AGREEMENT OF LEASE Exhibit
10.3
THIS AGREEMENT OF LEASE (this "Lease"), made this 22nd day of
November, 1995,
by and between BRIT LIMITED PARTNERSHIP, A Mary1and Limited
Partnership (herein
called "Landlord") and TSI TelSys, INC., a Maryland Corporation
(herein called
"Tenant").
WITNESSETH:
1. Premises. Landlord is the owner of a development of office
buildings (the
"Complex) including the building designated on the attached
Exhibit "A" as
Building "C" (herein called the "Building") which Complex is on a
lot located
at Parcels M-7, M-8, M-9 and Lot S-12, Columbia Gateway, Columbia,
Maryland and
more fully described by metes and bounds on Exhibit "B" hereto.
Landlord does
hereby demise and let unto Tenant and Tenant does hereby lease and
take from
Landlord, for the term and upon the terms, covenants, conditions
and provisions
set forth herein, that portion of the Building constituting 15,008
sq. ft. ,
identified as 7100 Columbia Gateway Drive, Columbia, Maryland
21046 - Building
"C", Suite 150 (all of which is herein called the "Premises"),
together with
the right, in common with the other occupants of the Building and
the Complex,
to use the driveway, sidewalks and loading and parking areas on
the Complex (to
the extent not restricted pursuant to the provisions of other
leases). The
total number of leasable square feet constituting the Premises
shall be
referred to herein as the "Total Square Feet". Further, the Total
Square Feet
shall be adjusted as necessary to reflect any changes to the
Premises by
expansion or any other event affecting the area of the Premises.
Tenant hereby
accepts the tenant improvements in the premises in "As IS"
condition and as
complying with all obligations of Landlord with respect to the
condition,
order, and repair thereof. Landlord warrants that on February 4,
1993 the
Premises were in compliance with all local, state and federal
codes, i.e., The
Americans with Disabilities Act. The Landlord makes no warranties
with respect
to compliance subsequent to that date.
2. Term.
(a) The term of this lease shall commence upon the later of
December 1, 1995
or occupancy by Tenant, but in no event later than January 31,
1996 (herein
called the "Commencement Date").
(b) Unless sooner terminated in accordance with the terms hereof
or extended
as hereinafter provided, the term of this lease shall end ten (10)
years
following the Commencement Date without the necessity for notice
from either
party to the other (the date of the termination of this Lease,
whether upon
termination of the original term or any subsequent term hereof, or
upon
termination for any other reason hereunder is herein called the
"Expiration
Date"). Notwithstanding the above to the contrary, Tenant shall
have the option
to terminate this Lease on the expiration of five (5) full years
from the
Commencement Date. For Tenant to exercise this termination option,
Tenant shall
give Landlord nine (9) months written notice prior to the
expiration of the
fifth (5th) complete year of the Lease. Simultaneously with the
delivery of
this notice, Tenant shall pay to Landlord a cancellation fee equal
to $59,900
plus the unamortized portion of any improvements made by Landlord
on behalf of
Tenant in connection with the exercise of Tenant's right to first
offer on two
(2) spaces adjacent to the Premises.
(c) If Tenant continues to occupy the Premises after the
Expiration Date
whether or not after obtaining Landlord's express, written consent
thereto:
(i) such occupancy shall (unless the parties hereto otherwise
agree in
writing) be deemed to be under a month-to-month tenancy, which
shall continue
until either party hereto notifies the other in writing, by at
least thirty
(30) days before the end of any calendar month, that the notifying
party elects
to terminate such tenancy at the end of such calendar month, in
which event
such tenancy shall so terminate; and
(ii) such month-to-month tenancy shall be upon the same terms and
subject to
the same conditions as those set forth in the provisions of this
Lease except
that the base monthly rent may be increased to double the base
monthly rent in
effect immediately prior to the expiration date.
(d) Subsequent to the execution of this Lease by Landlord and
Tenant and
prior to the Commencement Date, Tenant and agents, employees and
contractors of
Tenant shall have the right to enter onto the Premises to commence
certain
improvements to be paid for by Tenant (i.e., cabling). Tenant
shall give
Landlord 24 hours' notice of such entry and Tenant shall provide
Landlord with
evidence that Tenant, its employees, agents and/or contractors
have obtained
any insurance that may reasonably be required by Landlord.
3. Comp1etion of Premises. N/A.
4. Use of Premises/Limitation of Competitors: Tenant shall use
the Premises
solely for the purpose of the operation of an electronics, design,
manufacturing and sales business and related uses in the ordinary
course of
Tenant's business (including general offices) (the "Permitted
Use"), and the
Premises shall not be used or occupied in whole or in part for any
other
purpose, without the written consent of the Landlord. The Landlord
agrees that
during the term of this Lease (including all extensions hereof) it
shall not
lease space in the Complex to any entity conducting a business
competitive with
the Permitted Use of the Tenant. For purposes of the foregoing, an
"entity
conducting a business competitive with the Permitted Use of the
Tenant shall
mean and include only those entities whose business is made up of
in excess of
ten percent (10%) by operations competitive with the Permitted
Use.
5. Rent.
(a) Tenant shall pay as base rent an annual amount each year as
set forth
below.
Year 1: $95,639 (8.50 x 15,008)
(initial 9 months at $7,083.33;
months 10-12 at $10,630.67)
Year 2: $131,470 (8.76 x 15,008)
Year 3 $135,222 (9.01 x 15,008)
Year 4: $139,274 (9.28 x 15,008)
Year 5: $143,476 (9.56 x 15,008)
Year 6: $147,829 (9.85 x 15,008)
Year 7: $152,331 (10.15 x 15,008)
Year 8; $156,834 (10.45 x 15,008)
Year 9: $161,637 (10.77 x 15,008)
Year 10: $165,589 (11.10 x 15,008)
All rental payments shall be made in advance, without notice or
demand, and
without set-off, in monthly installments on the first day of each
calendar
month during the term of this lease (starting with the
Commencement Date) (the
"Base Rent"). Rent for any partial month from the Commencement
Date until the
first day of the next succeeding calendar month (pro rated on a
per diem basis)
and the rent for the first full calendar month of this Lease shall
be paid upon
the signing of this Lease.
(b) In addition to the Base Rent, Tenant shall pay to
Landlord, as additional rent, any and all costs or other sums
which
Tenant may be required to pay to Landlord under the provisions of
Sections 7, 11, 15 and any other provision of this Lease. All rent
shall be paid to Landlord at the address given in Section 31.
6. Late Charges. Notwithstanding any rights of Tenant to cure a
default
hereunder, any payment of Base Rent or additional rent due
hereunder and not
paid within ten (10) days of the due date thereof shall incur a
late payment
charge of five percent (5%) of such payment. In addition, all
payments due to
the Landlord which are made more than thirty (30) days late shall
bear interest
at the effective rate of fifteen percent (15%) per annum,
compounded on a
monthly basis.
7. Taxes, Other Impositions and Management Costs. As additional
monthly rental
payments, throughout the term of this Lease, Tenant shall pay all
costs set
forth below. The costs shall be apportioned for the first and last
calendar
years covered by the term hereof. All payments of costs shall be
made within
thirty (30) days of Landlord's written request, provided such
request is
accompanied by a reasonable itemization of such costs, and
Landlord delivers to
Tenant within ten (10) days such bills, invoices or other records
as Tenant may
reasonably request in writing within ten (l0) days of Landlord's
original
request for payment to verify the accuracy of such costs. Except
as otherwise
specifically provided herein above, or in other provisions of this
Lease,
Landlord shall pay all taxes, impositions, management costs and
other costs
relating to the Premises.
(a) Taxes. Tenant shall pay the Landlord all levies, taxes,
assessments,
water and sewer rents and charges, liens, charges for public
utilities and all
other charges, imposts or burdens of whatsoever kind and nature,
which at any
time during the term of this lease may be assessed or imposed by
any federal,
state or municipal government or public authority, or under any
law, ordinance
or regulation thereof or pursuant to any recorded covenants or
agreements (all
of which are hereinafter referred to as "Impositions"), upon or
with respect to
the Premises, any improvements made thereto, or this Lease.
Additionally,
Tenant shall pay a proportionate share, as defined in section 30
of any
Imposition which is not imposed upon the Premises as a separate
entity but
which is imposed upon the Building or the Complex or upon the
appurtenances,
leases, rents, transactions or documents relating to the Building
or the
Complex. Impositions shall not include any levy in tax
specifically attributed
by the taxing authority to improvements to the Building or Complex
for another
tenant.
(b) Operating Costs: Attached hereto as Exhibit "D" is a non-
exclusive list
of the management and other services provided by Landlord to the
Tenant
(collectively with all similar charges the "Operating Costs").
Tenant shall pay
its Proportionate Share of the Operating Costs to the Landlord for
each year of
the lease. Notwithstanding anything else in this Lease to the
contrary, the
following shall not be included in determining the Landlord's
Operating Costs:
(i) except as set forth in (x) below, any payments (such as
salaries or fees)
to or expenses charged by the Landlord's executive personnel or
partners;
(ii) costs for items that, by generally accepted accounting
principles, should
be capitalized (such as heating, ventilating, and HVAC
replacement) unless such
costs reduce the Operating Costs of the Building;
(iii) depreciation or interest (unless it is related to an
allowable capital
item);
(iv) ground rent;
(v) taxes on the Landlord's business (such as income, excess
profits,
franchise, capital stock, estate, and inheritance taxes);
(vi) leasing commissions and other costs associated with the
leasing of space
or the sale or potential sale of Building or Complex, advertising
expenses,
tenant improvements, free rent, moving expenses, etc.);
(vii) legal fees incurred by Landlord in leasing additional space
in the
complex, except that Tenant shall remain obligated to pay such
legal fees
provided for elsewhere in this Lease;
(viii) expenses payable directly by a tenant for any reason
(such as
excessive utility use), insurer or other third party, provided
same is actually
paid by such party;
(ix) costs for improving any tenant's space or depreciation or
amortization of
such improvements;
(x) management fees in excess of 5% of the gross rents for the
Complex;
(xi) employees' salaries or benefits other than for personnel
supporting
building systems or delivering building services in the Building
or the
Complex, as the case may be;
(xii) any repair or other work necessitated by condemnation, fire,
or other
casualty;
(xiii) services, benefits, or both, to which Tenant is not
entitled
hereunder, but which are provided to other tenants of the
building;
(xiv) reserves for future expenditures;
(xv) damages paid by Landlord to any tenant or other party unless
caused by
Tenant's acts;
(xvi) expenditures to the extent reimbursed by insurance proceeds
or other
Tenants;
(xvii) fines or penalties imposed on Landlord, unless
incurred as a result
of any actions or omissions of Tenant;
(xviii) the cost of repairs, alterations or replacements
required as a
result of the exercise of Eminent Domain to the extent that
Landlord receives
net condemnation proceeds as a result of such exercise;
(xix) auditing fees, other than those in connection with the
maintenance of the
Complex or Building or in connection with the preparation of
Landlord's
statements for Operating Expenses;
(xx) any appraisal fees incurred in valuing the Building, Complex
or Land,
unless required by Landlord's insurance company.
(c) Insurance: Landlord shall keep the insurance policies
required to be
maintained by the Landlord pursuant to Paragraph 8. Tenant shall
pay to
Landlord its Proportionate Share of the premium cost of such
policies, which
premiums shall be for insurance that Landlord deems reasonable and
appropriate
(the "Premiums").
(d) Monthly Deposits: Notwithstanding the foregoing provisions
of this
Section 7, Landlord shall have the right, at its option, to
require Tenant to
pay to Landlord or to any mortgagee, at the time when the monthly
installment
of Base Rent is payable, an amount equal to one-twelfth (1/12) of
the
anticipated annual Impositions, Operating Costs and Premiums as
estimated by
Landlord. If Landlord elects to have Tenant make such payments,
Tenant also
shall pay to Landlord or to such mortgagee, as the case may be,
the amount by
which the actual costs coming due exceed the monthly payments on
account
thereof previously made by Tenant. So long as the Tenant is not in
default, the
amounts paid by Tenant pursuant to this sub-paragraph (e) shall be
used to pay
the Impositions, the Operating Costs, the Premiums and the
Cleaning Costs, (and
any excess of the payments above the actual costs shall be applied
against next
rental coming due) but such amounts shall not be deemed to be
trust funds and
no interest shall be payable thereon to the Tenant.
8. Insurance.
(a) Fire Insurance. Landlord shall maintain and keep in effect
through the
term of this lease and extension hereof insurance against loss or
damage to the
Building and all other improvements now or hereafter located in
the Complex by
fire and such other casualties as may be included within either
fire and
extended coverage insurance or all risk insurance at replacement
cost (if
available at commercially reasonable rates), rent insurance and
such other
insurance as may reasonably be needed or required by law.
(b) Liability. Tenant, at Tenant's sole cost and expense, shall
maintain and
keep in effect throughout the term of this lease insurance against
liability
for bodily injury (including death) or property damage in or about
the
Premises, under a policy of commercial general liability
insurance, with such
limits as to each as may be reasonably required by Landlord from
time to time
but not less than $1,000,000 for each occurrence for bodily injury
(including
death) and $1,000,000 for each occurrence of property damage and
$3,000,000 in
the aggregate. The policies of commercial general liability
insurance shall
name Landlord and Tenant as the insured parties. Each policy
required by this
paragraph (b) shall provide that it shall not be cancelable
without at least
thirty (30) days prior written notice to Landlord and shall be
issued by an
insurer and in a form satisfactory to Landlord. At least five (5)
days prior to
the Commencement Date and before the commencement of the Extended
Term, as
applicable, a certificate of insurance shall be delivered to
Landlord.
(c) Waiver of Subrogation. Rights under Insurance Policies. Each
of the
parties hereto releases the other, to the extent of the releasing
party's
insurance coverage, from any and all liability for any loss or
damage covered
by such insurance which may be inflicted upon the property of such
party even
if such loss or damage shall be brought about by the fault or
negligence of the
other party, its agents or employees; provided, however, that this
release
shall be effective only with respect to loss or damage occurring
during such
time as the appropriate policy of insurance shall contain a clause
to the
effect that this release shall not affect said policy or the right
of the
insured to recover thereunder. If any policy does not permit such
a waiver, and
if the party to benefit therefrom requests that such a waiver be
obtained, the
other party agrees to obtain an endorsement to its insurance
policies
permitting such waiver of subrogation if it is available. If an
additional
premium is charged for such waiver, the party benefiting
therefrom, if it
desires to have the waiver, agrees to pay to the other the amount
of such
additional premium promptly upon being billed therefor.
(d) Increase of Premiums. Tenant will not do or suffer to be
done, or keep or
suffer to be kept, anything in, upon, or about the Premises, the
Building or
the Complex which will contravene Landlord's policies insuring
against loss or
damage by fire or other hazards or which will prevent Landlord
from procuring
such policies in companies acceptable to Landlord for the
occupancy anticipated
hereunder within the permitted use. If any breach of this
paragraph (d) by
Tenant shall cause the premium for fire or other insurance
covering any or all
of the Premises or the remainder of the Building to be increased
beyond the
amount which would normally have been paid for the occupancy
anticipated
hereunder within the permitted use, Tenant shall pay the entire
amount of such
increase to Landlord, promptly upon demand by Landlord.
9. Tenant's Fixtures. Tenant shall not install in, affix or
attach to the
Premises any fixtures (other than minor installations which do not
affect or
damage the structure or appearance of the Building) without the
prior written
consent of the Landlord, which will not be unreasonably withheld
or
conditioned. If Tenant does not receive a response within ten (10)
business
days, acceptance shall be deemed granted. At the termination of
this lease
Tenant may remove any or all such fixtures installed from time to
time during
the term of this lease which are not part of or affect the
structure of the
Premises or any mechanical installations, walls or floors and
shall remove any
further additions, alterations or fixtures if so directed by
Landlord. Tenant
shall repair and restore any damage or injury to the Premises
caused by the
installation and/or removal of any such fixtures.
10. Signs. Tenant, at its sole cost and expense, shall be
entitled to place
signage on the Building exterior over Tenant's entrance, of a
quality and type
mutually agreeable to Landlord and Tenant, and as allowed by
governmental
regulation.
11. Repairs and Maintenance.
(a) Except as otherwise specifically provided herein, Tenant, at
its sole
cost and expense and throughout the term of this lease and
extensions hereof,
shall keep and maintain the Premises in good order and condition
and shall
promptly make all repairs, replacements and renewals necessary to
keep and
maintain such in good order and condition, normal wear and tear
excepted. All
repairs, replacements and renewals made by Tenant shall utilize
materials and
equipment which are at least equal in quality and usefulness to
those
originally used in constructing the Building and the Premises.
Tenant shall
have no obligation to perform any structural repairs to the
building or any
part thereof or any repairs to, or replacements of, any building
systems
(except as provided below). Landlord shall make all repairs to the
Premises
resulting from the gross negligence or willful misconduct of
Landlord or
Landlord's agents, employees, or contractors.
(b) Landlord, throughout the term and extensions hereof and at
Landlord's
sole cost and expense, shall make all necessary repairs to the
footings and
foundations and the structural steel columns and girders forming a
part of the
Premises and the roof the walls and the exterior parts of the
Premises and the
Building. Provided, however, that Tenant shall pay the cost of
repairs to the
walls and exterior portions of the Premises and the Building and
for the repair
and/or replacement of any damage which arises out of or is caused
by Tenant's
use, manner of use or occupancy of the Premises, or by Tenant's
installation in
or upon the Premises of any item or by any act or omission of
Tenant or any
employee, agent, contractor or invitee of Tenant. In addition,
Landlord shall
make all repairs to the Premises resulting from the gross
negligence or
intentional act of Landlord or Landlord's agents, employees,
contractors or
invitees.
(c) Landlord, throughout the term of this lease and extensions
hereof, shall
make all necessary repairs to the utility lines and equipment and
to any
driveways, sidewalks, curbs, loading, parking and landscaped
areas, and other
exterior improvements in the Complex. Tenant shall pay its
Proportionate Share
of the cost of all repairs specified in this paragraph (c) as
additional rent,
upon being billed by Landlord, except, Tenant shall not be
responsible for
repairs made necessary because of any abuse by or any negligent
acts or
omissions of (i) any other tenant of the Complex or such tenant's
employees,
agents, contractors, or invitees, to the extent same are paid for
by such
tenant, or (ii) the Landlord or Landlord's agents, employees,
contractors or
invitees and except for any such repairs caused by Tenant, its
employees,
agents, contractors or invitees which shall be paid entirely (and
not just the
Proportionate Share) of such repairs.
(d) During the term of this lease, the Tenant shall maintain the
HVAC unit or
units serving the Premises in good condition and repair at its
sole cost and
expense. Tenant agrees to keep in force a service contract on the
HVAC unit(s)
with a contractor mutually selected by the Landlord and Tenant.
The HVAC
unit(s) shall be subject to Tenant's control. Landlord warrants
and represents
that the HVAC unit will be in good condition and working order on
the
Commencement Date.
(e) Tenant shall provide, at its expense, janitorial and
cleaning services
for the Premises. Landlord shall keep and maintain all common
areas of the
Complex in a clean and orderly condition, free of accumulation of
dirt and
rubbish, shall provide dumpster(s) and trash removal, shall keep
and maintain
all landscaped areas in a neat and orderly condition, and shall
perform all
necessary snow removal to clear sidewalks, parking areas and
access ways, which
serve more than one tenant of the Building. The cost of the
Increases of all
such cleaning services shall be paid by Tenant as provided in
Paragraph 7.
(f) Landlord agrees to make all repairs required hereunder as
quickly as
possible under the circumstances (provided Landlord receives
notice of required
repairs) and to use reasonable efforts to avoid adversely
interfering with
Tenant's business. Except in an emergency, Landlord shall give
advance notice
prior to entering the Premises and shall comply with Tenant's
reasonable
security measures. Landlord shall not be liable for inconvenience,
annoyance,
disturbance or other damage to Tenant (except for damage caused by
the
Landlord, its agents, or contractors) by reason of making any
repair or by
bringing or storing materials, supplies, tools and equipment in
the Premises
during the performance of any work, and the obligations of Tenant
under this
lease shall not thereby be affected in any matter whatsoever.
(g) Tenant shall not use or permit the use of any portion of the
Complex for
outdoor storage unless otherwise permitted.
(h) Tenant may install at its sole cost and expense a satellite
dish on the
roof of the Building at a location mutually agreeable to the
Landlord and
Tenant, so long as (i) all applicable governmental licenses and
approvals are
obtained; (ii) the satellite dish is not prominently visible and
is shielded to
Landlord's satisfaction; (iii) the structural integrity of the
Building,
including, but not limited to the roof, is not damaged in any way;
(iv)
existing Building warranties are not affected adversely or
diminished in any
way; and (v) the installation is performed under Landlord's
supervision, if
Landlord so elects.
12. Alterations and Additions by Tenant.
(a) Tenant shall not make or permit to be made any alterations,
improvements
or additions to the Premises (except ones deemed to be minor in
nature), the
Building or the Complex without on each occasion first presenting
to Landlord
plans and specifications therefor and obtaining Landlord's prior
written
consent thereto which consent shall not be unreasonably withheld
or conditioned
for alterations.
(b) All improvements, repairs, alterations and additions and all
other
property installed before the Commencement Date, except the clean
room, shall
remain upon the Premises at the expiration or sooner termination
of this Lease
and shall remain (or become) the property of Landlord without
payment therefor
by Landlord, and Tenant shall have neither the right nor the
obligation to
remove same, except for any property installed by Tenant pursuant
to Section
2(d) above.
(c) To the extent Landlord approves any alteration, improvement
or addition
to the Premises following the execution of this Lease, Tenant
shall have the
right, but not the obligation, to remove same at or before the end
of the term;
and provided Tenant shall repair any damage resulting from the
installation or
removal therefrom prior to the expiration of the term; provided,
however, that
Tenant shall have the obligation to remove such fixtures,
installations or
improvements as shall have been made with the consent of Landlord,
if Landlord
shall have conditioned its consent upon such removal. The removal
(including
the cost of any repair to the Premises or the Complex) to be at
Tenant's sole
cost and expense.
(d) To the extent Tenant makes any alteration, addition or
improvement to any
portion of the Premises or the Complex (except ones deemed to be
minor in
nature) without obtaining the prior written consent of the
Landlord, Tenant
shall remove same at Tenant's cost and expense prior to the
termination of the
term of this Lease (including any repairs required on the Premises
or the
Complex) unless Landlord shall notify Tenant prior to such removal
that such
improvement shall remain on the Premises at the termination of
this Lease (in
the Landlord's sole discretion).
13. Landlord's Right of Entry. Tenant shall permit Landlord and
the
authorized representatives of Landlord and of any mortgagee or any
prospective
mortgagee, prospective purchaser or, during the last six (6)
months of any term
or extended term hereof prospective tenant, to enter the Premises
at all
reasonable times with reasonable notice (at least twenty-four (24)
hours)
except in case of an emergency for the purpose of (i) inspecting
them or (ii)
making any necessary repairs thereto or to the Building or the
Complex and
performing any work therein.
14. Utility charges and Allowances. Tenant shall be solely
responsible for
and shall pay promptly all rents, costs and charges for water
service, sewer
service, gas, electricity, light, heat steam, power, telephone and
other
communication services, and any and all other utility or service
rendered or
supplied upon or in connection with the Premises or used or
consumed in or
servicing the Premises and all other costs and expenses involved
in the care,
management and use of the Premises throughout the term of this
lease, and
Tenant shall indemnify Landlord and save Landlord harmless against
any costs,
liability or damages on account of such expenses which should have
been paid by
the Tenant hereunder. All such utilities shall be provided by
separate meter to
the Premises and same shall be paid by Tenant. To the best of
Landlord's
knowledge, the meters are in good working condition and repair at
the time of
execution of this Lease.
15. Governmental Regulations. Throughout the term of this lease
and at its
sole cost and expense, Tenant shall comply with all laws,
including but not
limited to the Americans with Disabilities Act, ordinances,
notices, order,
rules, regulations and requirements of all federal state and
municipal
governments and all departments, commissions, boards and officers
thereof, and
with all notices, orders, rules and regulations of the National
Board of Fire
Underwriters or any other body now or hereafter constituted
exercising similar
functions, relating to the Premises only and otherwise the
responsibility of
the Tenant pursuant to this Lease, or to the use or manner of use
of the
Premises.
16. Mechanics' Liens. Each party shall promptly pay any
contractors and
materialmen who or which may supply labor, work or materials at
the Premises,
the Building or the Complex so as to minimize the possibility of a
lien
attaching to the Premises, the Building or the Complex. Each party
shall take
all steps permitted by law in order to avoid the imposition of any
mechanic's,
laborer's or materialman's lien upon the Premises, the Building or
the Complex.
Should notice of any such lien be filed, then (i) the party
receiving such
notice shall promptly notify the other party of such notice and
(ii) the Tenant
shall bond against or discharge the same within fifteen (15) days
of knowledge
of the existence of such lien or claim regardless of the validity
of the claim.
Nothing in this lease is intended to authorize Tenant to do or
cause any work
or labor to be done, or any materials to be supplied for the
account of
Landlord, all of the same to be solely for Tenant's account and at
Tenant's
risk and expense. This paragraph shall not be construed to
authorize Tenant to
make any additions, alterations or improvements to the Premises
other than as
expressly provided herein.
17. Damage by Fire or Other Casualty.
(a) If the Premises shall be damaged or destroyed by fire or
other casualty,
Tenant shall promptly notify Landlord, and Landlord, subject to
the conditions
hereafter set forth in this Section 17, shall repair, rebuild or
replace such
damage and restore the Premises to substantially the same
condition in which
they were immediately prior to such damage or destruction. The
work shall be
commenced promptly and completed with due diligence, taking into
account the
time required by Landlord to effect a settlement with, and procure
insurance
proceeds from, the insurer.
(b) If in Landlord's reasonable opinion the insurance proceeds
will not be
adequate to complete such restoration, or if the Lease is in the
final year of
any term and Tenant has not unequivocally and irrevocably elected
to continue
this Lease for any additional term, Landlord shall have the right
to terminate
this lease and all the unaccrued obligations of the parties hereto
by sending a
written notice of such termination to Tenant, the notice to
specify a
termination date no less than fifteen (15) days after its
transmission.
Landlord's obligation or election to restore the Premises under
this Section
shall not include the repairs, restoration or replacement of the
fixtures,
improvements, alterations, furniture or any other property owned,
installed or
made by Tenant. Further, Landlord shall have the right to
terminate this lease
on the occurrence of any substantial damage (25% or more) to the
Premises
and/or the remainder of the Building by giving express, written
notice thereof
to the Tenant within 30 days of the occurrence of such substantial
damage. In
the event of the failure of Landlord to terminate this Lease in
the time
provided above, Landlord's right to terminate as a result of such
casualty
should be waived.
(c) If twenty five (25%) percent or more of the Premises are
rendered
unusable by fire or other casualty for their Permitted Use and if
either (i)
the Landlord fails to commence the repair of the Premises within
sixty (60)
days after the casualty and thereafter fails to complete such
repairs within
six (6) months of the date of fire or other casualty subject to
delays beyond
the reasonable control of Landlord or Landlord's contractors,
subcontractors or
suppliers, or (ii) the fire or other casualty occurs during the
last twelve
(12) months of the term of this Lease (which term has not been
unequivocally or
irrevocably extended), then Tenant may elect to terminate this
lease within ten
(10) days after the occurrence of the event giving rise to such
right of
termination. In the event such notice is so given, this lease
shall terminate
as of the date of such notice, any rent owing prior to the
termination date
shall be paid and any rent paid with respect to any period
following such
termination date shall be promptly refunded to Tenant, and the
Tenant shall
quit and surrender the demised premises as if such termination
date were the
expiration date of the term of this Lease. In the event of the
failure of
tenant to timely provide the foregoing notice, Tenant's right to
terminate as a
result of such casualty shall be waived.
(d) In the event of the termination of this Lease as hereinabove
provided,
all rent shall be adjusted between the parties hereto as of the
casualty. So
long as this Lease is not terminated as above set forth and except
as provided
in Section 20, Tenant shall continue to pay the adjusted Base Rent
and all
adjusted additional rent hereunder.
18. Indemnification of Landlord. Tenant will indemnify Landlord
and save
Landlord harmless from and against any and all claims, actions,
damages,
liability and expenses in connection with (i) loss of life,
personal injury and
damage to property caused to any person in or about the Premises,
(ii) arising
from or out of the occupancy or use by Tenant of the Premises or
any part
thereof, (iii) occasioned wholly or in part by any act or omission
of Tenant,
its agents, contractors, employees, licensees or invitees, (iv)
the failure by
Tenant to adequately protect or secure any controlled substances
located on the
Premises, (v) any environmental clean up required as a result of
any substance
brought onto the Premises by Tenant, or (vi) any other obligation
of Tenant
under the Lease. In case any such claim, action or proceeding is
brought
against Landlord, Tenant upon notice from Landlord and at Tenant's
sole cost
and expense shall resist or defend such claim, action or
proceeding or shall
cause it to be resisted or defended by an insurer. Notwithstanding
anything to
the contrary herein provided, Tenant's indemnification of Landlord
under this
section shall not apply to any negligent or intentional acts or
omissions of
Landlord, its employees, agents, contractors or invitees and
Landlord will
indemnify and save Tenant harmless therefrom.
19. Condemnation.
(a) Termination. If all or part of the Premises is taken or
condemned for a
public or quasi-public use (a sale in lieu of condemnation to be
deemed a
taking or condemnation), this Lease shall as to the part so taken
terminate as
of the date title to the condemned real estate vests in the
condemnor and the
rent shall abate in the same proportion as the floor area of the
part taken
bears to the floor area of all of the Premises or shall cease (if
the entire
Premises be so taken).
(b) Notwithstanding the foregoing, either party shall have the
right to
terminate this Lease on the occurrence of any such substantial
(25% or more)
taking or condemnation of any of the Premises by giving express,
written notice
thereof to the other within forty-five (45) days thereafter. In
such event, all
rent shall be adjusted between the parties hereto as of the date
of such taking
or condemnation.
(c) Award. In the event this lease is terminated pursuant to the
provisions
of this Section, Tenant shall have the right to make a claim,
against the
condemnor for loss of business and for its removal expenses,
business
dislocation damages and moving expenses, trade fixtures, equipment
and Tenant's
other personal property, provided and to the extent, however, that
such claims
or payments do not reduce the sums otherwise payable by the
condemnor to
Landlord. Tenant hereby assigns any and all claims it may have
against the
condemnor except as expressly provided herein.
20. Abatement of Rent. Except as otherwise expressly provided,
damage to or
destruction of all or any portion of the Premises by fire or by
any other cause
shall neither terminate this lease nor entitle Tenant to surrender
the
Premises. If all or any portion of the Premises is substantially
unusable for
the Permitted Use, Base Rent, additional rent and other sums
payable hereunder
by Tenant shall abate as to that portion of the Premises which is
substantially
unusable for the Permitted Use, for so long as the Premises remain
substantially unusable.
21. Quiet Enjoyment. Tenant, upon paying the rent, and observing
and keeping
all covenants, agreements and conditions of this lease on its part
to be kept,
shall quietly have and enjoy the Premises during the term of this
lease without
hindrance or molestation by anyone claiming by or through
Landlord, including
prior tenants, subject, however, to the exceptions, reservations
and conditions
of this lease.
22. Assignment and Subletting.
(a) Except as provided herein, Tenant shall not assign,
mortgage, pledge or
encumber this lease, or sublet the whole or any part of the
Premises except
with the prior written consent of Landlord which consent may not
be
unreasonably withheld or conditioned. The assignee, subtenants,
etc. shall use
the Premises for the same purposes as provided under Paragraph 4,
or such other
purposes as Landlord may approve, which approval shall not be
unreasonably
withheld or conditioned. It shall not be unreasonable for Landlord
to withhold
its approval based, among other things, on the tenant mix in the
Complex or the
terms of other tenants' leases. This prohibition against assigning
or
subletting shall be construed to include a prohibition against any
assignment
or subletting by operation of law. In the event of any assignment
of this lease
made with or without Landlord's consent, Tenant, nevertheless,
shall (unless
otherwise agreed in writing) remain liable for the performance of
all of the
terms, conditions and covenants of this lease and shall require
any assignee to
execute and deliver to Landlord an assumption of liability
agreement in form
satisfactory to Landlord, including an assumption by the assignee
of all of the
obligations of Tenant and the assignee's ratification of and
agreement to be
bound by all the provisions of this Lease. Any profit which may be
realized as
a result of any subletting of the Premises or assignment of this
lease, whether
consented to or not by Landlord, shall be divided equally between
the Landlord
and the Tenant after Tenant "nets-out" all costs and expenses
associated with
the marketing and subletting/assignment of the Premises. Tenant
shall document
to Landlord all costs incurred and the evidence must be
satisfactory to
Landlord in its reasonable opinion. In all events, Tenant shall
continue to be
liable for all obligations (including without limitation all Base
Rent and
additional rent) accruing hereunder, whether or not any assignment
or
subletting is permitted hereunder. Without limiting the generality
of the
foregoing provisions of this Section, Landlord shall be entitled
to condition
its consent to any such assignment or subletting upon Tenant's
having provided
to Landlord (i) a true copy or duplicate original of the agreement
by which
such assignment or subletting is accomplished; (ii) the name of
the proposed
assignee or subtenant; (iii) a written statement by Tenant as to
the proposed
assignee or subtenant's intended use of the Premises; and (iv) a
current
financial statement of the proposed assignee or subtenant, in form
and
substance satisfactory to Landlord.
(b) Notwithstanding subparagraph 22(a) above, no consent by
Landlord shall be
required to an assignment of this Lease and/or a subletting of the
Premises (i)
to an affiliate of the Tenant (having a community of ownership
with Tenant of
at least seventy five percent [75%]), or (ii) in connection with a
merger
between Tenant and another entity, provided however, that the
surviving entity
shall have a net worth at least equal to the net worth of Tenant
on the date of
this Lease. Except as otherwise agreed by the parties, in the
event of an
assignment or sublet pursuant to (i), Tenant and any guarantor,
and in the
event of a permitted merger under (ii), any guarantor, shall
continue to remain
liable for all obligations under this Lease.
23. Subordination and Non-Disturbance.
(a) This lease and Tenant's rights hereunder shall be subject
and subordinate
at all times in lien and priority to any first mortgages and/or
other mortgages
or financing arrangements now or hereafter placed upon or
affecting the
Premises or the Complex, and to all renewals, modifications,
consolidations and
extensions thereof, without the necessity of any further
instrument or act on
the part of Tenant. Tenant shall execute and deliver upon demand
any further
instrument or instruments of attornment that may be desired by any
mortgagee or
proposed mortgagee or by any other person. If Tenant has not
executed the
instrument(s) within five (5) business days, then Tenant hereby
appoints
Landlord the attorney-in-fact of Tenant irrevocably (such power of
attorney
being coupled with an interest), to execute and deliver any such
instrument or
instruments for and in the name of Tenant. Notwithstanding the
foregoing, any
mortgagee may at any time subordinate its mortgage to this lease,
without
Tenant's consent, by giving notice in writing to Tenant, and
thereupon this
lease shall be deemed prior to such mortgage without regard to
their respective
dates of execution and delivery and in that event such mortgagee
shall have the
same rights with respect to this lease as though this lease had
been executed
prior to the execution and delivery of the mortgage and had been
assigned to
such mortgagee.
(b) The Tenant agrees that if any mortgagee shall succeed to the
interest of
the Landlord under the Lease, the mortgagee shall not be (i)
liable for any act
or omission of any prior Landlord under the Lease; or (ii) subject
to any
offsets or defenses which Tenant might have against any prior
landlord.
(c) The Landlord, at its expense, shall exercise its best
efforts to secure
from the current mortgagee, and from any subsequent mortgagee, an
agreement for
the benefit of the Tenant which shall provide that so long as the
Tenant is not
in default under the Lease and so long as the Tenant continues to
perform its
obligations thereunder, the Lease shall not be terminated by such
mortgagee nor
shall the use, possession or enjoyment of the Premise by the
Tenant be
disturbed or interfered with, nor shall the leasehold estate
granted by this
Lease be affected in any other manner, in any foreclosure or other
action or
proceeding constituted to take possession of the Premises or the
Complex.
(d) Tenant agrees that if the interest of the Landlord in the
Premises shall
be transferred to or owned by a mortgagee by reason of foreclosure
or other
proceedings brought by such mortgagee, or by any other manner, the
Tenant shall
attorn to the mortgagee (or its assigns), as its landlord and be
bound to the
mortgagee (or its assigns), under all of the terms, covenants and
conditions of
the Lease for the balance of the term remaining and any extensions
or renewals
thereof, with the same force and effect as if such mortgagee (or
its assigns)
were the landlord under the Lease, including, without limitation,
the
obligation to pay all rentals due under the Lease to such
mortgagee (or its
assigns). Such attornment shall be effective and self-operative
without the
execution of any further instruments on the part of the parties
hereto as soon
as the mortgagee (or its assigns) succeeds to the interest of the
Landlord in
the Leased Premises. Tenant may rely on any reasonable notice of
such transfer
without further inquiry.
24. Memorandum of Lease; Certificates of Lease.
(a) Tenant, at any time and from time to time and within five
(5) business
days after Landlord's written request, shall execute, acknowledge
and deliver
to Landlord a short form or memorandum of this lease for recording
purposes,
which recording shall be at Landlord's expense.
(b) Tenant, at any time and from time to time and within five
(5) business
days after Landlord's written request, shall execute, acknowledge
and deliver a
written instrument in recordable form stating any facts and
certifying any
conditions with regard to the Premises or this lease, reasonably
requested or
required by any mortgagee, prospective mortgagee, prospective
assignee or
purchaser of the Premises or any interest therein.
(c) Landlord, at any time, and from time to time upon at least
ten (10) days
prior written request by Tenant shall execute, acknowledge and
deliver to
Tenant, and/or to any other person, firm or corporation specified
by Tenant, a
statement certifying that this lease is unmodified and in full
force and effect
(or, if there have been modifications, that the same is in full
force and
effect as modified, and stating the modifications), stating the
dates to which
the rent and additional rent have been paid, and stating whether
or not, to its
knowledge, there exists any default by Tenant under this Lease,
and if so,
specifying such default. The foregoing obligation of the Landlord
shall apply
only once in each calendar year of this Lease.
25. Curing Tenant's Defaults. If Tenant shall be in default in
the
performance of any of its obligations hereunder after notice of
default and
expiration of the applicable cure period, Landlord (without any
obligation to
do so), in addition to any other rights it may have in law or
equity, and after
written notice to Tenant, except in the case of emergency, may
elect to cure
any such default on behalf of Tenant, and Tenant shall reimburse
Landlord upon
demand for any reasonable sums paid or costs incurred by Landlord
in curing
such default, including interest, the rate of fifteen percent
(15%) per annum,
from the respective dates of Landlord's making the payments and
incurring the
costs, which sums and costs together with interest thereon shall
be deemed
additional rent payable hereunder and shall be payable upon
demand.
26. Surrender. At the expiration or earlier termination of the
term hereof,
Tenant shall promptly yield up, clean and neat, order and repair
in which they
are required to be kept throughout the term hereof, the Premises
and all
improvements, alterations and additions thereto (except as
permitted to be
removed by Tenant or required to be removed by Landlord as
provided herein),
and all fixtures and equipment servicing the Building, ordinary
wear and tear
or damage by fire or other casualty excepted.
27. Defaults; Remedies.
(a) If Tenant does not pay in full within ten (10) days of
written notice any
and all installments of Base Rent; or
(b) If Tenant does not pay in full within ten (10) days of
written notice any
payment of additional rent or any other charges or payments
whether or not
herein included as rent, or
(c) If Tenant violates or fails to perform or otherwise breaches
any
agreement, covenant or condition herein contained and does not
cure within 15
days after written notice from Landlord or within a reasonable
period after
such notice if Tenant demonstrates to Landlord's satisfaction that
cure cannot
reasonably be completed within such period and Tenant is
diligently proceeding
to cure; or
(d) If Tenant becomes insolvent or bankrupt in any sense or
makes an
assignment for the benefit of creditors of offers a composition or
settlement
to creditors, or if a petition in bankruptcy or for reorganization
or for an
arrangement with creditors under any federal or state act is filed
by or
against Tenant, or a bill in equity or other proceeding for the
appointment of
a receiver, trustee, liquidator, custodian, conservator or similar
official for
any of Tenant's assets, or if any of the real or personal property
of Tenant
shall be levied upon by any sheriff, marshal or constable and does
not cure
within 30 days after written notice from landlord; or
(e) If Tenant transfers assets in excess of a sixty percent
(60%) of its
assets, such transfer shall constitute a default hereunder unless,
prior to
such transfer, the Tenant shall cause all recipients of its assets
to execute a
guaranty agreement in form acceptable to the Landlord, obligating
such
transferee (on a primary basis with the Tenant and all other
obligors) to pay
all obligations of Tenant arising under this lease;
(f) Failure to make payments under the Promissory Note; which
Promissory Note
is described in Paragraph 47 below and which is attached hereto as
Exhibit I,
after any applicable cure and grace period.
Then, in any such event, Landlord shall have the following rights:
1. To re-enter the Premises and repossess and enjoy the
Premises, together
with all additions, alterations and improvements and to remove all
persons and
all or any property therefrom. Upon recovering possession of the
Premises by
reason or based upon or arising out of a default on the part of
Tenant,
Landlord may, at Landlord's option, either terminate this lease or
make such
alterations and repairs as may be necessary in order to relet the
Premises and
relet the Premises or any part of parts thereof, either in
Landlord's name or
otherwise, for a term or terms which may, at Landlord's option, be
less than or
exceed the period which would otherwise have constituted the
balance of the
term of this lease and at such rent or rents and upon such other
terms and
conditions as Landlord may decide. If such rentals received from
such reletting
during any month shall be less than that to be paid during that
month by Tenant
hereunder, Tenant shall pay any deficiency to Landlord. Such
deficiency shall
be calculated and paid monthly.
2. To terminate this lease and the term hereby created without
any right on
the part of Tenant to waive the forfeiture by payment of any sum
due or by
other performance of any condition, term or covenant broken.
Whereupon Landlord
shall be entitled to recover, in addition to any and all sums and
damages for
violation of Tenant's obligations hereunder in existence at the
time of such
termination, damages for Tenant's default in an amount equal to
the amount of
the rent reserved for the balance of the term of this lease, as
well as all
other charges, payments, costs and expenses herein agreed to be
paid by Tenant,
all of which amount shall be immediately due and payable from
Tenant to
Landlord. Landlord shall not be entitled to exercise its rights
under this
subparagraph 2. until the earlier of the following to occur
(i) the first default under (d) or (e) above.
(ii) the first default under (a), (b) or (c) above during the
term of this
Lease not cured by Tenant within thirty (30) days of any required
notice.
(iii) in any event, or the third default under (b) or (c) above
during the term
of this Lease.
28. Rights and Remedies Cumulative. No right or remedy herein
conferred upon
or reserved to Landlord or Tenant is intended to be exclusive of
any other
right or remedy herein or by law provided but each shall be
cumulative and in
addition to every other right or remedy given herein or now or
hereafter
existing at law or in equity or by statute.
29. Nonwaiver. No waiver by either party of any breach by the
other party of
any of the other party's obligations, agreements or covenants
herein shall be a
waiver of any subsequent breach or of any obligation, agreement or
covenant,
nor shall any forbearance by either party of any rights and
remedies with
respect to such or any subsequent breach.
30. Definitions.
(a) Definition of "Landlord". The word "Landlord" is used herein
to include
the Landlord named above as well as its successors and assigns.
Any such
person, whether or not named herein, shall have no liability
hereunder after he
or it ceases to hold title to the Premises, Building, Complex,
land and lot,
except for obligations which may have theretofore accrued provided
Tenant shall
have been given thirty (30) days prior written notice of such
transfer. Neither
Landlord nor any principal of Landlord, whether disclosed or
undisclosed, shall
have any personal liability with respect to any of the provisions
of this lease
of the Premises, and if Landlord is in breach or default with
respect to
Landlord's obligations under this lease or otherwise, Tenant shall
look solely
to the equity of Landlord in the Premises for the satisfaction of
Tenant's
remedies.
(b) Definition of "Tenant". The word "Tenant" is used herein to
include the
Tenant named above as well as its successors and assigns. However,
no rights,
privileges or powers shall inure to the benefit of any assignee of
Tenant
immediate or remote, unless the assignment to such assignee is
permitted
hereunder or has been approved in writing by Landlord.
(c) Definition of "mortgage" and "mortgagee". The word
"mortgage" is used
herein to include any lien or encumbrance on the Premises, the
Complex or the
Building, and improvements thereon or on any part of or interest
in or
appurtenance to any of the foregoing including without limitation
any ground
rent or ground lease if Landlord's interest is or becomes a
leasehold estate.
The word "mortgagee" is used herein to include the holder of any
mortgage,
including any ground lessor if Landlord's interest is or becomes a
leasehold
estate. Wherever any right is given to a mortgagee, that right may
be exercised
on behalf of such mortgagee by any representative or servicing
agent of any
such mortgagee.
(d) Definition of "person". The word "person" is used herein to
include a
natural person or persons, a partnership or partnerships, a
corporation or
corporations, an association or associations and any other form of
business
association or entity.
(e) Definition of "proportionate share". Tenant's "proportionate
share" of
any imposition, cost, charge, rent, expense or payment shall be
calculated,
unless otherwise specified by multiplying the relevant sum by a
fraction, the
numerator of which shall be the Total Square Feet and the
denominator of which
shall be the floor area of the Building, or the Complex, as the
case may be.
For the purposes of this paragraph, it is stipulated that the
floor area of the
Premises is 15,008 square feet for the entire term of this Lease
(subject to
adjustment as set forth herein) and the Tenant's proportionate
share of the
Building equals 25.97% and the Tenant's proportionate share of the
Complex
equals 10.32%. Proportionate share is fixed and does not change
with respect to
any changes in occupancy at the Building or the Complex.
31. Notices. All notices, demands, requests, consents,
certificates and
waivers required or permitted hereunder from either party to the
other shall be
in writing and sent by United States certified mail, return
receipt requested,
postage prepaid. Notices to the Tenant shall be addressed to TSI
TelSys, Inc.,
a Maryland corporation, 4407-A Forbes Boulevard, Lanham, Maryland
20706,
Attention: Bruce Montgomery, with a copy to Gary L. Bohlke,
Esquire, Semmes,
Bowen & Semmes, 250 W. Pratt Street, Baltimore, Maryland 21201,
and after the
Commencement Date shall additionally be sent to the Premises.
Notices to
Landlord shall be addressed to Landlord c/o Beco Associates, 13873
Park Center
Road, Suite 153, Herndon, Virginia 22071, attention Jeffrey L.
Cohen with a
carbon copy to Carole S. Gould, Esquire, Levin & Gann, P.A., 2
Hopkins Plaza,
9th Floor, Baltimore, Maryland 21201. Either party may at any
time, in the
manner set forth for giving notices to the other, set forth a
different address
to which notices and/or rent to it shall be sent.
32. Entire Agreement: Interpretation. This lease represents the
entire
agreement between the parties hereto and there are no collateral
or oral
agreements or understandings between Landlord and Tenant with
respect to the
Premises or the Complex. No rights, easements or licenses are
acquired in the
Building, the Complex or any land adjacent to the Complex by
Tenant by
implication or otherwise except as expressly set forth in the
provisions of
this lease. This lease shall not be modified in any manner except
by an
instrument in writing executed by the parties. The masculine (or
neuter)
pronoun, singular number shall include the masculine, feminine and
neuter
genders and the singular and plural number.
33. Captions. The captions in this Lease are for convenience
only and are not
a part of the lease and do not in any way define, limit, describe
or amplify
the terms and provisions of this lease or the scope or intent
thereof.
34. Rules and Regulations. Landlord shall have the right to
prescribe, at its
sole discretion, reasonable rules and regulations (hereinafter
referred to as
"the Rules and Regulations") relating to the Premises or the
Building or the
Complex, and Tenant agrees to abide and cause its employees,
agents and
invitees to comply with said Rules and Regulations. The Rules and
Regulations
are attached hereto as Exhibit G. Notwithstanding anything to the
contrary,
Rules 6, 10 and 11 are not applicable to this Lease.
35. Hours of Operation. During the term of this lease, Tenant
shall be
permitted access to the Building twenty-four (24) hours a day
seven (7) days a
week, including holidays.
36. Option to Renew.
(a) Provided Tenant is not in default under any of the terms,
covenants or
conditions hereof, Tenant shall have the option to renew the term
of this Lease
and any expansions thereof for one additional period of five
years, upon the
same terms, covenants and conditions herein set forth, except that
the Base
Rent per annum for the renewal term shall be at the prevailing
market rate for
comparable space in the Complex. Landlord shall provide evidence
to the Tenant
of the comparable rents.
(b) For Tenant to exercise either renewal option contained
herein, Tenant
shall give Landlord six (6) months written notice prior to the end
of the
current term of Tenant's written intention to renew the term.
(c) In the event Tenant exercises its option for the first
extended term
hereunder, the Landlord, at its sole cost and expense shall
provide the Tenant
with new carpet for the Premises and shall paint the Premises to
the same
quality and standard as the original carpet and painting.
37. Parking. Tenant shall be allowed 3.4 surface parking spaces
for each
1,000 square feet of the Premises or expansion premises, same to
be used on a
non-exclusive basis with the other tenants of the Building and the
Complex.
Tenant shall not use (and shall instruct its employees,
contractors, and
invitees not to use) any parking space marked specifically for the
use of any
other tenant. Landlord shall also provide five (5) spaces in front
of the
Premises marked specifically for the use of the Tenant.
38. First Right to offering. During the term hereof, or any
extended term,
provided there is no uncured default and in the event the adjacent
spaces in
the Building comprised of 6,756 sq. ft. and 5,477 sq. ft.
respectively becomes
available for rent, the Tenant shall have the first right to lease
such
available space in the Building (the "Expansion Space") subject to
the
following terms and conditions:
(a) Landlord shall give notification to Tenant of any Expansion
Space which
is available for lease, which notification need not include any
specific terms
and conditions other than a description of the particular space at
issue.
(b) Tenant shall have ten (10) business days following receipt
of such
written notice to notify Landlord that it will lease that portion
of the
Expansion Space covered by the offer under the terms and
conditions set forth
below. If such offer is not accepted by Tenant by written notice
given to
Landlord within such ten (10) days period, all rights of Tenant to
lease any
portion of the Expansion Space shall be deemed terminated and
Landlord shall
thereafter be free to lease (free of this First Right to Lease)
all or any
portion of the Expansion Space to such party on such terms and
conditions as
Landlord may desire.
(c) If such offer is accepted by Tenant within the ten (10) day
period set
forth above, the following provisions shall apply:
(1) The lease term for the Expansion Space shall be for such
term as is
necessary to make the lease for the Expansion Space coterminous
with the lease
term contained herein.
(2) Tenant also shall have an option to renew the lease of the
Expansion
Space for the same periods as the options provided to Tenant
hereunder.
(3) The rental rate charged on the Expansion Space shall be the
then existing
per square foot rate being charged under this Lease.
(4) Landlord, at Landlord's expense, shall provide the Tenant
with the
initial plans ("test fit") for the build-out of the Expansion
Space. In the
event that Tenant determines within 10 days after the receipt of
the initial
plans, in its reasonable discretion, that the Expansion Space is
not
satisfactory, then Tenant may terminate its offer, without
penalty.
(d) The parties acknowledge that various portions of the
Building are subject
to rights of refusal, options and renewal rights with other
Tenants as set
forth on Exhibit "F" (the "Pre Existing Rights"). Any rights
afforded to other
tenants under such Pre-Existing Rights shall take precedence to
this first
right to lease and Landlord shall not offer such space to Tenant
(and the
failure to take such space by Tenant shall not terminate Tenant's
future
rights) until such Pre-Existing Rights shall terminate, be waived
or shall
otherwise fail to be exercised.
39. Arbitration. Any dispute between the parties hereto relating
to this
Lease shall be adjudicated by arbitration under the rules then
obtaining of the
American Arbitration Association, applying the terms of this
Lease. Venue and
jurisdiction shall be in Maryland on all matters relating to this
Lease.
40. Brokers. The parties acknowledge that the Tenant has engaged
Jones Lang
Wootton USA in cooperation with Scheer Partners, Inc. to locate
the Premises.
Landlord has used Barnes, Morris, Pardoe & Foster as brokers.
Landlord agrees
to pay the commission owed to Jones Lang Wootton USA (which
commission is to be
shared with Scheer Partners, Inc.) and any commission owed to
Barnes, Morris,
Pardoe & Foster. Each party agrees to indemnify the other from any
and all
liability arising from broker commissions relating to this Lease
other than as
set forth above to a maximum amount of the commissions due.
41. Warranties.
(a) Hazardous Substances. Tenant warrants that it shall not
bring on the
Premises any item which constitutes "Hazardous Material" as
defined in Title 7,
Subtitles 1 and 2 of the Environment Article of the Annotated Code
of Maryland
and all regulations thereunder.
(b) Landlord warrants to its knowledge, the Premises do not
contain any toxic
or unlawful substances which may prove harmful to Tenant, its
employees or
invitees.
42. Locks. Tenant, at its expense, may change or add a lock to
the entry way
of the Premises if necessary for security purposes provided a key
is provided
immediately to Landlord.
43. Net Lease. Except for the obligations of Landlord expressly
set forth
herein, this Lease is a "net, net, net lease" and Landlord shall
receive the
minimum annual rent hereinabove provided as net income from the
Premises, not
diminished by any Imposition or any expenses or charges required
to be paid to
maintain and carry the Premises or to continue the ownership of
Landlord, other
than payments under any mortgages now existing or hereafter
created by
Landlord, and Landlord is not and shall not be required to render
any services
of any kind to Tenant except as specifically set forth in this
Lease.
44. Walkway. Landlord, at Landlord's expense, agrees to
construct a concrete
walkway from the 5 reserved spaces in the parking lot in front of
the Premises
to the entrance to the Premises as shown on Exhibit H attached
hereto and made
a part hereof. Landlord agrees to complete the construction of the
walkway no
later than thirty (30) days after the execution of the Lease
unless prior to
commencement of the construction of the walkway, Tenant requests a
delay in
Landlord's performance.
45. Security Deposit. Tenant, simultaneously with the execution
of this
Lease, shall deposit with Landlord the security deposit of
$21,262.00 which sum
shall be held without payment of interest as security for the
performance by
Tenant of its obligations under this Lease. Landlord is authorized
to deposit
those funds in a non-interest-bearing account with security
deposits made by
other tenants of portions of the Complex, and Landlord shall not
be responsible
for the solvency of the depository so long as it is insured by the
Federal
Deposit Insurance Corporation, the Federal Savings and Loan
Insurance
Corporation, or similar insurer. If Tenant shall perform all such
obligations,
the security deposit shall be refunded to Tenant, without
interest, within
thirty (30) days after termination of this Lease. If Tenant shall
default in
any obligation, Landlord shall be entitled to apply any or all of
the security
deposit toward Landlord's damages as determined by Landlord, and
Tenant shall,
within five (5) days after notice thereof, deposit with Landlord
an amount
sufficient to restore the security deposit to its original amount,
which amount
shall constitute Additional Rent under the Lease.
46. Exhibits. The following Exhibits are attached to this Lease
and made a
part hereof:
A Premises
B Legal Description
C Plans (Not Applicable)
D Operating Costs
E Not Applicable
F Pre-Existing Rights
C Rules and Regulations
H Walkway Drawing
I Promissory Note
47. Loan. Landlord agrees to loan Tenant the sum of $125,000 to
be used
solely for the purpose of Making improvements at the Premises.
Tenant agrees to
execute the Promissory Note attached hereto as Exhibit I
simultaneously with
the execution of this Agreement to Lease.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement under seal
the day and year first above written.
ATTEST: TSI TelSys, INC.
By:
ATTEST: BRIT LIMITED PARTNERSHIP,
A Maryland Limited Partnership
BY: BECO MANAGKKENT, INC., agent
For BRIT Limited Partnership
By:
"Landlord"
EXHIBIT "A"
Floor Plan Graphic
EXHIBIT "B"
LEGAL DESCRIPTION OF THE LOT IN
COLUMBIA GATEWAY, HOWARD COUNTY, MARYLAND
All that lot or parcel of ground situate in the 6th Election
District of Howard
County, in the State of Maryland and describe as follows, that is
to say:
BEING KNOWN AND DESIGNATED as Lot M-7, M-8, M-9 and S-12, as shown
on a plat
entitled "Columbia Gateway, Lots S-12 and S-14 and Parcels M-7
through M-9, a
re-subdivision of lot S-9 as shown on Plat No. 9713 and a Re-
subdivision of
Parcel M-6 as shown on Plat No. 9193 and recorded in the Plat
Records of Howard
County, Maryland in Plat M.D.R. 10131.
BEING part of the land which was acquired by Brit Limited
Partnership by Deed
dated June 29, 1992, and recorded among the Land Records of Howard
County,
Maryland.
EXHIBIT "C"
PLANS
Not Applicable
EXHIBIT "D"
OPERATING COSTS
1995 OPERATING BUDGET
PROPERTY: THREE PONDS BUSINESS PARK CONSOLIDATED
RENTABLE SF: 145,778
PREPARED BY: JONATHAN OSEROFF
DATE: JANUARY 1O,1995 - FINAL
ACCOUNT # DESCRIPTION 7100 7090 7080 PROJECTED COST $/SF
% OF TOTAL
50010 OFFICE SALARIES 0 0 0 0
0.000 0.00
51000 MANAGEMENT FEE 25,799 39,479 15,318 80.596
0.553 24.15
52010 TELEPHONE 0 0 0 0
0.000 0.00
52050 DUES/SUBSCRIPTIONS 0 0 0 0
0.000 0.00
52070 RENT (GROUND) 0 0 0 0
0.000 0.00
52080 OFFICE SUPPLIES 29 25 20 74
0.001 0.02
52085 OFFICE EQUIPMENT/ FURNITURE
44 37 30 111
0.001 0.03
52090 OFFICE EQUIPMENT - LEASE
0 0 0 0
0.000 0.00
52100 UNIFORMS 80 68 54 202
0.001 0.06
52300 LEGAL FEES 0 0 0 0
0.000 0.00
52305 LEGAL FEES - COURT COSTS
144 0 0 144
0.001 0.04
52310 ACCOUNTING FEES 200 200 200 600
0.004 0.18
52320 PROFESSIONAL FEES 0 0 0 0
0.000 0.00
52330 CONCIERGE SERVICES 0 0 0 0
0.000 0.00
52350 PAYROLL SERVICES 0 0 0 0
0.000 0.00
52400 DONATIONS 0 0 0 0
0.000 0.00
52700 TENANT AMENITIES 0 0 0 0
0.000 0.00
52800 PROMOTIONS 1,918 2,684 1,698 6,300
0.043 1.89
53010 ELECTRIC 5,056 2,518 0 7,574
0.052 2.27
53020 GAS 0 0 0 0
0.000 0.00
53040 WATER/SEWER 1,578 1,872 1,037 4,487
0.031 1.34
54010 REPAIRS/MAINTENANCE - SUPPLIES
124 105 84 313
0.002 0.09
54011 REPAIRS/MAINTENANCE - DOORS/WINDOWS
75 64 51 190
0.001 0.05
54012 REPAIRS/MAINTENANCE - ELECTRICAL
0 0 0 0
0.000 0.00
54013 REPAIRS/MAINTENANCE - PLUMBING
1,500 0 0 1,500
0.010 0.45
54014 REPAIRS/MAINTENANCE - ROOF
500 500 500 1,500
0.010 0.45
54015 REPAIRS/MAINTENANCE - MATS
0 0 0 0
0.000 0.00
54016 REPAIRS/MAINTENANCE - SPECIAL SERVICES
0 0 0 0
0.000 0.00
54017 REPAIRS/MAINTENANCE - PARKING LOT/GARAGE/WALKS
2,000 0 0 2,000
0.014 0.60
54020 REPAIRS/MAINTENANCE - EQUIPMENT
29 25 20 74
0.001 0.02
54030 REPAIRS/MAINTENANCE - LABOR
0 0 0 0
0.000 0.00
54035 REPAIRS/MAINTENANCE - SIGNAGE
0 0 0 0
0.000 0.00
54040 REPAIRS/MAINTENANCE - OTHER
1,208 500 500 2,208
0.015 0.67
54045 BUILDING ENGINEERS - LABOR
3,900 3,316 2,656 9,872
0.068 0.66
54055 LANDSCAPING - CONTRACT
8,457 7,191 5,760 21,408
0.147 6.41
54065 LANDSCAPING - REPAIRS/ENHANCEMENTS
1,889 8,006 1,946 11,841
0.081 3.55
54075 LANDSCAPING - INTERIOR 0 0 0 0
0.000 0.00
54080 SNOW REMOVAL - CONTRACT
12,103 10,292 8,242 30,638
0.210 9.18
54090 SNOW REMOVAL - SUPPLIES
71 60 48 179
0.001 0.05
54100 JANITORIAL - CONTRACT
7,875 0 0 7,875
0.054 2.36
54110 JANITORIAL - SUPPLIES/OTHER
0 0 0 0
0.000 0.00
54200 TRASH REMOVAL 4,392 0 2,928 7,320
0.050 2.19
54205 TRASH REMOVAL - RECYCLING
0 0 1,017 1,017
0.007 0.30
54210 EXTERMINATION 0 0 0 0
0.000 0.00
54220 SECURITY - CONTRACT 0 0 0 0
0.000 0.00
54230 SECURITY - PAYROLL 0 0 0 0
0.000 0.00
54240 SECURITY - OTHER 559 0 786 1,345
0.009 0.40
54250 LIFE SAFETY 1,015 175 550 1,740
0.012 0.52
54300 ELEVATOR - CONTRACT 0 0 0 0
0.000 0.00
54310 ELEVATOR - OTHER 0 0 0 0
0.000 0.00
54350 HVAC - CONTRACT 0 0 0 0
0.000 0.00
54360 HVAC - OTHER 0 0 0 0
0.000 0.00
54370 HVAC - LABOR 0 0 0 0
0.000 0.00
56010 REAL ESTATE TAXES 48,456 41,206 32,999 122,662
0.841 36.75
56040 OTHER TAXES/LICENSES 0 0 0 0
0.000 0.00
56050 INSURANCE 3,959 3,345 2,679 9,982
0.068 2.99
132,960 121,669 79,124 333,752
2.289 100.00
1995 LEASING EXPENSE BUDGET
ACCOUNT # DESCRIPTION 7100 7090 7080 PROJECTED COST $/SF
52600 LEASING - PROMOTIONS
1,122 954 764 2,840
0.019
52610 LEASING - ADVERTISING 198 168 135 500
0.003
52620 LEASING - MARKETING 0 0 0 0
0.000
52630 LEASING - OVERNIGHT/MESSENGER
24 20 16 60
0.000
52640 LEASING - LEGAL 972 826 662 2,460
0.017
52650 LEASING - SPACE PLANNING
543 462 370 1,374
0.009
52660 LEASING - POSTAGE 0 0 0 0
0.000
2,858 2,430 1,946 7,234
0.050
PROPERY TOTAL 340.986
2.339
1995 OPERATING BUDGET
PROPERTY: THREE PONDS BUSINESS PARK CONSOLIDATED
RENTABLE SF: 145,778
PREPARED BY: JONATHAN OSEROFF
DATE: JANUARY 1O,1995 - FINAL
ACCOUNT # DESCRIPTION 7100
50010 OFFICE SALARIES 0
51000 MANAGEMENT FEE 25,799
52010 TELEPHONE 0
52050 DUES/SUBSCRIPTIONS 0
52070 RENT (GROUND) 0
52080 OFFICE SUPPLIES 29
52085 OFFICE EQUIPMENT/FURNITURE 44
52090 OFFICE EQUIPMENT - LEASE 0
52100 UNIFORMS 80
52300 LEGAL FEES 0
52305 LEGAL FEES - COURT COSTS 144
52310 ACCOUNTING FEES 200
52320 PROFESSIONAL FEES 0
52330 CONCIERGE SERVICES 0
52350 PAYROLL SERIVCES 0
52400 DONATIONS 0
52700 TENANT AMENITIES 0
52800 PROMOTIONS 1,918
53010 ELECTRIC 5,056
53020 GAS 0
53040 WATER/SEWER 1,578
54010 REPAIRS/MAINTENANCE - SUPPLIES 124
54011 REPAIRS/MAINTENANCE - DOORS/WINDOWS 75
54012 REPAIRS/MAINTENANCE - ELECTRICAL 0
54013 REPAIRS/MAINTENANCE - PLUMBING 1,500
54014 REPAIRS/MAINTENANCE - ROOF 500
54015 REPAIRS/MAINTENANCE - MATS 0
54016 REPAIRS/MAINTENANCE - SPECIAL SERVICES 0
54017 REPAIRS/MAINTENANCE - PARKING LOG/GARAGE/WALKS 2,000
54020 REPAIRS/MAINTENANCE - EQUIPMENT 29
54030 REPAIRS/MAINTENANCE - LABOR 0
54035 REPAIRS/MAINTENANCE - SIGNAGE 0
54040 REPAIRS/MAINTENANCE - OTHER 1,208
54045 BUILDING ENGINEERS - LABOR 3,900
54055 LANDSCAPING - CONTRACT 8,457
54065 LANDSCAPING - REPAIRS/ENHANCEMENTS 1,889
54075 LANDSCAPING - INTERIOR 0
54080 SNOW REMOVAL - CONTRACT 12,103
54090 SNOW REMOVAL - SUPPLIES/OTHER 0
54200 TRASH REMOVAL 4,392
54205 TRASH REMOVAL - RECYCLING 0
54210 EXTERMINATION 0
54220 SECURITY - CONTRACT 0
54230 SECURITY - PAYROLL 0
54240 SECURITY - OTHER 559
54250 LIFE SAFETY 1,015
54300 ELEVATOR - CONTRACT 0
54310 ELEVATOR - OTHER 0
54350 HVAC - CONTRACT 0
54360 HVAC - OTHER 0
54370 HVAC - LABOR 0
56010 REAL ESTATE TAXES 48,456
56040 OTHER TAXES/LICENSES 0
56050 INSURANCE 3,959
132,960
1995 LEASING EXPENSE BUDGET
ACCOUNT # DESCRIPTION 7100
52600 LEASING - PROMOTIONS 1,122
52610 LEASING - ADVERTISING 198
52620 LEASING - MARKETING 0
52630 LEASING - OVERNIGHT/MESSENGER 24
52640 LEASING - LEGAL 972
52650 LEASING - SPACE PLANNING 543
52660 LEASING - POSTAGE 0
2,858
EXHIBIT "E"
SIGN EXHIBIT
Not applicable
EXHIBIT "F"
PRE-EXISTING RIGHTS
BLDG # SUITE # TENANT NAME RIGHTS LOCATION
SPECIFICS
70 100 NUCLETRON 01/01/93 LEASE SECTION 39,
PAGE 13 LL
FIRST RIGHT TO ANY AVAILABLE SPACE IN THE COMPLEX; MUST GIVE
NOTICE TO TENANT
OF SPACE AVAILABILITY; TENANT HAS 10 DAYS FROM NOTICE TO LEASE THE
SPACE; IF
ACCEPTED, NEW LEASE WILL BE COTERMINOUS WITH EXISTING LEASE AND
RENT WILL BE AT
THE SAME RATE AS EXISTING LEASE.
72 100 PRIMACARE 11/04/93 LEASE SECTION 38,
PAGE 13 LL
FIRST RIGHT TO ANY CONTIGUOUS SPACE IN THE BUILDING; MUST GIVE
NOTICE TO TENANT
OF SPACE AVAILABILITY; TENANT HAS 10 DAYS FROM NOTICE TO LEASE THE
SPACE; IF
ACCEPTED, NEW LEASE WILL BE COTERMINOUS WITH EXISTING LEASE, BUT
RENT WILL BE
AT $7/SF FOR THE FIRST TWO YEARS, THEN MARKET RATE THEREAFTER;
RENT WILL BE
INCR. BY UNAMORTIZED PORTION OF COSTS OF LEASEHOLD IMPROVEMENTS
FOR THE
EXPANSION SPACE.
72 208 NIKE 10/18/95 AMENDMENT SECTION
10, PAGE 4
FIRST RIGHT TO ANY CONTIGUOUS SPACE ON THE FIRST FLOOR THAT
BECOMES AVAILABLE
DURING THE LEASE TERM; NOTE THAT LEASE TERM PER AMENDMENT
COMMENCES 4/1/96.
Agreement of Lease
By and between
Brit Limited Partnership
and
Exhibit G
CURRENT RULES AND REGULATIONS,
1. The sidewalks,lobbies. Passages, elevators and stairways
shall not be
obstructed by the Tenent and used by the Tenant for any purpose
other than
ingress and egress from and to the Tenant's offices. 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 Building or of any tenant of
the
Property.
2. The toilet rooms', water closets, sinks, faucets, plumbing
and other
service apparatus of any kind shall not be used by the Tenant for
any purpose
other than those for which they were installed, and no sweepings,
rubbish,
rags, ashes, chemicals or other refuse or injurious substances
shall be placed
therein or used in connection therewith by the Tenant, or left by
the Tenant in
the lobbies, passages, elevators or stairways of the Building.
3. No skylight, window, door or transom of the Building shall
be covered or
obstructed by the Tenant, and no window shade, blind, curtain,
screen, storm
window, awning or other material shall be installed or placed on
any window or
in any window space, except as approved in writing by the
landlord. If the
Landlord has installed or hereafter installs any shade, blind or
curtain in the
Premises, the Tenant shall not remove it without first obtaining
the Landlord's
written consent thereto.
4. No sign, lettering; insignia, advertisement, notice or other
thing shall
be inscribed, painted, installed, erected or placed in any portion
of the
Premises which may be seen from outside the Building, or on any
window, window
space or other part of the exterior or interior of the Building,
unless first
approved in writing by the Landlord. Names on suite entrances
shall be provided
by and only by the Landlord and at Tenant's expense, using in each
instance
lettering of a design and in a form consistent with the other
lettering in the
Building, and first approved in writing by the Landlord. The
Tenant shall/will
not erect and stand, booth or showcase or other article or matter
in or upon
the Premises and/or the building without first obtaining the
Landlord's written
consent thereto.
5. The Tenant shall not place any additional lock or security
devices upon
any door within the Premises or elsewhere upon the Property
without Landlord's
consent, and shall surrender all keys for all such locks at the
end of the
Term. The Landlord shall provide the Tenant with one set of keys
to the
Premises when the Tenant assumes possession thereof.
6. The.delivery of towels, ice, water, food, beverages,
newspaper and other
supplies, equipment and furniture will be permitted only under the
Landlord's
direction and control.
7. The Tenant shall not do or permit to be done anything which
obstructs or
interferes with the rights of any other tenant of the Property.
The Tenant
shall not keep anywhere within the Property any matter having an
offensive
odor, or any kerosene, gasoline, benzins, camphene, fuel or other
explosive or
highly flammable material. No bird. fish or other animal shall be
brought into
or kept in or about the Premises.
8. The Tenant shall keep the Premises in a good state of
preservation and
cleanliness while in possession of the Premises.
9. If the Tenant desires to install signaling, telegraphic,
telephonic,
protective alarm or other wires, apparatus or devices within the
Premises, the
Landlord shall direct where and how they are to be installed and,
except as so
directed, no installation, boring or cutting shall be permitted.
The Landlord
shall, have the right (a) to prevent or interrupt the transmission
of
excessive, dangerous or annoying current of electricity or
otherwise into or
through the Building or the Premises, (b) to require the changing
of wiring
connections or layout at the Tenant's expense, to the extent that
the Landlord
may deem necessary, (c) to require compliance with such reasonable
rules as the
Landlord may establish relating thereto, and (d) in the event of
noncompliance
with such requriments or rules, immediately to cut wiring or do
whatever else
it considers necessary to remove; the danger; annoyance or
electrical
interference with apparatus in any part of the Building. Each wire
installed by
the Tenant must be clearly tagged at each distributing board and
junction box
and elsewhere where required by Landlord, with the number of the
office to
which such wire leads and the purpose for which it is used,
together with the
name of the tenant or other concern, if any, operating or using
it.
10. No furniture, package, equipment, supplies or merchandise
may be received
in the Building, or carried up or down in the elevators or
stairways, except
during such hours as are designated for such purpose by the
Landlord, and only
after Tenant gives notice thereof to the Landlord. The Landlord
shall have the
exclusive right to prescribe the method and manner in which any of
the same is
brought into or taken out of the Building, and the right to
exclude from the
Building any heavy furniture, safe or other article which may
create a hazard
and to require it to be located at a designated place in the
Premises. The
Tenant shall not place any weight anywhere beyond the safe
carrying capacity of
the building. The cost of repairing any damage to the Building or
any other
part of the property caused by taking of the same in or out of the
premises, or
any damage causd while it is in the Premises or the rest of the
Building, shall
be borne by the Tenant.
11. Without the Landlord's prior written request, (a) nothing
shall be
fastened to (and no hole shall be drilled, or nail or screw driven
into) any
wall or partition, (b) no wall, or partition shell be painted,
papered or
otherwise covered or moved in any way or marked or broken, (c) no
connection
shall be made to any electrical wire for running any fan, motor or
other
apparatus, device or equipment, (d) no machinery of any kind other
than
customary small business machinery shall be allowed in the
Premises, (e) no
switchboard or telephone wiring or equipment shall be placed
anywhere other
than where designated by the Landlord, and (f) no mechanic shall
be allowed to
work in or about the Building other than one employed by the
Landlord, unless
approved in writing by Landlord.
12. The Tenant shall have access to the premises at all
reasonable times. The
Landlord shall in no event be responsible for admitting or
excluding any person
from the Premises. In case of invasion, hostile attack,
insurrection, mob
violence, riot, public excitement or other commotions, explosion,
fire or any
casualty, the Landlord shall have the right to bar or limit access
to the
Building to protect the safety of the occupants of the Property,
or any
property within the Property.
13. The Landlord shall have the right to rescind, suspend or
modify the Rules
and Regulations and to promulgate such other Rules or Regulations
as, in the
Landlord's reasonable judgment, are from time to time needed for
the safety,
care, maintenance, operation and cleanliness of the Building, or
for the
preservation of good order therein. Upon the Tenant's having been
given notice
of the taking of any such action, the Rules and Regulations as if
in effect at
the time at which the Tenant's lease was entered into (except that
nothing in
the Rules and Regulations shall be deemed in any way to alter or
impair any
provision of such lease).
14. The use of any room within the building as sleeping quarters
is strictly
prohibited at all times.
15. The Tenant shall keep the windows and doors of the Premises
(including
those opening on corridors and all doors between rooms entitled to
receive such
service), closed while the heating or air conditioning system is
operating, in
order to minimize the energy used by, and to conserve the
effectiveness of,
such systems. The Tenant shall comply with all reasonable Rules
and Regulations
from time to time promulgated by the Landlord with respect to such
Systems or
their use.
16. 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 (whether or not the Landlord
has the right
to enforce them against such tenant or person), and no such
nonenforcement 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.
Exhibit "H"
Walkway Drawing
Exhibit "I"
Promissory Note
$125,000 1995
FOR VALUE RECEIVED, the undersigned promises to pay to the
order of BRIT
Limited Partnership ("Holder"), c/o BECO Management, Inc., 11140
Rockville
Pike, Ste. 300, Rockville, Maryland 20852 or at such other place
or to such
other party or parties as the holder of this Promissory Note may
from time to
time designate, the principal sum of One Hundred Twenty-Five
Thousand Dollars
($125,000) plus interest at the rate of twelve percent (12%) per
annum, in
twenty-four (24) equal monthly installments of Five Thousand Eight
Hundred
Twenty-Five Dollars and Ninety-Two Cents ($5,825.92), commencing
December 1,
1995.
If default be made in the payment of any installment of
principal or any
other sums payable pursuant to the terms of this Promissory Note
then or at any
time thereafter, and such default is not cured within five (5)
days, at the
option of Holder, the whole of the principal sum then remaining
unpaid plus
interest thereafter at the rate of fifteen percent (15%) per
annum, shall
immediately become due and payable without notice. Failure to
exercise such
right or any other rights to which Holder may be entitled in the
event of any
such default shall not constitute a waiver of the right to
exercise such right
or any other rights in the event of any subsequent default,
whether of the same
or different nature.
The undersigned and all endorsers, guarantors and all
persons liable or
to become liable on this Promissory Note waive presentment,
protest and demand,
notice of protest, demand and dishonor and non-payment of this
Promissory Note,
and consent to any and all renewals and extensions in the time of
payment
hereof, and agree, further, that at any time and from time to time
without
notice, the terms of payment herein may be modified, without in
anyway
affecting the liability of any party to this instrument or any
person liable or
to become liable with respect to any indebtedness evidenced
hereby.
In the event that the undersigned shall become insolvent or
institute a
general proceeding of any nature under the United States
Bankruptcy Code, or
under any State insolvency statute, or if any proceeding for the
appointment of
a receiver be applied for, or a writ, lien or order of attachment
or
garnishment be issued or made against the property, assets or
income of the
undersigned, or in the event the holder, in its discretion, deems
the prospect
of payment insecure, then this obligation shall immediately become
due and
payable in full, whether according to its face or not.
If this Promissory Note is forwarded to an attorney for
collection after
the maturity hereof (whether by acceleration, declaration,
extension or
otherwise), the undersigned shall pay on demand all costs and
expenses of
collection, including a reasonable attorney's fee of no more than
fifteen
percent (15%) of the balance of this Promissory Note then
remaining due and
payable hereunder.
The undersigned and any and all guarantors agree upon any
default
hereunder to waive the benefits of any exemption now or hereafter
allowed by
law insofar as such exemptions may lawfully be waived. The
undersigned and any
and all guarantors hereby constitute and appoint the attorney of
Holder, with
power of substitution, or any clerk of any court of the United
States or any
jurisdiction thereof, as the undersigneds' true and lawful
attorney in fact, to
act for the undersigned and in the undersigneds' name and stead,
to acknowledge
service of any and all legal papers or any kind of suit brought
for collection
of this obligation and to confess judgment thereon, including
court costs,
interest at fifteen percent (15%), and attorneys' fees of fifteen
percent (15%)
of the remaining principal sum, hereby ratifying and confirming
the acts of
said attorney in fact as fully as if don, in person.
Holder may assign this Promissory Note to any transferee who
shall
thereupon become vested with all right. of Holder.
Any rights given hereunder and by any other instrument shall
be
cumulative to the end that the exercise of any such right shall
not preclude
the exercise by the payee of any other right given to it
hereunder. All
references herein to the undersigned shall apply with like affect
to each of
the undersigned if more than one.
This Note has been delivered pursuant to the provisions of
an Agreement
to Lease between Holder and Payar dated November
1995.
In Witness Whereof, this Promisory Note has been executed
under seal the
day and year first above written.
WITNESS: TSI Telsys, Inc.,
a Maryland corporation
By: (SEAL)
July 12, 1996
Mr. Edward J. O'Malley
Manager, Contracts & Procurement
TSI TelSys, Inc.
7100 Columbia Gateway Drive
Suite 150
Columbia, MD 21046
Re: Three Ponds Business Park
Dear Mr. O'Malley:
All of us at BECO Management, Inc. would like to thank you and
congratulate you
on your decision to expand at Three Ponds Business Park. Enclosed
for your
records is an executed copy of the Third Amendment between you
with and BRIT
Limited Partnership. We look forward to providing you with an
outstanding
environment and watching your business prosper and grow into the
21st century.
Please continue to direct your property management questions and
suite
construction question to Tony Eastridge, the Three Ponds Business
Park property
manager, at the phone number listed below. We encourage your
questions and
would be happy to meet with you at any time.
Sincerely,
BECO MANAGEMENT, INC.
Claire Ruben
Lease Administration
First Amendment to Lease
This first amendment to lease (this"Amendment") is made this 2nd
day of July,
1996, by and between BRIT Limited Partnership, a Maryland limited
partnership
("Landlord"), and TSI TelSys, Inc., a Maryland corporation
("Tenant").
Recitals:
A. Landlord and Tenant entered into a lease Agreement dated
November 22,
1995(the "Lease") for approximatley 15,008 retable square feet of
space and
known as Suite 150, located in the office building located at 7100
Columbia
Gateway Drive, Columbia, Maryland 21046 - Building C (the
"Building"), within
the complex known as Three Ponds Business Park (the "Complex").
B. Tenant desires to lease from Landlord an additional 6,756
rentalbe squre
feet of space in the Building known as Suite 130, upon the same
terms and
condiditons contained in the Lease, except as modified herein.
C. The parties hereto desire to modify the Lease to reflect among
other things,
the leasign of the additional space by Tenant.
Now, therefore, in consideration of the premises and such other
good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties do hereby agree to amend the Lease as
follows:
1. Capitalized Terms. Unless otherwise stated, capitalized
terms are defined
as provided in the Lease. To the extent the provisions of this
Amendment are
inconsistent with the provisions of the Lease, the provisions of
this Amendment
shall be controlling.
2. Lease. Landlord hereby leases to Tenant and Tenant hereby
leases from
Landlord an additional 6,756 rentable square feet of space know as
Suite 130 as
shown on Exhibit "A" attached hereto (the "Additional Space").
3. Premises. The Lease hereby amended to provide that the
"Premises," as
defined in Section 1 of the Lease, shall consist of approximately
21,764
rentable square feet of space, consisting of (I) 15,008 rentable
spuare feet of
space known as Suite 150 (the "Existing Space"), and (ii) 6,756
rentable square
feet of space known as Suite 130 (i.e., the Additional Space).
4. Term.
(a) Commencement Date. Landlord and Tenant hereby agree that the
lease term
for the Additional Space shall commence (the "Additional Space
Commencement
Date") on the earlier of (I) the first day after the date on which
the Landlord
substantially completes (as described in Paragraph 4(b) below) the
Landlord's
Work under the provisions of Paragraph 8 hereof and tenders
possession thereof
to Tenant, or (ii) the date on which Tenant commences beneficial
use of the
Additional Space. Tenant shall be deemed to have commenced
beneficial use of
the Additional Space when Tenant begins to move furniture,
furnishings,
inventory, equipment or trade fisxtures into the Additional Space.
Other than
the additonal Space Commencement Date, the provisions prertining
to the lease
term for the Additonal Space shall be governed by the terms of the
Lease, such
that the term for the Additonal Space shall coincide with the term
for the
Existing Space as set forth in the Lease. Notwithstanding the
foregoing, if
Landlord is delayed in completing construction of the Additional
Space as a
result of any of the reasons set forth in Paragraph 4(b), then for
purposes of
determing the Addiotnal Space Commencement Date, the Additonal
Space shall be
deemed to have been substantially complete on the date determined
in accordance
with Paragraph 4(b).
(b) Substantial Completion. Except as otherwise provided in this
Paragraph
4(b), the Additional Space shall be deemed to be substantially
complete when
the Landlord's Work to be performed by Landlord pursuant to
Paragraph 8 has
been completed, as certified by Landlord's architect or
construction
department, except for items of work and adjustment of equipment
and fixtures
that can be completed after the Additional Space are occupied
without causing
more than minor interference with Tenant's use of the Additional
Space (i.e.,
the "punch list" items). If Landlord shall be delayed in
completing the
Additional Space as a result of any delay caused by Tenant, then
for purposes
of determining the Additional Space Commencement Date, the
Additional Space
shall be deemed to have been substantially complete on the date
that Landlord's
architect or construction department determines1 in its reasonable
judgment,
that the Additional Space would have been substantially complete
if such delay
or delays had not occurred. Landlord shall use reasonable
commercial efforts to
complete punch list items within thirty (30) days of Tenant's
occupancy of the
Premises, except Landlord shall have an additional reasonable
amount of time if
its efforts are delayed or hindered by a force majeure event or an
event
otherwise beyond Landlord's control.
(c) Commencement Date Certificate. Promptly after the Additional
Space
Commencement Date is ascertained, Landlord and Tenant shall
execute a
certificate, in the form attached hereto as Exhibi tD, which
certificate shall
set forth the Additional Space Commencement Date.
5. Completion of Improvements. Tenant shall accept the
Additional Space on
the Additional Space Commencement Date in their "as is" condition.
The
improvements by Landlord to the Additional Space shall be
performed in
accordance with the terms of Paragraph 8 below.
6. Rent. Section 5(a) of the Lease is hereby amended in part to
reflect that
the number of rentable square feet has been increased to include
the Additional
Space, as follows:
Lease Year Annual PSF Rental Rate Square Feet Annual
Base Rent
1 (months 1-9 $5.66) 15,088 until To be
calculated upon
(months 10-12 $8.50) Additional Space
determination of
Commencement Date Additional
Space
Commencement Date
2 $8.76 21,764
$190.652.64
3 $9.01 21,764
$196.093.64
4 $9.28 21,764
$201,969.92
5 $9.56 21,764
$208,063.84
6 $9.85 21,764
$214,375.40
7 $10.15 21,764
$220,904.60
8 $10.45 21,764
$227,433.80
9 $10.77 21,764
$234,398.28
10 $11.10 21,764
$241,580.40
If the Additional Space Commencement Date is a day other then the
first day of
a month, then the base rent for the month in which the Additional
Space
Commencement Date occurs shall be pro-rated as of the Additional
Space
Commencement Date.
In addition to the amounts set forth above, Tenant shall pay as
additional base
rent the Allowance for Additional Space Improvements, together
with interest
thereon, as set forth in Paragraph 9 below.
7. Proportionate Share. Effective on the Additional Space
Commencement Date,
Section 30(e) of the Lease is hereby amended to reflect that the
square footage
of the Premises has been increased to 21,764, that Tenant's
proportionate share
of the Building equals 37.66%, and that Tenant's proportionate
share of the
Complex equals 14.97%.
8. Tenant Improvements - Landlord's Work. Landlord shall
perform the work
set forth on Exhibit B, using building standard materials and
specifications
(the "LandIord's Work11). Except for Landlord's Work, Landlord is
under no
obligation to make any alterations, decorations, additions or
improvements in
or to the Premises. Landlord's Work may be performed during normal
business
hours, but Landlord shall coordinate the completion of Landlord's
Work so as to
not unreasonably interfere with Tenant's use of the Premises.
There shall be no
rental reduction or other abatement during the period of the
performance of
Landlord's Work. Any delay in Landlord's completion of the
Landlord's Work
caused by modifications requested by Tenant shall constitute a
tenant delay for
purposes of determining the date of substantial completion.
9. Tenant Improvements - Tenant's Work.
(a) Tenant's Work. Tenant shall construct ("Tenant's Work")
additional
improvements to the Additional Space (the" Additional Space
Improvements")
according to plans and specifications approved by Landlord. Tenant
shall be
responsible for all costs of constructing Tenant's Work, except
that Landlord
shall contribute up to $13,000.00 to reimburse Tenant (upon
Landlord's receipt
of evidence of costs) for costs and expenses incurred by Tenant
for repainting
the painted surfaces of the Additional Space, recarpeting the
carpeted surfaces
of the Additional Space, and the installation of the cove base in
the
Additional Space. Tenant shall flinush, and provide copies to
Landlord of, all
working drawings for architecture, plumbing, mechanical,
electrical, telephone
and other requirements for construction of the Additional Space
Improvements,
and all permits pertaining to the construction, inspection and
approval of
Tenant's Work. Such requirements shall include the categories of
work and all
other items necessary to complete construction of the Additional
Space
Improvements. Said working drawings must be approved in writing by
Landlord and
after such approval shall be defined as '1Tenantts Plans." Any
changes or
modifications to Tenant's Plans must also be approved in writing
by Landlord
prior to construction on same. A copy of the approved working
drawings will be
attached hereto as Exhibit C and shall he referred to as Tenant's
Plans. Tenant
and Landlord each covenants and agrees that it will flilly and
Thithfi~ly
comply with all reasonable response requirements to assure timely
completion of
the Additional Space Improvements, time being of the essence. The
following
conditions shall apply to the construction of the Additional Space
Improvements:
(i) Tenant, before its work is started shall: seure all
licelises and permits
recessary therefor; deliver to Landlord a statement of the names
of all its
contractors and subcontractors; and cause each contractor to carry
workmen1s
compensation insura~ in statutory amounts covering all the
contractor's and
subcontractor's employees and cornprehensive public liability
insurance with
such limits as Landlord may reasonably require, but in no event
less than
$3,OO0,OOO/$l,O00,000 and property damage insurance with limits of
not less
than $1,000,000 (all such insurance to be written with companies
reasonably
approved by Landlord and insuring Landlord and Tenant as well as
the
contractors), and to deliver to Landlord copies of certificates of
all such
insurance;
(ii) Tenant agrees to pay promptly when due the entire cost of
any work done
on the Premises by Tenant, its contractors and subcontractors, and
not to cause
or permit any liens for labor or materials performed or flirnished
in
connection therewith to attach to the property on which the
Building is
located, the Building or the Premises and irnmediately to
discharge any such
liens which may so attach as provided herein, and Tenant shall
obtain lien
waivers from all contractors, subcontractors, mechanics and
materialmen that
provide goods or services to the Additional Space;
(iii) All construction work shall be done in a good and
workmanlike manner and
in compliance with all applicable laws and ordinances, regulations
and orders
of governmental authority and insurers of the Building;
(iv) Tenant's Work shall be in accordance with Tenant's Plans. All
alterations
and construction carried out by Tenant shall be perforrned by
contractors
approved by the Landlord and in accordance with Landlord's
construction
guidelines. Landlord shall provide Tenant with a list of approved
contractors.
Tenant shall use the structural and HVAC engineers provided by
Landlord, but
may use mechanical, electrical and plumbing engineers of its own
selection,
provided that they coordinate with Landlord's engineers. Tenant
shall bear the
cost of all such services.
(b) Improvement Allowance. Landlord shall lend to
Tenant up to
Sixty-Seven Thousand Five Hundred Sixty and 00/100 Dollars
($67,560.00) (the
"Maximum Amount") to be used solely, and for no other reason, as
an allowance
for the costs and expenses of the Additional Space Improvements
(the
"Allowance"). If the total amount borrowed by Tenant is less than
the Maximum
Amount, then Landlord and Tenant shall certify as to the specific
amount of the
Allowance actually borrowed by Tenant as soon as practicable.
Provided Tenant
is not in default hereunder, Landlord shall disburse the Allowance
in
accordance with the architecture, construction and related
agreements
evidencing work on the Additional Space Improvements. At
Landlord's request,
Tenant shall execute a security agreement whereby tenant shall
grant to
Landlord a security interest in all goods, inventory, equipment,
fixtures and
other personal property belonging to Tenant which are placed into
the
Additional Space during the Term, and all proceeds of the
foregoing.
(c) Tenant's Repayment of Improvement Allowance. Tenant shall
repay the
Allowance, together with interest thereon at the rate of 10.5% per
annum
compounded monthly over the Term of the Lease, commencing on the
Additional
Space Commencement Date, as part of Base Rent as set forth in
Section 5(a) of
the Lease, as amended by Paragraph 6 of this Amendment. If the
actual amount of
the Allowance has not been determined as of the Additional Space
Commencement
Date, then for purposes of paying Base Rent, it will be assumed
that the amount
of the Allowance is the Maximum Amount. In the event that the
actual amount of
the Allowance is determined to be less than the Maximum Amount,
then any excess
amounts paid by Tenant shall be credited to the next payment(s) of
Base Rent
due from Tenant. If an Event of Default occurs or upon any
termination of the
Lease prior to the Termination Date of the Lease, the entire
amount of the
Allowance shall become immediately due and payable. To the extent
not
considered Base Rent hereunder, all amounts payable pursuant to
this Paragraph
9 by Tenant shall be considered additional rent and are subject to
the
provisions of the Lease.
10. Parking. The number of unreserved parking spaces allocated
to Tenant, as
set forth in Section 37 of the Lease, is hereby increased by 23
additional
unreserved parking spaces within the Complex. The number of
reserved parking
spaces allocated to Tenant, as set forth in Section 37 of the
Lease, is hereby
increased by five (5) additional reserved parking spaces within
the Cornplex,
at no additional cost to Tenant, at locations to be mutually
agreed upon by
Landlord and Tenant.
11. Due Execution. Each of the individuals signing this
Amendment on behalf
of the Tenant do hereby represent and warrant to Landlord that
they have the
full right, power, capacity and authority to execute and deliver
this Amendment
as a binding and valid obligation of the Tenant hereunder.
12. Ratification. Except as expressly amended, modified 6r
revised herein,
the Lease and all of its terms, provisions, covenants and
agreements are hereby
ratified, confirmed and adopted for all purposes and in all
respects.
13. Miscellaneous. To the extent the provisions of this
Amendment are
inconsistent with the provisions of the Lease, the provisions of
this Amendment
shall control.
IN WITNESS WHEREOF, Landlord and Tenant have executed and sealed
this Amendment
as of the date first above written.
WITNESS/ATTEST:
LANDLORD.
BRIT LIMITED PARTNERSHIP
a Maryland limited partnership
By: BECO MANAGEMENT, INC.,
authorized
By:
Name:
Title:
TENANT:
TSI TELSYS, INC.,
a Maryland corporation
By:
Name: James R. Chesney
Title: President
Exhibit A
Additional Space
(To be Attached)
EXHIBT B
Landlord's Work
Landlord shall use bwlding standard materials for all work to be
performed by
Landlord hereunder, unless otherwise set forth below.
1. Landlord shall remove the overhead light fixture in Area 121 of
the
Additional Space
2. Landlord shall replace the lighting and light switch with
building standard
materials in Office 102 of the Additional Space.
3. Landlord shall replace the lighting in the following areas
of the
Additional Space:
Office 101
Area 100
Office 104
Office 105
Office 20
Hallway between Area 106 and Area 115
Area 106
Office 111
Office 114
4. Landlord shall cancel the floor drops in Area 106 of the
Additional Space.
5. Landlord shall repair the walls, remove the ceiling fixture
above the
entranceway, remove all existing ceiling lighting fixtures and
restore to code,
and remove the "mulch pen," in Area 115 of the Additional Space.
6. Landlord shall remove the DC electrical panel, and repair and
re-install the
existing door, in Room 114 of the Additional Space.
7. Landlord shall strip and refinish the vinyl floor in Rooms 110,
112 and 113
and repair the crack in the wall in Room 113 of the Additional
Space.
8. Landlord shall remove the existing data/telephone cables,
remove existing
shelving, and repair the walls in Room 109 of the Additional
Space.
Exhibit C
Tenant's Plans
(To be attahced.)
EXHIBIT D
FORM OF CERTIFICATE
The Certificate to be executed by Landlord and Tenant pursuant to
Paragraph
4(c) of the Amendment shall provide as follows:
"This Certificate is being provided pursuant to the terms and
provisions of
that certain First Amendment to Lease dated __________________
1996 (the
"Amendment"), between BRIT LIMITED PARTNERSHIP and TSI TELSYS,
INC. The parties
desire to confirm that the following terms which are defined in
the Lease shall
have the meanings set forth below for all purposes in the Lease:
1. The Additional Space Commencement Date is ______________,1996.
WITNESS/ATTEST: LANDLORD
BRIT LIMITED PARTNERSHIP
a Maryland limited partnership
By: BECO MANAGEMENT, INC~,
authorized agent
By:
Name:
Title
TENANT:
TELSYS, INC.,
a Maryland corporation
By:
Name:
Title:
Exhibit B
Landlords Work
Landlord shall use building standard materials for all work to be
performed by
Landlord hereunder, unless otherwise set forth below.
1. Landlord shall remove the overhead light fituure in Area 121
of the
Additional Space.
2. Landlord shall replace the lighting and light switch with
building
standard materials in Of~ice 102 of the Additional Space.
3. Landlord shall replace the lighting in the following areas
of the
Additional Space:
Office 101
Area 100
Office 104
Office 105
Office 20
Hallway between Area 106 and Area 115
Area 106
Office Ill
Office 114
4. Landlord shall cancel the floor drops in Area 106 of the
Additional
Space.
5. Landlord shall repair the walls, remove the ceiling fixture
above the
entranceway, remove all existing ceiling lighting fixtures and
restore to code,
and remove the "mulch pen," in Area 115 of the Additional Space.
6. Landlord shall remove the DC electrical panel, and repair
and re-install
the existing door, in Room 114 of the Additional Space.
7. Landlord shall strip and refinish the vinyl floor in Rooms
110, 112 and
113 and repair the crack in the wall in Room 113 of the Additional
Space.
8. Landlord shall remove the existing data/telephone cables,
remove existing
shelving, and repair the walls in Room 109 of the Additional
Space.
Exhibit D
Form of Certificate
The Certificate to be executed by Landlord and Tenant pursuant to
Paragraph
4(c) of the Amendment shall provide as follows:
"This Certificate is being provided pursuant to the terms and
provisions of
that certain First Amendment to Lease dated __________________
1996 (the
"Amendmentt1), between BRIT LIMITED PARTNERSHIP and TSI TELSYS,
INC. The
parties desire to confirm that the following terms which are
defined in the
Lease shall have the meanings set forth below for all purposes in
the Lease:
1. The Additional Space Commencement Date is _________________,
1996.
WITINESS/ATTTST LANDLORD:
BRIT LIMITED PARTNERSHIP
a Maryland limited partnership
By: BECO MANAGEMENT, INC.,
authorized agent
By
Name:
Tiile:
TENANT
TSI TELSYS, INC.,
a Maryland corporation
By:
Name:
Title:
November 25, 1996
Mr. Bruce G Montgomery P.E.
TSI TelSys, Inc.
7100 Columbia gateway Drive
Suite 150
Columbia, MD 21046
BECO
Re: Lease Commencement
Dear Mr. Montgomery:
On behalf of BECO Management Inc. I would like to thank you and
congratulate
you on your recent expansion at Three Ponds Business Park. Below,
please find
the pertinent terms of your expansion:
Expansion Commencement Date: October 15, 1996
Termination Date: November 30, 2005
Total Expansion Space Square Footage: 6,756
Monthly Base Rent for Expansion Space: $4,785.50
Please remit $7,497.34 ($2,711.84 for the period October 15,
through October31,
and $4,785.50 for November 1996). Beginning December, 1996 please
remit
$15,887.72 per month (total space of 21,764 square feet at $8.76
per square
foot).
Attached, please find 3 copies of Exhibit D, Form of Certificate
showing the
additional space commencement date as October 15 per Paragraph 4
of the Second
Amendment to Lease. Please sign and return 2 copies of Exhibit D.
A fully
executed copy will be returned for your records. Also, enclosed is
a fully
executed copy of the Second Amendment to Lease.
If you have any questions please call me at (301) 816-1573.
Sincerely,
Tony Eastridge
Property Manager
SECOND AMENDMENT TO LEASE
This second amendment to lease (this "Amendment") is made
this 30th day
of Septmeber1996, by and between BRIT LIMITED PARTNERSIIIP, a
Maryland limited
partnership ("Landlord"), and TSI TELSYS, INC., a Maryland
corporation
("Tenant").
RECITALS:
A. Landlord and Tenant entered into a Lease Agreement dated
November 22,
1995, as amended by that certain First Amendment to Lease dated
July 2, 1996
(the "First Amendment") (collectively, the "Lease") for
approximately 21,764
rentable square feet of space and known as Suite
150, located in the office building located at 7100 Columbia
Gateway Drive,
Columbia, Maryland 21046- Building C (the "Building"), within the
complex known
as Three Ponds Business Park (the "Complex").
B. Pursuant to the First Amendment, Landlord agreed to make
certain
improvements to the Premises as set forth in Paragraph 8 of the
First Amendment
and defined as "Landlord's Work." Landlord also agreed to
contribute up to
$13,000.00 (the "Landlord's Contribution") to reimburse Tenant for
certain
improvements to be performed by Tenant, as described in Paragraph
9(a) of the
First Amendment. Tenant desires not to have Landlord perform
Landlord's Work,
but instead to perform said work itself. Landlord and Tenant agree
that in lieu
of Landlord performing Landlord's Work, Landlord shall increase
the Landlord's
Contribution by $11,000.
C. Because Landlord shall not be performing Landlord's Work,
Landlord and
Tenant acknowledge that Landlord does not have control over when
Landlord's
Work shall be substantially complete, and, consequently, the
Additional Space
Commencement Date shall be changed, as set forth below.
D. The parties hereto desire to modify the Lease to reflect,
among other
things, the agreement that Tenant will perform Landlord's Work,
the increase to
Landlord's Contribution, and the change in the Additional Space
Commencement
Date.
NOW, THEREFORE, in consideration of the premises and such other
good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties do hereby agree to amend the Lease as
follows:
1. Definitions. All of the capitalized terms used in this
Amendment shall
have the same meaning as set forth in the Lease, except as
modified by this
Amendment.
2. Commencement Date. Paragraph 4 of the First Amendment is
hereby deleted
in its entirety, and, in lieu thereof, the following is hereby
inserted:
4. Term.
(a) Commencement Date. Landlord and Tenant hereby agree that the
lease term
for the Additional Space shall commence (the "Additional Space
Commencement
Date") on the earlier of (i) October 15, 1996, or (ii) the date on
which Tenant
commences beneficial use of the Additional Space. Tenant shall be
deemed to
have commenced beneficial use of the Additional Space when Tenant
begins to
move furniture, furnishings, inventory, equipment or trade
fixtures into the
Additional Space. Other than the Additional Space Commencement
Date, the
provisions pertaining to the lease term for the Additional Space
shall be
governed by the terms of the Lease, such that the term for the
Additional Space
shall coincide with the term for the Existing Space as set forth
in the Lease.
(b) Commencement Date Certificate. Promptly after the Additional
Space
Commencement Date is ascertained, Landlord and Tenant shall
execute a
certificate, in the form attached hereto as Exhibit D, which
certificate shall
set forth the Additional Space Commencement Date.
3. Completion of Improvements. Paragraphs of the First
Amendment is hereby
deleted in its entirety.
4. Tenant Improvements - Landlord's Work. Paragraph 8 of the
First Amendment
is hereby deleted in its entirety, and, in lieu thereof, the
following is
hereby inserted:
8. Tenant Improvements - Landlord's Work. Tenant shall
perform the
work set forth on Exhibit B, using building standard materials and
specifications (the "Landlord's Work"). Landlord is under no
obligation to make
any alterations, decorations, additions or improvements in or to
the Premises.
Landlord's Work may be performed during normal business hours.
There shall be
no rental reduction or other abatement during the period of the
performance of
Landlord's Work.
5. Tenant Improvements - Tenant's Work. Paragraph 9(a) of the
First
Amendment is hereby amended by deleting the second (2nd) sentence
of Paragraph
9(a), and inserting, in lieu thereof, the following sentence:
Tenant shall be responsible for all costs of planning and
constructing
Landlord's Work and Tenant's Work, except that Landlord shall
contribute up to
$24,000.00 to reimburse Tenant (upon Landlord's receipt of
evidence of costs)
for costs and expenses incurred by Tenant in performing Landlord's
Work and for
repainting the painted surfaces of the Additional Space,
recarpeting the
carpeted surfaces of the Additional Space, and the installation of
the cove
base in the Additional Space.
6. Due Execution. The individual signing this Amendment on
behalf of Tenant
represents and warrants to Landlord that it has the full right,
power, capacity
and authority to execute and deliver this Amendment as a binding
and valid
obligation of the Tenant hereunder.
7. Ratification. Except as expressly amended, modified or
revised herein,
the Lease and all of its terms, provisions, covenants and
agreements are hereby
ratified, confirmed and adopted for all purposes and in all
respects.
8. Miscellaneous. To the extent the provisions of this
Amendment are
inconsistent with the provisions of the Lease, the provisions of
this Amendment
shall control.
IN WITNESS WHEREOF, Landlord has caused these presents to be
signed and sealed
by its authorized agent, and Tenant has caused these presents to
be signed in
its corporate name by its duly authorized officer, all done as of
the date
first set forth above.
WITNESS/ATTEST:
LANDLORD:
BRIT LIMITED PARTNERSHIP
By: BECO Management, Inc., authorized agent
By:
Print Name: Jeffery Lee Cohen
Title: President
TENANT:
TSI TELSYS, INC., a Maryland Corporation
By:
Print Name: James R.Chesney
Title: President
Exhibit D
Form of Certificate
The Certificate to be executed by Landlord and Tenant pursuant to
Paragraph
4(c) of the Amendment shall provide as follows:
"This Certificate is being provided pursuant to the
terms and
provisions of that certain Second Amendment to Lease dated
September 30 - 1996
(the "AmendMent"), between BRIT LIMITED PARTNERSHIP and TSI
ThLSYS, INC. The
parties desire to confirm that the following terms which are
defined in the
Lease shall have the meanings set forth below for all purposes in
the Lease:
I. The Additional Space Commencement Date is October 15,1996.
WITNESS/ATTEST.
LANDLORD
BRIT LIMITED PARTNERSHIP
a Maryland limited partnership
By: BECO MANAGEMENT, INC.,
authorized agent
By:
Name:
TitIe:
TENANT
TSI TELSYS, INC.,
a Maryland corporation
By:
Name:
Title: