitation, the following:
1. Electricity,
water, sewer and other fuel and utilities.
2. Cleaning,
janitorial service, and trash removal.
3. Maintenance,
repair and replacement of the Real Property or any part thereof including,
but
not limited to, all parts of the Building, and the landscaping, grounds and
paved areas, including the removal of snow, ice and debris therefrom and the
policing and regulating traffic with respect thereto.
4. All
insurance.
5. Personal
property taxes on, and depreciating of, all personal property used in connection
with the Real Property.
6. Repainting
and redecorating.
7. Management
fees, wages, salaries, compensation and subcontract expenses of all persons,
including contractors, engaged in the maintenance, operation, administration,
protection, replacement or repair of the Real Property.
8. Administration
costs, including, but not limited to, legal, accounting and other professional
fees, and office and bookkeeping expenses.
9. Supplies,
equipment, uniforms and sundries, payroll taxes and other personnel
costs.
10. All
other
expenses which would be considered an expense of owning, maintaining, operating
or repairing the Real Property under sound accounting principles.
11. All
assessments of a lot owners association applicable to the Property.
(d) “Taxes”
shall mean all real estate taxes, assessments, metropolitan charges, sewer
rents, and valorem charges, water rates, rents and charges, front foot benefit
charges, and all other government impositions in the nature of any of the
foregoing. 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
(d) 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 the increase of, taxes in the nature of real estate taxes
issued against the Real Property, then the charge to the Landlord resulting
from
such altered method of taxation shall be deemed to be within the definition
of
“Taxes.”
(e) “Real
Property” shall mean the Building, the entire lot upon which the Building is
situated and all fixtures, equipment and other improvements and personal
property in, upon, above, or under said lot and/or Building, and includes
adjacent sidewalks, streets, utilities, and other improvements, as well as
adjacent lawns, landscaping and wooded areas.
5.3 Adjustments
for Taxes.
In the
event that the Taxes levied or assessed against the Real Property for any tax
year which is wholly or partly within the Lease Term divided by the square
feet
of gross leasable area of the Building are greater than the Base Year Taxes,
Tenant shall pay to Landlord, as additional rent during the rental year in
which
such tax increase takes place and during each rental year thereafter (subject
to
further adjustment in the event of other increases in Taxes), the amount of
such
increase times the square feet of gross leasable area of the Leased Premises.
For the purpose of
*
The
Base Year Taxes and Base Year Expenses in Paragraph 5.2 of this Lease will
be
adjusted to the actual Taxes for the tax year beginning July 1, 2006 and
ending
June 30, 2007 and the actual Building Expenses for the expense year beginning
January 1, 2006 and ending December 31, 2006 as soon as those numbers are
available. Note that for the purpose of calculating the Building Expenses
under
this paragraph for the expense year beginning January 1, 2006 and ending
December 31, 2006, the Building Expenses will include the amount budgeted
for
electricity during this period rather than the amount actually spent for
electricity.
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calculating
the adjustment for taxes, it is agreed that the Building contains 89,292 square
feet of gross leasable area. Any additional rent due Landlord under this Section
5.3 shall be due and payable at the time the taxes are due and payable. Landlord
shall submit a written statement to Tenant showing the amount due. For Tenant’s
obligations for such additional rent at the beginning or end of the Lease,
see
Section 5.4(c).
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 Real Property shall be included as an item
of
Taxes for the purpose of computing additional rent due hereunder.
5.4 Adjustment
for Expenses.
(a) In the event that the Building Expenses for any calendar year which is
wholly or partly within the Lease Term divided by the square feet of gross
leasable area of the Building are greater than the Base Year Expenses, Tenant
shall pay to Landlord, as additional rent, the amount of such difference times
the square feet of gross leasable area of the Leased Premises. For purposes
of
calculating the adjustment for expenses, it is agreed that the Building contains
89,292 square feet of gross leasable area. Such additional rent shall be
computed on a year-to-year basis. Any such additional rent shall be due within
thirty (30) days after the Landlord has submitted a written statement to Tenant
showing the amount due, together with a statement showing in reasonable detail
the breakdown of Building Expenses for the calendar year on which the statement
is based. Landlord may, in its discretion, make a reasonable estimate of such
additional rent with respect to any calendar year, and require Tenant to pay
each month during such year 1/12 of such amount, at the time of payment of
monthly installments of basic rent. In such event, Tenant shall pay, or Landlord
shall refund, 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 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.
(b) Prior
to
calculating the Adjustment for Expenses, the Building Expenses for any calendar
year shall be adjusted so as to eliminate any savings arising from vacant space.
In addition, if Landlord shall reduce or eliminate the payment of any wages
or
other labor costs, costs of supplies, costs of utilities, costs of energy,
costs
of subcontract services, or any other Building Expenses as a result of the
installation of labor saving devices or through installation of new capital
improvements or by any other means, then in computing the additional rent
payable under §5.4(a) the corresponding item or items of such wages or other
costs saved, shall be deducted from the Base Year Expenses; for example, if
any
manually operated machine is converted to automatic operation, as the employment
of each machine operator is terminated, the wages and other costs applicable
to
such operator shall be deducted from the Base Year Expenses. Or, if new capital
equipment is installed during the Lease Term resulting in utility cost savings,
the twelve month savings in cost resulting from such installation, as reasonably
computed by Landlord, will be deducted from the Base Year Expenses.
(c) Tenant’s
obligation to pay any additional rent accruing during the Lease Term pursuant
to
Section 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 Leased Premises or if
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 references thereto and recites that such additional rent is abated
in consideration of the superseding lease.
5.5 Payments.
All
payments or installments of any rent (including additional rent) hereunder
and
all sums whatsoever due under this Lease, shall be paid to Landlord at the
address designated by Landlord, and if not paid when due, shall be subject
to a
late charge equal to 5% of the amount of the late payment 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. If an attorney
is
employed to enforce Landlord’s rights under this Lease, Tenant shall pay all
fees and expenses of such attorney. Time is of the essence in this
Lease.
6. Requirements
of Law.
Tenant,
at its sole cost and expense, shall comply promptly with all statutes, laws,
ordinances, orders, regulations and requirements of the Federal, State and
Local
governments and any and all of their Departments and Bureaus, and of the Board
of Fire Underwriters applicable to Tenant’s use of the Leased Premises, for the
correction, prevention and abatement of nuisances or violations in, upon or
connected with the Leased Premises during the Lease Term and for the prevention
of fires; provided, however, that Landlord shall have the right, at the expense
of the Tenant, to make all structural changes and correct all structural defects
in the Building necessary to comply with requirements of law applicable to
the
Tenant’s use of the Leased Premises, and make all repairs, changes and
alterations required by Tenant’s use of the Leased Premises and the Tenant,
promptly upon the written request of the Landlord, shall deposit with the
Landlord, prior to the commencement of such work, the cost thereof as estimated
by the Landlord.
7. Certificate
of Occupancy.
Tenant
will not use or occupy the Leased 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 Leased 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 Leased Premises. If thereafter the governmental authority asserting
such
violation threatens, commences or continues criminal or civil proceedings
against Landlord for 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-Statue,
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 will not
subject either the Landlord or the Leased Premises or the Real 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.
Tenant
shall not make any alterations, decorations, installations, additions or
improvements to the Leased 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
unreasonably withheld or delayed and
then
only by contractors or mechanics
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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. All
alterations, decorations, installations, additions or improvements made by
either of the parties hereto upon the Leased Premises, except movable office
furniture put in at the expense of Tenant, shall be the property of Landlord
and
shall remain upon and be surrendered with the Leased Premises at the termination
of this Lease without molestation or injury, or, if the Landlord shall so
request, be removed prior to the termination of the Lease at the Tenant’s
expense and the Leased Premises restored to their condition at the commencement
of the term of this Lease.
Tenant
acknowledges that part of the Leased Premises is visible from the public areas
of the Building and/or from the entries to the Building (“Visible Space”).
Tenant agrees that its use, furnishing, decorating, and displays in the Visible
Space shall be subject to the advance written approval of Landlord, which
approval shall not be unreasonably withheld or delayed. In addition, Tenant
agrees to maintain the appearance of the Visible Space in a professional and
attractive manner at all times. Landlord shall have the right to take such
actions as it deems necessary in its opinion to assure that the views of the
Visible Space will not degrade the appearance of the Building.
10. Condition
of Premises.
Tenant
will, during the Lease Term, keep the Leased Premises and the improvements
and
appurtenances therein in good repair, order and condition, and at the expiration
of the Lease Term, or at the sooner termination of this Lease as herein
provided, deliver up the same in the same good repair, order and condition
as at
the beginning of the tenancy, reasonable wear and tear excepted, and Tenant
shall remove all of its property therefrom prior to such termination. Tenant
will pay for all damage to the Building, its fixtures and appurtenances, as
well
as all damages sustained by other tenants or occupants of the Building due
to
any waste, misuse or neglect of the Leased Premises, its fixtures and
appurtenances, by Tenant, its employees or any other person or persons upon
the
Leased Premises by Tenant’s permission. Tenant shall not place a load upon any
floor of the Leased Premises exceeding the floor load per square foot area
which
such floor was designed to carry and which may be allowed by law. Landlord
reserves the right to prescribe the weight and position of all safes, telephone
switchboards, if any, which in the opinion of Landlord may be required under
the
circumstances, such reinforcing to be at Tenant’s expense. Business machines and
mechanical equipment, if approved by Landlord in a separate written agreement
between Landlord and Tenant, shall be placed and maintained by Tenant, or at
Tenant’s expense, in settings sufficient in Landlord’s judgment to absorb and
prevent vibration, noise, or annoyance and Tenant shall, at its expense, take
such steps as Landlord may direct to remedy any such condition. 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, alterations, additions or improvements in or to any portion of the
Real
Property or Leased Premises, or in or to fixtures, appurtenances or equipment
thereof, and no liability upon Landlord for failure of Landlord or others to
make any repairs, alterations, additions or improvements in or to any portion
of
the Building or of Leased Premises, or in or to the fixtures, appurtenances
or
equipment thereof, and the foregoing shall not be construed to mean that
Landlord has any such obligations.
11. Conduct
on Premises.
Tenants
shall not do, or permit anything to be done in the Leased Premises or on the
Real Property, or bring or keep anything therein which will, 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 the Landlord or the 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 the laws,
rules or regulations of any Federal, State or Municipal authority, or the
Maryland Fire Underwriters Rating Bureau. The Tenant agrees to save harmless
the
Landlord from any liability arising from injury to person or damage to property
in, on or about the Leased Premises whether occasioned by any act or omission
of
Tenant, or Tenant’s customers, employees, visitors, or invitees. 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 consequent of
negligence or carelessness or the willful action 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 the
Landlord for the collection of rent provided to be paid pursuant to the terms
of
this Lease.
12. Insurance.
Tenant
hereby agrees to keep in full force and effect a policy of public liability
and
property damage insurance, naming Landlord as an additional insured, with
respect to the Leased Premises and the business of Tenant in, or within, from
or
connected with the Leased Premises, pursuant to which the limits of public
liability shall be such amount as Landlord shall require but not less than
$500,000 per person and $1,000,000 per occurrence, and in which the limit of
liability for damage to property shall be not less than $50,000. The policy
shall contain a clause that the insurer will not cancel or change the insurance
without first giving Landlord thirty (30) days prior written notice. The
insurance shall be carried with an insurance company approved by Landlord,
and a
certificate of insurance shall be delivered to Landlord at the inception of
each
policy and renewal thereof.
13. Rules
and Regulations.
Tenant
agrees to 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. 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. 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 Leased 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 Leased
Premises, or any part thereof, purporting to be for labor or material furnished
or to be furnished to Tenant. Landlord may, at its option (but without being
obliged to do so), discharge any such mechanics’ lien not discharged by Tenant
within such ten (10) day period, and Tenant, upon demand, shall reimburse
Landlord for any such expense incurred by Landlord. Any monies expended by
Landlord, as aforesaid, shall be deemed additional rent, collectible as such
by
Landlord. Landlord shall not be liable for any labor or material furnished
or to
be furnished to Tenant upon credit, and no mechanics’ or other lien for labor or
material shall attach to or effect the reversionary or other estate or interest
of Landlord in and to the Leased Premises, or the Real Property.
15. Tenant’s
Failure to Repair.
In the
event that Tenant fails, after fifteen (15) days written notice from Landlord,
to keep the Leased Premises in a good state of condition and repair, or if
such
repairs require more than fifteen (15) days to complete, to commence and to
diligently continue to make such repairs,
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), enter upon the Leased 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
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upon
demand, Tenant shall reimburse Landlord for any such expense incurred by
Landlord. Any monies 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 shall not be liable for any damage to property placed in the custody
of
its employees, nor for the loss of any property by theft or otherwise. Landlord
shall not be liable for damage or injury to person or property unless notice
in
writing of any defect (which Landlord has under the terms of this Lease the
duty
to correct) alleged to have caused such damage or injury shall have been given
a
sufficient time before the occurrence of such damage or injury reasonably to
have enabled Landlord to correct such defect, and even then only if such damage
or injury is due to Landlord’s negligence; nor shall Landlord or its agent be
liable for interference with the light, air, or other incorporeal hereditaments,
nor shall Landlord be liable for any latent defect in the Building or its
equipment. Tenant shall reimburse Landlord as additional rent for all expenses,
damages or fines incurred or suffered by Landlord by reason of any breach,
violation or nonperformance by Tenant, or Tenant’s employees, agents or
visitors, of any covenant or provision of this Lease, or by reason of damage
or
injury to persons or property caused by moving property of or for Tenant in
and/or out of the Building, or by the installation or removal of furniture
or
other property of or for Tenant, or by reason of or arising out of the occupancy
or use by Tenant of the Leased Premises or of the Real Property, or any part
of
either thereof, or from any other cause due to the carelessness, negligence
or
improper conduct of Tenant or Tenant’s contractors, servants, employees, agents
or invitees. Tenant shall not move any safe, heavy machines, heavy equipment,
freight, bulky matter or fixtures into or out of the Building without Landlord’s
prior written consent. If such safe, machines, equipment, freight, bulky matter
or fixtures require special handling, Tenant agrees to employ only persons
holding a proper license to do said work, and that all work in connection
therewith shall comply with any applicable Federal, State, County or other
governing laws, rules or regulations. Notwithstanding said consent of Landlord,
Tenant shall indemnify Landlord for and hold Landlord harmless and free from
damages or injuries sustained by person or property and for any damages or
monies paid out by Landlord in settlement of any claims or judgments, as well
as
for all expenses and attorney’s fees, incurred in connection therewith and all
costs incurred in repairing any damage to the Building or
appurtenances. Nothing
herein shall be deemed to indemnify Landlord against, or exculpate Landlord
from, its negligence or willful misconduct.
17. Destruction-Fire
or Other Casualty.
In the
case of partial damage to the Leased Premises by fire or other casualty, Tenant
shall give immediate notice thereof to Landlord, who shall thereupon cause
damage to all property owned by Landlord to be repaired with reasonable speed
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 “labor troubles”
or any other cause beyond Landlord’s control, and this Lease shall remain in
full force and effect, except that to the extent that the Leased Premises are
rendered untenantable the rent shall proportionately ▇▇▇▇▇, provided the damage
above mentioned occurred without the fault or neglect of Tenant, Tenant’s
servants, employees, agents, or visitors. But if such 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 at Tenant’s expense and 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 it for office building use 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 Leased 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.
18. Eminent
Domain.
If the
whole or any material part of the Leased Premises shall be acquired or condemned
by Eminent Domain for any public or quasi-public use or purpose, then and in
that event the term of this Lease shall cease and terminate from the date of
title vesting in such proceedings. In the event all or any portion of the Real
Property shall
be
acquired or condemned by Eminent Domain, Tenant shall have no claim against
Landlord or against the total award for the value of any unexpired portion
of
the Lease Term or otherwise. However, Tenant shall be entitled to any award
which may be made to it, provided that such award does not diminish or reduce
the amount of the award which would otherwise be payable to the Landlord,
successor to Landlord, or the holder of any mortgage or other security interest
on all or any part of the Real Property. If the Lease shall cease and terminate
the rent shall be adjusted as of
the date
of any such termination of this Lease.
19. Assignment.
Tenant
covenants and agrees that the Leased Premises shall be used and occupied by
Tenant only, for the purpose above mentioned, in a careful, safe and proper
manner. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representatives, successors and assigns, expressly covenants that it
shall
not assign, mortgage or encumber this Lease, nor underlet, or use or permit
the
Leased Premises or any part thereof to be used by others. Any attempted
assignment or sublease shall be of no legal force and effect and any payment
made by any such assignee and any sub-rent payable by any such subtenant shall
belong to the Landlord and shall be payable as additional rent under this Lease.
The right of the Landlord to such payments and sub-rents shall be in addition
to
any other rights or remedies the Landlord may have against the Tenant arising
from the Tenant’s breach of its obligations under this Lease. The acceptance of
an assignee, undertenant or occupant as tenant, shall not constitute a release
of Tenant from the further observance and performance by Tenant of the covenants
herein contained, and any assignee of the Tenant shall, by its acceptance of
such assignment be deemed to have covenanted and agreed with the Landlord to
be
jointly and severally personally liable with the Tenant for the performance
by
the Tenant of the covenants herein contained to the same extent as if such
assignee were an original party to this Lease. Any levy or sale in execution
or
any assignment or sale in bankruptcy, or insolvency, or the appointment of
a
Receiver by a State or Federal Court shall be deemed an assignment with the
meaning of this Section 19.
Tenant
shall have the right to assign or sublet to its parent, subsidiary or affiliated
companies, provided that the premises are used in accordance with paragraph
4 of
the Lease and that Tenant shall remain liable for all obligations. See
Rider
19.
20. Insolvency.
In the
event that at the time of the execution of this Lease, or at any time thereafter
until the termination thereof, a petition in bankruptcy shall be filed by or
against Tenant or Tenant shall be adjudicated as bankrupt or insolvent, or
a
receiver or trustee shall be appointed of all or of a portion of Tenant’s
property, or Tenant shall make an assignment for the benefit of creditors,
or
Tenant voluntarily or involuntarily takes advantage of any debtor relief
proceedings under present or future law, or if Tenant’s effects shall be levied
upon or attached upon process against Tenant then, and in any of said events,
this Lease, at the option of Landlord, may be canceled and terminated, within
fifteen (15) days after the happening of any one or more of such events comes
to
the attention of Landlord, by giving notice in writing to Tenant by registered
mail addressed to Tenant at the address herein set forth. In such event, neither
Tenant nor any person claiming through or under Tenant or by virtue of any
statute or
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order
of
any court shall be entitled to possession or to remain in possession of the
Leased Premises, but Tenant or any such person or persons shall forthwith quit
and surrender possession thereof, and Landlord, in addition to any other rights
or remedies which it may have by reason of any provisions of this Lease, or
any
statute or rule of law, may retain as liquidated damages any rent, security,
deposit or money received by it from Tenant or from others in behalf of
Tenant.
21. Default.
Tenant
covenants that if any one or more of the rents hereby stipulated to be paid
shall at any time during the continuancy of any tenancy created, or to arise
in
pursuance of this Lease, be more than five (5) days in arrears, or if Tenant
shall default in performing or otherwise breach any of the covenants, conditions
and agreements herein contained, other than the provision requiring the payment
of rent, or if Tenant shall fail to move into or take possession of the Leased
Premises within thirty (30) days after commencement of the Lease Term, then
the
Tenant’s right to the further possession of the Leased Premises shall terminate
and the said Landlord shall become and be entitled to immediate possession
of
the Leased Premises, provided Landlord shall so elect, but not otherwise.
Landlord shall thereupon immediately have the full right of re-entry upon Leased
Premises, by force or otherwise, if permitted by the applicable law now or
then
in force, and that without formal notice or demand, and without liability of
any
kind; and also the right, but not the obligation, to re-let the Leased 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-letting shall be for such
duration (which may extend beyond the unexpired balance of the Lease Term)
and
on such other 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 costs, fees and commissions and reasonable costs
of renovating the Leased Premises), shall be applied upon the 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 Leased
Premises. Such re-entry by the Landlord and any such re-letting shall not
operate as a termination of this Lease unless Landlord shall so elect, nor
as a
waiver or postponement of any right of Landlord against Tenant. Landlord shall
have the further right, in the event of the Tenant’s default as aforesaid, and
irrespective of whether the Landlord shall have elected to terminate the
Tenant’s right to the further possession of the Leased Premises, to declare the
entire rent for the unexpired portion of the Lease Term to be immediately due
and payable and to collect the same by any manner not inconsistent with
applicable law. Mention in this Lease of any particular remedy shall not
preclude Landlord from any other remedy, in law or in equity. To the extent
permitted by law, Tenant hereby consents to summary proceedings in connection
with the Landlord’s re-entry of the Leased Premises, and expressly waives any
and all rights of redemption, granted by or under any present or future laws
in
the event of Tenant being evicted or dispossessed for any cause, or in the
event
of Landlord obtaining possession of the Leased Premises, by reason of the
violation by Tenant of any of the covenants and conditions of this Lease, or
otherwise.
22. Elevators,
Heat, Cleaning.
Subject
to the provisions of Section 5.4 hereof, as long as Tenant is not in default
under any of the covenants of this Lease, Landlord shall, if and insofar as
existing facilities permit: (a) provide necessary elevator service on business
days from 8:00 A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to 1:00 P.M.
(herein called “normal business hours”); (b) furnish heat or air conditioning to
the Leased Premises, when and as required during normal business hours; (c)
cause the Leased Premises to be kept clean, provided the same are kept in order
by Tenant. Landlord shall have no responsibility to provide any services under
(a) or (b) above except during normal business hours. After hours services
shall
be provided at the expense of the Tenant and shall be made pursuant to terms
and
conditions acceptable to Landlord and embodied in a separate written agreement
between Landlord and Tenant. Additional janitorial service beyond that required
for normal office use shall likewise be at the expense of the Tenant and
pursuant to terms, conditions and costs established by the Landlord in its
sole
discretion. Landlord reserves the right to stop service of the heating, air
conditioning, 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 heat, air conditioning, elevator, plumbing, cleaning, and electric
service, during said period or when prevented from so doing by laws, order,
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 heat and air conditioning are subject to
applicable laws and regulations as to energy conservation and other such
restrictions.
23. Electric
Current.
Subject
to provisions of Section 5.4 hereof, Landlord will furnish Tenant throughout
the
Lease Term a reasonable amount of electric current at 110 volts for lighting
purposes and for small items of office equipment such as dictating machines,
typewriters, and copying machines. Landlord shall be under no obligation to
furnish electric power at any hours other than normal business hours, or for
the
operation of any other electrical equipment or appliance, unless arrangements
for such after-hours operations, or for the installation of such electrical
equipment or appliance, shall have been made pursuant to terms and conditions
acceptable to Landlord and embodied in a separate written agreement between
Landlord and Tenant. In the event the Tenant uses electrical services, in excess
of that required for normal office use or during periods other than normal
business hours or both, then such excess services shall be supplied at the
expense of Tenant, pursuant to terms, conditions and costs established by the
Landlord in its sole discretion.
24. Fees
and Expenses.
If
Tenant shall default in the observance or performance or any term of covenant
on
Tenant’s part to be observed or performed under or by virtue of any of the terms
or provisions in this Lease, Landlord may immediately, or at any time thereafter
and without notice, perform the same for the account of Tenant, and if Landlord
makes any expenditures or incurs any obligations for the payment of money in
connection therewith including, but not limited to, attorney’s fees in
instituting, prosecuting or defending any action or proceeding, such sums paid
or obligations incurred with interest and costs shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Landlord within five (5) days
of
rendition of any ▇▇▇▇ or statement to Tenant therefor.
25. Several
Liability.
If the
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.
26. Acceptance
of Leased Premises.
Tenant
shall examine the Leased Premises prior to taking possession thereof, and shall
represent in writing to Landlord prior to taking possession if in any respect
the Leased Premises are not in good order and repair, Tenant shall not occupy
the Leased Premises before the Leased Premises comply with all requirements
of
Tenant and all obligations of Landlord with respect to the condition, order
and
repair thereof. Tenant’s occupancy of the Leased Premises shall constitute
acceptance thereof as complying with all requirements of Tenant and obligations
of Landlord with respect to the condition, order and repair
thereof.
27. 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
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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 any outside cause whatsoever
including, but not limited to, injunction, court order or decree, strikes or
labor troubles, 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 27. Nothing contained in this Section 27 shall be deemed to impose
any
obligation on Landlord not expressly imposed by other sections of this
Lease.
28. 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.
29. Access
to Premises and Change in Services.
Landlord shall have the right, without abatement of rent, to enter the Leased
Premises on reasonable notice to Tenant, except for emergencies, 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 Leased
Premises to be let. If, during the last month of the term, Tenant shall have
removed all or substantially all of Tenant’s property therefrom, Landlord may
immediately enter and alter, renovate and redecorate the Leased 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 of Tenant therefor, to change the arrangement and/or
location of entrances or passageways, doors and doorways, and corridors, stairs,
or any other public parts of the Building, and to change the name by which
the
Building is commonly known and/or its mailing address.
30. Estoppel
Certificates.
Tenant
agrees at any time and from time to time upon not less than ten (10) days’ prior
notice by Landlord or the holder of any mortgage or security interest in all
or
any part of the Real Property to execute, acknowledge and deliver to Landlord
or
such holder, as the case may be, a statement in writing in such form as Landlord
or the holder of any mortgage or security interest in all or any part of the
Real Property may require, certifying among other things (i) whether the Tenant
is in possession of the Leased Premises and conducting business with the public
therefrom and specifying the date of the commencement of such possession, (ii)
whether all required contributions by Landlord to Tenant, or by Tenant to
Landlord, as the case may be, on account of improvements to the Leased Premises
have been made, (iii) the amount of any security deposit paid by Tenant, (iv)
the actual date of commencement and termination of the Lease Term, (v) 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 the 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.
31. Subordination.
Tenant
accepts this Lease, and the tenancy created hereunder, subject and subordinate
to any first mortgage or other first security interest now or hereafter a lien
upon or affecting the Real Property or any part thereof. Tenant shall, at any
time hereafter, on request, execute any instruments or leases or other documents
that may be required by any holder of a first mortgage or other first security
interest or by Landlord for the purpose of subjecting or subordinating this
Lease and the tenancy created hereunder to the lien of any such first mortgage
or first security interest, and the failure of Tenant to execute any such
instruments, releases or documents shall constitute a default
hereunder. See
Rider
31.
Tenant
acknowledges the right of the holder of any first mortgage or other first
security interest in all or any part of the Real Property to subordinate its
first mortgage or other first security interest either in whole or in part
to
this Lease. Tenant agrees at any time and from time to time, upon not less
than
five (5) days notice to execute, acknowledge and deliver to such holder the
Tenant’s agreement to such a subordination in such form as such holder may
require. Without limiting the generality of the foregoing, the form of
subordination of the first mortgage or other first security interest may provide
that it does not affect, is not applicable to, and expressly excludes the
following: (i) the prior right, claim and lien of the first mortgage or first
security interest in, to and upon any award or other compensation heretofore
or
hereafter to be made for any taking by eminent domain of any part of the Real
Property, and to the right of disposition thereof in accordance with the
provisions of the first mortgage or first security interest; (ii) the prior
right, claim and lien of the first mortgage or first security interest in,
to
and upon any proceeds payable under all policies of fire and rent insurance
upon
the Real Property, or any part thereof, and as to the right of disposition
thereof in accordance with the terms, of the first mortgage or first security
interest; and (iii) any lien, right, power or interest, if any, which may have
arisen or intervened in the period between the recording of the first mortgage
of first security interest and the execution of this Lease, or any lien or
judgment which may arise at any time under the terms of this Lease.
32. Attornment.
Tenant
agrees that upon any termination of Landlord’s interest in the Leased Premises,
Tenant will, upon request, attorn to the person or organization then holding
title to the reversion of the Leased Premises (the “Successor”) and to all
subsequent Successors, and will pay to the Successor all of the rents and other
monies required to be paid by the Tenant hereunder and perform all of the other
terms, covenants, conditions and obligations in this Lease
contained.
33. 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 sent by United States registered or certified mail, postage prepaid,
addressed (i) if to the Landlord at The Greenland Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or (ii) if to Tenant at the Leased
Premises.
Any
party
may designate a change of address by written notice to the above parties, given
at least 10 days before such change of address is to become
effective.
Notices,
demands and requests which shall be served by registered or certified mail
in
the manner aforesaid shall be deemed sufficiently served or given for all
purposes hereunder at the time such notice, demand or request shall be mailed
by
United States mail as aforesaid in any Post Office or Branch Post Office
regularly maintained by the United States Postal Service.
34. Possession.
If the
Landlord is unable to give the Tenant possession of the Leased Premises on
the
date specified in paragraph 2 above for the commencement of the Lease
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Term,
by
reason of the fact that the Building has not been sufficiently completed to
make
the Leased Premises ready for occupancy, or the improvements to the Leased
Premises specified in Paragraph 43 below have not been sufficiently completed,
or a prior tenant has held over beyond the term of its lease, or for any other
reason, this Lease shall remain in full force and effect and the Landlord shall
not be subject to any liability for failure to give possession on that date.
However, except in the case of a delay due to the Tenant, no rent shall be
payable during any such period of inability to give possession and the date
for
the commencement of the Lease Term (the “Commencement Date”), instead of being
the date specified in paragraph 2 above, shall be and become the date which
is
the earlier of (a) the date the Leased Premises are occupied by the Tenant
or
(b) 15 days following the date the Landlord shall mail or deliver to the Tenant
a certificate stating that the Leased Premises are ready for occupancy. In
the
event the Commencement Date is postponed pursuant to this Paragraph 34 the
date
for the termination of the Lease Term (the “Termination Date”) specified in
paragraph 2 above shall also be postponed for a like number of days, it being
understood that the term of this Lease shall be for the number of years
specified in paragraph 2 above. In the event of any dispute as to when the
Leased Premises are ready for occupancy the decision of the Landlord’s
representatives shall be final. In the event that for any reason the Leased
Premises are not ready for occupancy within sixty (60) days from the date for
the commencement of the Lease Term specified in paragraph 2 above, then the
Landlord and the Tenant shall each have the right to terminate this Lease upon
written notice to the other party unless the failure to have the Leased Premises
ready for occupancy is by reason of the Tenant’s failure to comply with the
terms of this Lease in which event the Lease shall remain in full force and
effect unless the Landlord shall elect to terminate the same. The Landlord’s
right to elect to terminate this Lease pursuant to the last clause of the
preceding sentence shall be in addition to any other rights or remedies the
Landlord may have against the Tenant arising from the Tenant’s breach of its
obligations under this Lease. In the event this Lease shall terminate pursuant
to the election of the Landlord or the Tenant, the Tenant shall promptly
reimburse the Landlord for the cost of all improvements installed in the Leased
Premises at the Landlord’s expense pursuant to the provisions of paragraph 43
below.
If
permission is given to Tenant to enter into the possession of the Leased
Premises prior to the date for the commencement of the Lease Term specified
in
paragraph 2 above, Tenant covenants and agrees that such occupancy shall be
deemed to be under all the terms, covenants, conditions and provisions of this
Lease, including the payment of rent, and the termination date shall remain
the
same date specified in paragraph 2 above.
35. 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 1½ times 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.
36. Partners’
Liability.
It is
understood that the Owner is a Maryland partnership. All obligations of the
Owner hereunder are limited to the net assets of the Owner from time to time.
No
General or Limited Partner of the Owner, or of any successor partnership,
whether now or hereafter a partner, shall have any personal responsibility
for
the obligations of Landlord hereunder. The Tenant acknowledges that The
Greenland Corporation is acting only as Agent for the Owner and that The
Greenland Corporation shall have no liability to perform any of the obligations
imposed upon the Landlord by the terms of this Lease.
37. 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 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.
38. Captions.
All
headings anywhere contained in this Lease are intended for convenience of
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.
39. Brokers.
Tenant
represents that Tenant has dealt directly with, and only with, Colliers
▇▇▇▇▇▇▇ and Mac Kenzie Commercial Real Estate Services, LLC as broker in
connection with this Lease, and that insofar as Tenant knows, no other broker
negotiated this Lease or is entitled to any commissions in connection with
it.
40. Recordation.
Tenant
covenants that it will not record this Lease or offer this Lease for
recordation. If at any time Landlord or any mortgagee of Landlord’s interest in
the Leased Premises shall require the recordation of this Lease, such
recordation shall be at Landlord’s expense. If at any time Tenant shall require
the recordation of this Lease, such recordation shall be at Tenant’s expense. If
the recordation of this Lease shall be required by any valid governmental order,
or if any governmental 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, Tenant will execute
such acknowledgments as may be necessary to effect such recordation, and pay,
upon request of Landlord, all recording fees, transfer taxes and documentary
stamp taxes payable on, or in connection with this Lease or such
recordation.
41.
Intentionally
deleted
42. 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,
distributees, executors, administrators, successors and, except as otherwise
provided in this Lease, their assigns. In the event the Landlord or any
successor Landlord shall convey the Real Property, the Landlord shall, upon
such
conveyance, be released from all further liabilities and obligations of the
Landlord under this Lease and such further liabilities shall thereupon become
binding upon the new owner of the Real Property.
43. Improvements
to Leased Premises.
Tenant
agrees to accept the Leased Premises in the condition existing on the date
of
this Lease. Any improvements or modifications to the Leased Premises shall
be
subject to the approval of the Landlord, shall be designed in accordance with
Landlord’s then existing standard specifications and policies, shall be
installed by the Landlord and shall be the property of the Landlord. All costs
of such improvements and/or modifications shall be paid by the Tenant. Tenant
will furnish to Landlord its final requirements and full payment for the
estimated cost of same not later than sixty (60) days prior to the date
specified in Paragraph 2 above for the commencement of the Lease Term. Within
5
days after Landlord’s submission of final drawings and conditions, Tenant shall
approve same in writing. Notwithstanding anything in this Lease to the contrary,
should the Tenant request changes to the improvements or modifications to the
Leased Premises after its submission of its final requirements or should the
Tenant fail to comply with any requirement by the date stated or within the
time
specified, any delay in completing the improvements and/or modifications shall
not in any manner affect the date for the commencement of the Lease Term or
Tenant’s liability for the payment of rent beginning on such date.
In
the
event Tenant’s plans specify any non-building standard improvements the
inquiring, pricing, delivering and/or installing of, which precludes Landlord
from completing the Leased Premises for Tenant’s occupancy by what would
otherwise be the date for the commencement of the Lease Term, or any work to
be
performed by Tenant’s contractors’ delay Tenant’s occupancy by what would
otherwise be the date for the commencement of the Lease
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Term,
Tenant shall nevertheless remain liable for the payment of rent from such date.
Landlord shall insure that all improvements installed by Landlord in the Leased
Premises comply with governing statutes, laws and ordinances, etc. See Rider
43.
44. Modification.
It is
understood and agreed that the terms of this Lease shall be modified, if so
required, for the purpose of complying with or fulfilling the requirements
of
any party secured under any mortgage or deed of trust or ground lease now or
hereafter of record with respect to the Real Property or any part thereof
provided that such modification shall not be in substantial derogation or
diminution of any of the rights of the Tenant hereto, nor substantially increase
any of the obligations or liabilities of the Tenant. Failure of Tenant to
execute any such modification within fifteen (15) days after written request
will constitute a material default hereunder.
45. Hazardous
Materials.
Tenant
shall not (either with or without negligence) cause or permit the escape,
disposal or release of any biologically or chemically active or other hazardous
substances, or materials. Tenant shall not allow the storage or use of such
substances or materials in any manner not sanctioned by law or by the highest
standards prevailing in the industry for the storage and use of such substances
or materials, nor allow to be brought into the Project any such materials or
substances except to use in the ordinary course of Tenant’s business, and then
only after written notice is given to Landlord of the identity of such
substances or materials. Without limitation, hazardous substances and materials
shall include those described in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
et
seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
6901 et seq., any applicable state or local laws and the regulations adopted
under these acts. If any lender or governmental agency shall ever require
testing to ascertain whether or not there has been any release of hazardous
materials, then the reasonable costs thereof shall be reimbursed by Tenant
to
Landlord upon demand as additional charges if such requirement applies to the
Premises. In addition, Tenant shall execute affidavits, representations and
the
like from time to time at Landlord’s request concerning Tenant’s best knowledge
and belief regarding the presence of hazardous substances or materials on the
Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere
provided in this lease from any release of hazardous materials on the Premises
occurring while Tenant is in possession, or elsewhere if caused by Tenant or
persons acting under Tenant. The within covenants shall survive the expiration
or earlier termination of the lease term. See Rider 46 & Rider
47.
IN
WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this
Lease as of the day and year first above written.
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WITNESS:
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THE
GREENLAND CORPORATION
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As
Agent for Riderwood Associates Limited
Partnership
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/s/▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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By:
/s/▇▇▇▇▇▇▇
▇▇▇▇▇
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(SEAL)
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Landlord
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ATTEST
OR WITNESS FOR TENANT:
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Bay
National Bank
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/s/▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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By:
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(SEAL)
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Tenant
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Page
8
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RIDER
19
The
Landlord will not unreasonably withhold its consent to an assignment of this
Lease or an underlease of all or any portion of the Leased Premises. In the
event of any dispute between the Landlord and Tenant as to whether or not the
Landlord has unreasonably withheld its consent to any assignment or
underletting, the Tenant’s sole remedy shall be to seek specific performance,
and the issue of whether or not the Landlord shall be required to give consent
shall be promptly submitted to binding arbitration by the then President of
the
Baltimore-Washington Chapter of the National Association of Industrial and
Office Parks or an arbitrator appointed by him. Should the Landlord give its
consent to any assignment or underlease or should such consent be required
by
the decision of the arbitrator, to the extent any rentals or other payments
payable by the assignee or the underlessee are in excess of the rental payable
under this Lease for the portion of the Leased Premises so assigned or underlet,
one-half of such excess shall be paid to the Landlord as additional rent under
this Lease. In no event shall the Landlord be required to give its consent
to
any assignment or underlease which provides for rental or other payments for
use, occupancy or utilization of the Leased Premises or any portion thereof
based in whole or in part on the net income or profit derived by any person
from
the property so underleased, used, occupied or utilized, and any such purported
assignment or underlease shall be absolutely void and ineffective as a
conveyance of any right or interest in the possession, use, occupancy or
utilization of the Leased Premises or any part thereof. In the event the consent
of the holder of any mortgage or other security interest on all or any part
of
the Real Property shall be required to any assignment of this Lease or to any
underlease, then in no event shall the Landlord be required to give its consent
if the holder of any such mortgage or other security interest shall fail or
refuse to give its consent thereto. The Tenant agrees to reimburse the Landlord
for all costs incurred by the Landlord relating to the subleasing including,
but
not limited to, charges of The Greenland Corporation for management services,
legal fees and architectural and engineering fees.
Initials:
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/s/MS__________________
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_/s/MAS_______________________
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Landlord
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Tenant
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Page
1
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Office
Building Lease - Rider 19
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RIDER
31
Non-Disturbance.
This Lease shall include a Lease Subordination, Non-Disturbance and Attornment
Agreement subject to the approval of the Holder of any first mortgage or other
security interest on all or any part of the Real Property and on such forms
as
such Holder may require.
Initials:
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/s/MS__________________
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_/s/MAS_______________________
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Landlord
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Tenant
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Page
1
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Office
Building Lease - Rider 31
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RIDER
43
Prior
to
October 1, 2006, assuming all plans and specifications for the Leased Premises
are agreed to by both parties in a timely manner and assuming all finishes
are
available in a timely manner, Landlord will make improvements to the Leased
Premises in accordance with Exhibit C attached hereto or improvements similar
thereto. Said improvements shall be installed in accordance with Landlord’s
standard materials, specifications and policies for tenant improvements and
shall not include the furniture and office equipment shown on Exhibit “C”, any
telephone wiring or equipment, or any data wiring or equipment. Landlord
reserves the right to make changes to the work if Landlord deems necessary
as
the result of existing field conditions, requirements of any governmental
agencies, or sound engineering practices.
Landlord
will advance $51,804.00
to pay
for the cost of these improvements and Tenant will reimburse Landlord with
monthly payments of $1,075.37
from
December
1, 2006,
through
November
30, 2011.
The
$1,075.37
per
month reimbursement is included
in the
$8,454.13
monthly
rent set forth in Paragraph 5.1 of the Lease and is not
in
addition thereto.
Except
as
modified by this rider, Paragraph 43 of the Lease remains unmodified and in
full
force and effect.
INITIALS:
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/s/MS__________________
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_/s/MAS_______________________
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Landlord
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Tenant
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Page
1
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Office
Building Lease - Rider 43
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RIDER
46
Renewal.
Tenant shall have the right to renew this Lease for one additional term of
five
years. Written notice of the Tenant’s election to renew this Lease must be given
at least 6 months, but not more than 9 months, prior to the termination date
of
the original Lease Term. The renewal term shall be subject to all of the
covenants and agreements of this Lease except for this option to renew and
except that the Basic Annual Rent payable for the first Lease Year of the
renewal term shall be equal to the greater of (i) Twelve times the Basic Annual
Rent payable during the last
month of
the first
Lease
Year of the original
term of
this Lease (in which case the amount of the Base Year Taxes and Base Year
Expenses throughout the renewal term shall remain as specified in paragraph
5.2
of this Lease and the Basic Annual Rent shall be subject to an increase at
the
end of each Lease Year by the percentage increase specified in paragraph 5.1
of
this Lease) or (ii) the Basic Annual Rent at which similar space within the
Building is or would be offered for lease to a renewing tenant for a similar
term on the date the Tenant’s written notice of its election to renew is
received by the Landlord (in which case the Base Year Taxes, Base Year Expenses
and annual increase in Basic Annual Rent shall all be the same as is or would
be
offered to that renewing tenant.)
Upon
the request of the tenant, the Landlord shall repaint the painted surfaces
in
the suite and shampoo the carpet in the suite, all at a time convenient to
the
tenant any time after the notice of the Tenant’s election to renew this Lease
has been received by Landlord.
INITIALS:
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/s/MS__________________
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_/s/MAS_______________________
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Landlord
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Tenant
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Page
1
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Office
Building Lease - Rider 46
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RIDER
47
Right
of First Refusal for Added Space:
After
the next leasing thereof to third parties, should any of the leasable area
on
the south wing of the first floor become available for lease, and should the
Tenant in Possession be unwilling to lease the same, Landlord shall notify
Tenant and Tenant shall have the right to add such space (“Added Space”), in its
entirety only, to this Lease under all the terms and conditions of this Lease
except that the Basic Annual Rent for the Added Space shall be equal to the
Basic Annual Rent that space within the Building similar to the Added Space
is
being or would be offered for lease on the date of the Landlord’s notice to
Tenant of the availability of the Added Space. For purposes of this paragraph,
a
Tenant in Possession shall be any tenant under an existing lease for the Added
Space, or any assignee or underlessee thereof. Landlord shall notify Tenant
of
the availability of the Added Space prior to the later of (i) 30 days after
the
time the landlord is notified that the Tenant in Possession does not want to
the
continue its possession or (ii) 4 months prior to the termination of the
possession of the Tenant in Possession. The Tenant’s right to lease the Added
Space shall expire unless the Tenant gives written notice to the Landlord
exercising its right within 15 days of the date of the Landlord’s notice to the
Tenant of the availability of the Added Space.
Initials:
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/s/MS__________________
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_/s/MAS_______________________
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Landlord
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Tenant
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Page
1
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Office
Building Lease - Rider 47
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EXHIBIT
“A”
The
Exchange Office Building
First
Floor
4,317
Square Feet Gross Leasable Area
3,834
Square Feet Net Usable Area
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Page
1
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Office
Building Lease - Exhibit A
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EXHIBIT
“B”
RULES
AND REGULATIONS
November
1, 1990
1. Parking
and the access drives thereto are provided solely as an accommodation to tenants
on a non-exclusive basis. The use of the parking areas and drives shall be
at
the vehicle owner’s sole risk. Tenant (a) will observe all parking and traffic
regulations promulgated from time to time by the Landlord, (b) will park only
properly tagged and functioning motor vehicles in the parking areas and will
not
permit or maintain any commercial vehicles, trucks, trailers, campers or boats
in or about the Real Property, and (c) will not permit the use of the parking
areas for the washing, storage or repair of any motor vehicle. Landlord shall
have the right to have any non-complying vehicle towed away and stored at
Tenant’s risk and expense. Tenant does hereby further irrevocably constitute and
appoint Landlord as its attorney in fact to remove any vehicle parked in
violation of said rules and regulations, and to store the same at the expense
of
the Tenant in such place or places as Landlord, as its sole discretion, may
deem
proper.
2. Tenants
may not place any objects on the exterior of the building, the grounds or in
the
common use areas of the building. Tenants may not place any object on the Leased
Premises which can be seen from the grounds or the common use areas. Tenant
may
not remove the standard building venetian blinds or visually obstruct same
as
seen from the outside of the Building.
3. The
sidewalks, ramps, lobbies, passages, elevators and stairways shall not be
obstructed by the Tenant or used by the Tenant for any purpose other than
ingress and egress from and to the Tenant’s Leased Premises. The Landlord shall
in all cases retain the right to control or prevent access thereto by any person
whose presence, in the Landlord’s judgment, would be prejudicial to the safety,
peace, character or reputation of the Real Property or of any tenant
thereof.
4. No
bicycles, motor scooters or any other type of vehicle shall be brought into
the
Building.
5. All
deliveries of furniture, equipment and supplies shall be made under the
direction and control of the Landlord and shall be approved in advance by the
Landlord. All such deliveries shall be made via routes and in accordance with
elevator regulations established by Landlord. Tenant shall protect the Building
and the elevator during the movement of all such furniture, equipment and
supplies and shall pay the reasonable cost of repairing such damages to
same.
6. Tenant
will not make any changes, modifications or alterations to the Leased Premises
without the written permission of the Landlord. Tenant will make no changes
or
tie-ins to the Building’s mechanical, electrical or phone systems without the
approval of the Landlord as to type of equipment, manner of tie-in and
contractor performing the work.
7. Tenant
shall use the building equipment only for the uses intended. Tenant agrees
not
to misuse or overload the building equipment.
8. Tenant
shall not enter the mechanical, electrical, telephone, janitor or maintenance
rooms or interfere with any mechanical, electrical or maintenance
equipment.
9. Tenant
shall not place any signs or advertising or notices anywhere on the Real
Property. Landlord shall have the right to prohibit any advertising by Tenant
which in Landlord’s opinion tends to impair the reputation of the Real Property
or its desirability. Upon written notice from Landlord, Tenant shall refrain
from or discontinue such advertising.
10. Tenant
shall not do anything which will interfere with the rights of other tenants
or
in any way injure or annoy them or those having business with them.
11. Tenant
agrees not to change the locks on the doors to the Leased Premises or to install
additional locks, chains or other fasteners. Upon termination of the tenancy,
all keys to the Leased Premises will be returned to the Landlord.
12. Tenant
agrees not to use, install and/or operate equipment or machinery which produces
music, sound vibration or other noise which is audible beyond the Leased
Premises.
13. Tenant
agrees not to possess, store or test materials which could cause fire or
explosion or produce fumes, vapor or odors.
14. Landlord
shall not be responsible to Tenant for any loss of property from the Leased
Premises or for any damage done to the effects of Tenant by any of its
employees, by janitors, or by any other person or any other cause.
15. Tenant
will not permit any vending machines or other food services on the Leased
Premises.
16. No
birds,
fish or other animals may be brought on to the Real Property at any
time.
17. Canvassing,
soliciting, and peddling on the Real Property are prohibited, and Tenant shall
cooperate to prevent the same.
18. The
use
of any room within the Building as sleeping quarters is absolutely
prohibited.
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Page
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Office
Building Lease - Exhibit B
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19. Landlord
may from time to time promulgate rules with respect to the security of the
Building. Tenant agrees (a) to observe these rules and regulations and (b)
to
make certain that the Building is secure when entering or leaving the Building
at times other than “normal business hours.” At the end of each business day,
the Tenant shall see that the doors to the Leased Premises are securely locked
and that all lights and all standard office equipment within the Leased Premises
are turned off.
20. 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 use 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;
(f) The
right
to grant anyone the right to conduct any particular business or undertaking
in
the Building.
21. Tenant
agrees to keep the Leased Premises in a neat, good and sanitary condition and
to
place garbage, trash, rubbish and all other disposables only where Landlord
directs.
22. To
the
extent the Tenant has the right to use private open space areas, roadways and
other common facilities adjacent to or near the Property, Tenant will so use
only as intended and will abide by any rules and regulations pertaining to
the
use thereof, which may be in effect from time to time.
23. Failure
of the Landlord to insist upon a strict compliance with any of these rules
and
regulations or to exercise any option herein contained shall not be construed
as
a waiver of such rule, regulation or option and all such rules, regulations
and
options shall remain in full force and effect. Nothing in these Rules and
Regulations shall give any Tenant any right or claim against the Landlord or
any
other person if the Landlord does not enforce any of them against any other
tenant or person (whether or not the Landlord has the right to enforce them
against such tenant or person), and no such non-enforcement with respect to
any
tenant shall constitute a waiver of the right to enforce them as to the Tenant
or any other tenant or person.
As
used in all of the above Rules and Regulations, the term
“Tenant”
shall
include the employees, guests and invitees of the Tenant.
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Page
2
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Office
Building Lease - Exhibit B
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EXHIBIT
“C”
The
Exchange Office Building
Suite
100
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Page
1
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Office
Building Lease - Exhibit C
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