EXHIBIT 10.40
LEASE
from:
ELEVENTH SPRINGHILL LAKE ASSOCIATES LLC
Lessor
to:
OLD LINE BANK
Lessee
Building:
6301 Ivy Lane
Greenbelt, Maryland
TABLE OF CONTENTS
1. DESCRIPTION ........................................................... 3
2. TERM: ................................................................. 3
3. BASIC RENT: ........................................................... 3
4. USE AND OCCUPANCY ..................................................... 3
5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL: ............................ 3
6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS: ............................... 5
7. ACTIVITIES INCREASING FIRE INSURANCE RATES: ........................... 5
8. ASSIGNMENT AND SUBLEASE: .............................................. 5
9. COMPLIANCE WITH RULES AND REGULATIONS: ................................ 9
10. DAMAGES TO BUILDING: ................................................. 9
11. EMINENT DOMAIN: ...................................................... 10
12. INSOLVENCY OF LESSEE: ................................................ 10
13. LESSOR'S REMEDIES ON DEFAULT ......................................... 10
14. DEFICIENCY: .......................................................... 10
15. SUBORDINATION OF LEASE: .............................................. 11
16. SECURITY DEPOSIT ..................................................... 12
17. RIGHT TO CURE LESSEE'S BREACH: ....................................... 12
18. MECHANIC'S LIENS ..................................................... 12
19. RIGHT TO INSPECT AND REPAIR: ......................................... 12
20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION: .............. 13
21. INTERRUPTION OF SERVICES OR USE: ..................................... 13
22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE: ......................... 13
23. ADDITIONAL RENT: ..................................................... 15
24. LESSEE'S ESTOPPEL: ................................................... 18
25. HOLDOVER TENANCY: .................................................... 18
26. RIGHT TO SHOW PREMISES: .............................................. 18
27. LESSOR'S WORK -- LESSEE'S DRAWINGS: .................................. 18
28. WAIVER OF TRIAL BY JURY .............................................. 19
29. LATE CHARGE: ......................................................... 19
30. LESSEE'S INSURANCE: .................................................. 19
31. NO OTHER REPRESENTATIONS: ............................................ 21
32. QUIET ENJOYMENT: ..................................................... 21
33. INDEMNITY: ........................................................... 21
34. ARTICLE HEADINGS: .................................................... 22
35. APPLICABILITY TO HEIRS AND ASSIGNS: .................................. 22
36. OUTSIDE PARKING SPACES: .............................................. 22
37. LESSOR'S LIABILITY FOR LOSS OF PROPERTY: ............................. 22
38. PARTIAL INVALIDITY: .................................................. 22
39. LESSEE'S BROKER: ..................................................... 22
40. PERSONAL LIABILITY: .................................................. 23
41. NO OPTION: ........................................................... 23
42. DEFINITIONS: ......................................................... 23
43. LEASE COMMENCEMENT: .................................................. 24
44. NOTICES: ............................................................. 24
45. ACCORD AND SATISFACTION: ............................................. 24
46. EFFECT OF WAIVERS: ................................................... 25
47. LEASE CONDITION: ..................................................... 25
48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE: .......................... 25
49. LESSOR'S RESERVED RIGHT: ............................................. 25
50. CORPORATE AUTHORITY: ................................................. 25
51. AFTER-HOURS USE: ..................................................... 26
53. BUILDING PERMIT: ..................................................... 26
54. TERMINATION OPTION: .................................................. 26
55. RENEWAL OPTIONS: ..................................................... 27
56. BANK APPROVAL: ....................................................... 28
i
LEASE, is made the 29st day of December, 2006 between ELEVENTH SPRINGHILL
LAKE ASSOCIATES LLC (herein referred to as "Lessor") whose address is c/o
Mack-Cali Realty Corporation, 343 Thornall Street, P.O. Box 7817, Edison, New
Jersey 08817-7817 and OLD LINE BANK (herein referred to as "Lessee") whose
address is 1525 Pointer Ridge Place, Bowie, MD 20716.
PREAMBLE
BASIC LEASE PROVISIONS AND DEFINITIONS
In addition to other terms elsewhere defined in this Lease, the following terms
whenever used in this Lease shall have only the meanings set forth in this
section, unless such meanings are expressly modified, limited or expanded
elsewhere herein.
1. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable
by Lessee to Lessor pursuant to the provisions of the Lease.
2. BASE PERIOD COSTS shall mean the following:
A. Base Operating Costs: Those Operating Costs incurred during Calendar
Year 2006.
B. Base Real Estate Taxes: Those Real Estate Taxes incurred during
Calendar Year 2006.
C. Base Insurance Costs: Those Insurance Costs incurred during Calendar
Year 2006.
D. Base Utility and Energy Costs: Those Utility and Energy costs incurred
during Calendar Year 2006.
3. BUILDING shall mean 6301 Ivy Lane, Greenbelt, Maryland.
4. BUILDING HOLIDAYS shall be those shown on Exhibit E.
5. BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m., but
excluding those holidays as set forth on Exhibit E attached hereto and made
a part hereof, except that Common Facilities, lighting in the Building and
Office Building Area shall be maintained for such additional hours as, in
Lessor's sole judgment, is necessary or desirable to insure proper
operating of the Building and Office Building Area.
6. COMMENCEMENT DATE is December 1, 2006 and shall for purposes hereof be
subject to Articles 27 and 43 hereof.
7. DEMISED PREMISES OR PREMISES shall be deemed to be 2,700 gross rentable
square feet on the first (1st) floor as shown on Exhibit A hereto, which
includes an allocable share of the Common Facilities as defined in Article
42(b).
8. EXHIBITS shall be the following, attached to this Lease and incorporated
herein and made a part hereof.
Exhibit A Location of Premises Exhibit A-1 Office
Building Area Exhibit B Rules and Regulations
Exhibit C Lessor's Work
Exhibit C-1 Air Conditioning &
Heating Design Standards
Exhibit D Cleaning Services
Exhibit E Building Holidays
Exhibit F Tenant Estoppel Certificate
Exhibit G Commencement Date Agreement Exhibit H
Termination Fee Amortization Schedules
9. EXPIRATION DATE shall be the last day of the month in which the day before
the five (5) year anniversary of the Commencement Date occurs, unless
earlier terminated under the terms and conditions of this Lease.
10. FIXED BASIC RENT shall mean: THREE HUNDRED TWENTY-NINE THOUSAND SIX HUNDRED
NINETY-SEVEN AND 00/100 DOLLARS ($329,697.00) for the Term payable as
follows:
Monthly Per Sq. ft.
Year Annual Rate Installments Rent
- ---- ----------- ------------ -----------
1 $62,100.00 $5,175.00 $23.00
2 $63,963.00 $5,330.25 $23.69
3 $65,880.00 $5,490.00 $24.40
4 $67,851.00 $5,654.25 $25.13
5 $69,903.00 $5,825.25 $25.89
11. LESSEE'S BROKER shall mean Commercial 100.
12. LESSEE'S PERCENTAGE shall be 2.41% subject to adjustment as provided for in
Article 42(d).
13. OFFICE BUILDING AREA is as set forth on Exhibit A-1.
14. PARKING SPACES shall mean a total of eleven (11) spaces as follows:
Garaged: 1
Unassigned: 10
In consideration of the garaged parking space, Lessee shall pay Lessor a
fee of SEVENTY-FIVE AND 00/100 DOLLARS ($75.00) per month, as Additional
Rent, in the same manner as Fixed Basic Rent.
15. PERMITTED USE shall be commercial bank, general office use and for no other
purpose.
16. SECURITY DEPOSIT shall be FIVE THOUSAND ONE HUNDRED SEVENTY-FIVE AND 00/100
DOLLARS ($5,175.00).
17. TERM shall mean five (5) years from the Commencement Date, plus the number
of days, if any, to have the Lease expire on the last day of a calendar
month, unless extended pursuant to any option contained herein or unless
terminated earlier under the terms and conditions of this Lease.
-- End of Preamble --
2
WITNESSETH
For and in consideration of the covenants herein contained, and upon the
terms and conditions herein set forth, Lessor and Lessee agree as follows:
1. DESCRIPTION:
Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the
Premises as defined in the Preamble which includes an allocable share of
the Common Facilities, as shown on the plan or plans, initialed by the
parties hereto, marked Exhibit A attached hereto and made part of this
Lease in the Building as defined in the Preamble, (hereinafter called the
"Building") which is situated on that certain parcel of land (hereinafter
called "Office Building Area") as described on Exhibit A-1 attached hereto
and made part of this Lease, together, with the right to use in common with
other lessees of the Building, their invitees, customers and employees,
those public areas of the Common Facilities as hereinafter defined.
2. TERM:
The Premises are leased for a term to commence on the Commencement Date,
and to end at 12:00 midnight on the Expiration Date, all as defined in the
Preamble.
3. BASIC RENT:
The Lessee shall pay to the Lessor during the Term, the Fixed Basic Rent as
defined in the Preamble (hereinafter called "Fixed Basic Rent") payable in
such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.
The Fixed Basic Rent shall accrue at the Annual Rate as defined in the
Preamble and shall be payable, in advance, on the first day of each
calendar month during the Term at the Monthly Installments as defined in
the Preamble, except that a proportionately lesser sum may be paid for the
first and last months of the Term of this Lease if the Term commences on a
day other than the first day of the month, in accordance with the
provisions of this Lease herein set forth. Lessor acknowledges receipt from
Lessee of the first monthly installment by check, subject to collection,
for Fixed Basic Rent for the first month of the Lease Term. Lessee shall
pay Fixed Basic Rent, and any Additional Rent as hereinafter provided, to
Lessor at Lessor's above stated address, or at such other place as Lessor
may designate in writing, without demand and without counterclaim,
deduction or set off.
4. USE AND OCCUPANCY:
Lessee shall use and occupy the Premises for the Permitted Use as defined
in the Preamble.
5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:
(a) Lessee shall commit no act of waste and shall take good care of the
Premises and the fixtures and appurtenances therein, and shall, in the
use and occupancy of the Premises, conform to all laws, orders and
regulations of the federal, state and municipal governments or any of
their departments affecting the Premises and with any and all
environmental requirements resulting from the Lessee's use of the
Premises, this covenant to survive the expiration or sooner
termination of the Lease. Lessor shall, subject to the same being
included in Operating Costs, make all necessary repairs to the
Premises, Common Facilities and to the assigned parking areas, if any,
except where the repair has been made necessary by misuse or neglect
by Lessee or Lessee's agents, servants, visitors or licensees, in
which event Lessor shall nevertheless make the repair but Lessee shall
pay to Lessor, as Additional Rent, immediately upon demand, the costs
therefor. All improvements made by Lessee to the Premises, which are
so attached to the Premises, shall become the property of Lessor upon
installation. Not later than the last day of the Term, Lessee shall,
at Lessee's expense, remove all Lessee's personal property and those
improvements made by Lessee which have not become the property of
Lessor, including trade fixtures, cabinetwork, movable paneling,
partitions and the like; repair all injury done by or in connection
with the installation or removal of said property and improvements;
and surrender the Premises in as good condition as they were at the
beginning of the Term, reasonable wear and tear and damage by fire,
the elements, casualty or other cause not due to the misuse or neglect
by Lessee, Lessee's agents, servants, visitors or licensees excepted.
All other property of Lessee remaining on the Premises after the last
day of the Term of this Lease shall be conclusively deemed abandoned
and may be removed by Lessor, and Lessee shall reimburse Lessor for
the cost of such removal. Lessor may have any such property stored at
Lessee's risk and expense.
ENVIRONMENTAL
(b) COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's own expense,
promptly comply with each and every federal, state, county and municipal
environmental law, ordinance, rule, regulation, order, directive and
requirement, now or hereafter existing ("Environmental Laws"), applicable
to the Premises, Lessee, Lessee's operations at the Premises, or all of
them.
(c) Intentionally omitted.
(d) INFORMATION TO LESSOR. At no expense to Lessor, Lessee shall promptly
provide all information and sign all documents requested by Lessor with
respect to compliance with Environmental Laws.
(e) LESSOR AUDIT. Lessee shall permit Lessor and its representatives access to
the Premises, from time to time upon reasonable notice (provided that no
notice need be given in the event of an emergency), to conduct an
environmental assessment, investigation and sampling, all at Lessee's own
expense. Lessor shall not conduct any environmental audits at Lessee's
expense more often than once every three (3) years, unless Lessor
reasonably believes that there is an environmental condition affecting the
Premises.
(f) LESSEE REMEDIATION. Should any assessment, investigation or sampling reveal
the existence of any spill, discharge or placement of Contaminants in, on,
under, or about, or migrating from or onto the Premises, the Building, or
the Office Building Area, as a result of the action or omission of Lessee
or "Lessee Representative", then, in addition to being in default under
this Lease and Lessor having all rights available to Lessor under this
Lease and by law by reason of such default, Lesee shall, at Lessee's own
expense, in accordance with Environmental Laws, undertake all action
required by Lessor and any governmental authority, including, without
limitation, promptly obtaining and delivering to Lessor an unconditional No
Further Action Letter. For purposes of this Article, the term "Lessee's
Representative" shall mean any shareholder, officer, director, member,
partner, employee, agent, licensee, assignee, sublessee or invitee of
Lessee, or any third party other than Lessor, or another lessee of the
Building, or a shareholder, officer, director, member, partner, employee,
agent, licensee, assignee, sublessee or invitee of such other lessee. In no
event shally any of Lessee's remedial action involve engineering or
institutional controls, a groundwater classification exception area or well
restriction area, and Lessee's remedial action shall meet the applicable
governmental remediation standards for soil, surface water, groundwater and
drinking water. Promptly upon completion of all required investigatory and
remedial activities, Lessee shall, at Lessee's own expense to Lessor's
satisfaction, restor the affected areas of the Premises, the Building or
the Office Building Area, as the case may be, from any damage or condition
caused by the investigatory or remedial work.
(g) ENIVORNMENTAL QUESTIONNAIRE. Upon Lessor's request, contemporaneously with
the signing and delivery of this Lease, and thereafter upon renewal of the
lease, it at all, Lessee shall complete, execute and deliver to Lessor and
environmental questionnaire in form and substance satisfactory to Lessor.
(h) ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this Article, the
term "Environmental Documents" shall mean all environmental documentation
concerning the Building or the Office Building Area, of which the Premises
is a part, or its environs, in the possession or under the control of
Lessee, including, without limitation, plans, reports, correspondence and
submissions. During the term of this Lease and subsequently, promptly upon
receipt by Lessee or Lessee's Representatives, Lessee shall deliver to
Lessor all Environmental Documents concerning or generated by or on behalf
of Lessee, whether currently or hereafter existing. In addition, Lessee
shall promptly notify Lessor of any environmental condition of which Lessee
has knowledge, which may exist in, on, under, or about, or may be migrating
from or onto the Building or the Office Building Area.
(i) LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS. Notwithstanding anything to
the contrary set forth in this Lease, in the event, pursuant to this Lease,
Lessee is required to undertake any sampling, assessment, investigation or
remediation with respect to the Premises, the Building or the Office
Building Area, as the case may be, then, at Lessor's discretion, Lessor
shall have the right, upon notice to Lessee, from time to time, to perform
such activities at Lessee's expense, and all sums incurred by Lessor shall
be paid by Lessee, as Additional Rent, upon demand.
(j) INDEMNITY. Lessee shall indemnify, defend and hold harmless Lessor,
Lessor's officers, directors, shareholders, employees and personal or legal
representatives from and against any and all claims, liabilities, losses,
damages, penalties and costs, foreseen or unforeseen, including, without
limitation, counsel, engineering and other professional or expert fees,
which an indemnified party may incur resulting directly or indirectly,
wholly or partly from Lessee's actions or omissions with regard to Lessee's
obligations under this Article.
(k) SURVIVAL. This Article shall survive the expiration or earlier termination
of this lease. Lessee's failure to abide by the terms of this Article shall
be restrainable or enforceable, as the case may be, by injunction.
(l) INTERPRETATION. The obligations imposed upon Lessee under subparagraphs (a)
through (j) above are in addition to and are not intended to limit, but to
expand upon, the obligations imposed upon Lessee under this Article 5. As
used in this Article, the term "Contaminants" shall include, without
limitation, any regulated substance, toxic substance, hazardous substance,
hazardous waste, pollution, pollutant, contaminant, petroleum, asbestos or
polychlorinated biphenyls, as defined or referred to in any Environmental
Laws. Where a law or regulation defines any of these terms more broadly
than another, the broader definition shall apply.
6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:
Lessee shall not, without first obtaining the written consent of Lessor,
make any structural or Building Systems alterations, additions or
improvements in, to or about the Premises. Building Systems shall mean any
structural, life safety, plumbing, electrical, heating, ventilation or air
conditioning system or its components. Lessee shall not, without first
obtaining the written consent of Lessor (which shall not be unreasonably
withheld or delayed) make any non-Building Systems alterations, additions
or improvements in, to or about the Premises. Lessee may, upon notification
to Lessor, perform minor cosmetic improvements, such as painting and
wallpapering, without prior consent of Lessor.
7. ACTIVITIES INCREASING FIRE INSURANCE RATES:
Lessee shall not do or suffer anything to be done on the Premises which
will increase the rate of fire insurance on the Building.
8. ASSIGNMENT AND SUBLEASE:
Provided Lessee is not in default of any provisions of this Lease, Lessee
may assign or sublease the within Lease to any party subject to the
following:
a. In the event Lessee desires to assign this Lease or sublease all or
part of the Premises to any other party, the terms and conditions of
such assignment or sublease shall be communicated to the Lessor in
writing no less than thirty (30) days prior to the effective date of
any such sublease or assignment, and, prior to such effective date,
the Lessor shall have the option, exercisable in writing to the
Lessee, to: (i) sublease such space from Lessee at the lower rate of
(a) the rental rate per rentable square foot of Fixed Basic Rent and
Additional Rent then payable pursuant to this Lease or (b) the terms
set forth in the proposed sublease, (ii) recapture in the case of
subletting, that portion of the Premises to be sublet or all of the
Premises in the case of an assignment ("Recapture Space") so that such
prospective sublessee or assignee shall then become the sole Lessee of
Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's
own use and the within Lessee shall be fully released from any and all
obligations hereunder with respect to the Recapture Space.
b. In the event that the Lessor elects not to recapture the Lease or
relet the Premises as hereinabove provided, the Lessee may
nevertheless assign this Lease or sublet the whole or any portion of
the Premises, subject to the Lessor's prior written consent, which
consent shall not be unreasonably withheld, on the basis of the
following terms and conditions:
i. The Lessee shall provide to the Lessor the name and address of
the assignee or sublessee.
ii. The assignee or sublessee shall assume, by written instrument,
all of the obligations of this Lease, and a copy of such
assumption agreement shall be furnished to the Lessor within ten
(10) days of its execution. Any sublease shall expressly
acknowledge that said sublessee's rights against Lessor shall be
no greater than those of Lessee. Lessee further agrees that
notwithstanding any such subletting, no other and further
subletting of the Premises by Lessee or any person claiming
through or under Lessee shall or will be made except upon
compliance with and subject to the provisions of this Article 8.
iii. Each sublease shall provide that it is subject and subordinate to
this Lease and to the matters to which this Lease is or shall be
subordinate, and that in the event of default by Lessee under
this Lease, Lessor may, at its option, take over all of the
right, title and interest of Lessee, as sublessor, under such
sublease, and such sublessee shall, at Lessor's option, attorn to
Lessor pursuant to the then executory provisions of such
sublease, except that Lessor shall not (i) be liable for any
previous act or omission of Lessee under such sublease or, (ii)
be subject to any offset not expressly provided in such sublease
which theretofore accrued to such sublease to which Lessor has
not specifically consented in writing or by any previous
prepayment of more than one month's rent.
iv. The Lessee and each assignee shall be and remain liable for the
observance of all the covenants and provisions of this Lease,
including, but not limited to, the payment of Fixed Basic Rent
and Additional Rent reserved herein, through the entire Term of
this Lease, as the same may be renewed, extended or otherwise
modified.
v. The Lessee and any assignee shall promptly pay to Lessor any
consideration received for any assignment and/or all of the rent,
as and when received, in excess of the Rent required to be paid
by Lessee for the area sublet computed on the basis of an average
square foot rent for the gross square footage Lessee has leased.
vi. In any event, the acceptance by the Lessor of any rent from the
assignee or from any of the subtenants or the failure of the
Lessor to insist upon a strict performance of any of the terms,
conditions and covenants herein shall not release the Lessee
herein, nor any assignee assuming this Lease, from any and all of
the obligations herein during and for the entire Term of this
Lease.
vii. In Lessor's reasonable judgment, the proposed assignee or
subtenant is engaged in a business or activity, and the Premises,
or the relevant part thereof, will be used in a manner, which (a)
is in keeping with the then standard of the Building and (b) is
limited to the Permitted Use.
viii. The proposed assignee or subtenant shall be an entity which has
existed for at least one (1) year and is not then an occupant of
any part of the Building or any other building then owned by
Lessor or its affiliates within a five-mile radius of the
Building.
ix. The proposed assignee or subtenant is not an entity or a person
with whom Lessor is or has been, within the preceding twelve (12)
month period, negotiating to lease space in the Building or any
other building owned by Lessor or its affiliates within a
five-mile radius of the Building.
x. There shall not be more than one (1) subtenant in the Premises.
xi. Lessee shall not advertise the subtenancy for less than the then
current market rent per rentable square foot for the Premises as
though the Premises were vacant.
xii. Lessee shall not have (a) publicly advertised the availability of
the Premises without prior notice to and approval by Lessor, nor
shall any advertisement state the name (as distinguished from the
address) of the Building or (b) listed the Premises for
subletting or assignment with other than a broker, agent or
representative who waives any entitlement to a commission or
other fee from Lessor in the event of a recapturing of the
Premises;
xiii. The proposed occupancy shall not, in Lessor's reasonable
opinion, increase the density of population using the Demised
Premises to exceed one (1) person per 250 gross rentable square
feet of space or exceed the parking allocation presently provided
for in this Lease;
xiv. The proposed assignee or subtenant shall only use the Premises
for the Permitted Use and shall not be engaged in any of the
following:
(a) educational, including but not limited to, instructional
facilities and correspondence schools;
(b) employment agencies;
(c) model agencies;
(d) photographic studios or laboratories;
(e) spas, health, physical fitness or exercise salons;
(f) small loan offices;
(g) real estate brokerage or real estate sales offices open to
the general public or construction offices;
(h) medical or dental facilities, including professional
offices, treatment facilities, dispensaries or laboratories;
(i) federal, state or local government offices;
(j) so-called boiler room operations;
(k) retail stock brokerage offices; and
(l) religious organizations making facilities available to
congregations for uses other than business purposes; and
(m) executive office suite use.
xv. The proposed assignee or subtenant shall not be entitled,
directly or indirectly, to diplomatic or sovereign immunity and
shall be subject to the service of process in, and the
jurisdiction of, the state courts of Maryland.
xvi. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00)
payment to cover its handling charges for each request for
consent to any sublet or assignment prior to its consideration of
the same. Lessee acknowledges that its sole remedy with respect
to any assertion that Lessor's failure to consent to any sublet
or assignment is unreasonable shall be the remedy of specific
performance and Lessee shall have no other claim or cause of
action against Lessor as a result of Lessor's actions in refusing
to consent thereto.
c. If Lessee is a corporation other than a corporation whose stock is
listed and traded on a nationally recognized stock exchange, the
provisions of Sub-section a. shall apply to a transfer (however
accomplished, whether in a single transaction or in a series of
related or unrelated transactions) of stock (or any other mechanism
such as, by way of example, the issuance of additional stock, a stock
voting agreement or change in class(es) of stock) which results in a
change of control of Lessee as if such transfer of stock (or other
mechanism) which results in a change of control of Lessee were an
assignment of this Lease, and if Lessee is a partnership or joint
venture, said provisions shall apply with respect to a transfer (by
one or more transfers) of an interest in the distributions of profits
and losses of such partnership or joint venture (or other mechanism,
such as, by way of example, the creation of additional general
partnership or limited partnership interests) which results in a
change of control of such a partnership or joint venture, as if such
transfer of an interest in the distributions of profits and losses of
such partnership or joint venture which results in a change of control
of such partnership or joint venture were an assignment of this Lease;
but said provisions shall not apply to transactions with a corporation
into or with which Lessee is merged or consolidated or to which all or
substantially all of Lessee's assets are transferred or to any
corporation which controls or is controlled by Lessee or is under
common control with Lessee, provided that in the event of such merger,
consolidation or transfer of all or substantially all of Lessee's
assets (i) the successor to Lessee has a net worth computed in
accordance with generally accepted accounting principles at least
equal to the greater of (1) the net worth of Lessee immediately prior
to such merger, consolidation or transfer, or (2) the net worth of
Lessee herein named on the date of this Lease, and (ii) proof
satisfactory to Lessor of such net worth shall have been delivered to
Lessor at least 10 days prior to the effective date of any such
transaction.
Notwithstanding the foregoing provisions of this subparagraph (c), all
times while Lessee is a corporation, the capital stock of which is
traded on any public securities exchange in the United States of
America, Lessor's consent shall not be required with respect to any
assignment of the Lease or subletting of the Premises to a legally
formed and validly existing entity qualified to transact business in
the State of Maryland, and having a financial net worth (including
capital and surplus) at least equal to that of Lessee as existing at
the date of this Lease (an "Affiliate Transfer"). Lessee will provide
Lessor a copy of the fully executed instruments covering such
Affiliate Transfer within thirty (30) days after execution thereof.
However, no assignment of this Lease, nor any subletting of the
Premises in whole or part, whether or not consented to by Lessor,
shall relieve Lessee from nor diminish Lessee=s obligations under this
Lease, nor result in any change of use of the Premises from the
Permitted Use.
d. In the event that any or all of Lessee's interest in the Premises
and/or this Lease is transferred by operation of law to any
trustee, receiver, or other representative or agent of Lessee, or
to Lessee as a debtor in possession, and subsequently any or all
of Lessee's interest in the Premises and/or this Lease is offered
or to be offered by Lessee or any trustee, receiver, or other
representative or agent of Lessee as to its estate or property
(such person, firm or entity being hereinafter referred to as the
"Grantor"), for assignment, conveyance, lease, or other
disposition to a person, firm or entity other than Lessor (each
such transaction being hereinafter referred to as a
"Disposition"), it is agreed that Lessor has and shall have a
right of first refusal to purchase, take, or otherwise acquire,
the same upon the same terms and conditions as the Grantor
thereof shall accept upon such Disposition to such other person,
firm, or entity; and as to each such Disposition the Grantor
shall give written notice to Lessor in reasonable detail of all
of the terms and conditions of such Disposition within twenty
(20) days next following its determination to accept the same but
prior to accepting the same, and Grantor shall not make the
Disposition until and unless Lessor has failed or refused to
accept such right of first refusal as to the Disposition, as set
forth herein.
Lessor shall have thirty (30) days next following its receipt of
the written notice as to such Disposition in which to exercise
the option to acquire Lessee's interest by such Disposition, and
the exercise of the option by Lessor shall be effected by notice
to that effect sent to the Grantor; but nothing herein shall
require Lessor to accept a particular Disposition or any
Disposition, nor does the rejection of any one such offer of
first refusal constitute a waiver or release of the obligation of
the Grantor to submit other offers hereunder to Lessor. In the
event Lessor accepts such offer of first refusal, the transaction
shall be consummated pursuant to the terms and conditions of the
Disposition described in the notice to Lessor. In the event
Lessor rejects such offer of first refusal, Grantor may
consummate the Disposition with such other person, firm, or
entity; but any decrease in price of more than two percent (2%)
of the price sought from Lessor or any change in the terms of
payment for such Disposition shall constitute a new transaction
requiring a further option of first refusal to be given to Lessor
hereunder.
e. Without limiting any of the provisions of Articles 12 and 13, if
pursuant to the Federal Bankruptcy Code (herein referred to as
the "Code"), or any similar law hereafter enacted having the same
general purpose, Lessee is permitted to assign this Lease
notwithstanding the restrictions contained in this Lease,
adequate assurance of future performance by an assignee expressly
permitted under such Code shall be deemed to mean the deposit of
cash security in an amount equal to the sum of six (6) month's
Fixed Basic Rent plus an amount equal to the Additional Rent for
the six (6) months preceding the year in which such assignment is
intended to become effective, which deposit shall be held by
Lessor for the balance of the Term, without interest, as security
for the full performance of all of Lessee's obligations under
this Lease, to be held and applied in the manner specified for
security in Article 16.
f. Except as specifically set forth above, no portion of the
Premises or of Lessee's interest in this Lease may be acquired by
any other person or entity, whether by assignment, mortgage,
sublease, transfer, operation of law or act of the Lessee, nor
shall Lessee pledge its interest in this Lease or in any security
deposit required hereunder.
9. COMPLIANCE WITH RULES AND REGULATIONS:
Lessee shall observe and comply with the rules and regulations hereinafter
set forth in Exhibit B attached hereto and made a part hereof and with such
further reasonable rules and regulations as Lessor may prescribe, on
written notice to the Lessee, for the safety, care and cleanliness of the
Building and the comfort, quiet and convenience of other occupants of the
Building. Lessee shall not place a load upon any floor of the Premises
exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law. Lessor reserves the right to prescribe
the weight and position of all safes, business machines and mechanical
equipment. Such installations shall be placed and maintained by Lessee, at
Lessee's expense, in settings sufficient, in Lessor's judgment, to absorb
and prevent vibration, noise and annoyance.
10. DAMAGES TO BUILDING:
If the Building is damaged by fire or any other cause to such extent the
cost of restoration, as reasonably estimated by Lessor, will equal or
exceed twenty-five percent (25%) of the replacement value of the Building
(exclusive of foundations) just prior to the occurrence of the damage, then
Lessor may, no later than the sixtieth (60th) day following the date of
damage, give Lessee a notice of election to terminate this Lease, or if the
cost of restoration will equal or exceed fifty percent (50%) of such
replacement value and if the Premises shall not be reasonably usable for
the purpose for which they are leased hereunder, then Lessee may, no later
than the sixtieth (60th) day following the date of damage, give Lessor a
notice of election to terminate this Lease. In either said event of
election, this Lease shall be deemed to terminate on the thirtieth (30th)
day after the giving of said notice, and Lessee shall surrender possession
of the Premises within a reasonable time thereafter, and the Fixed Basic
Rent, and any Additional Rent, shall be apportioned as of the date of said
surrender and any Fixed Basic Rent or Additional Rent paid for any period
beyond said date shall be repaid to Lessee. If the cost of restoration
shall not entitle Lessor to terminate this Lease, or if, despite the cost,
Lessor does not elect to terminate this Lease, Lessor shall restore the
Building and the Premises with reasonable promptness, subject to Force
Majeure, and Lessee shall have no right to terminate this Lease. Lessor
need not restore fixtures and improvements owned by Lessee.
In any case in which all or part of the Premises becomes untenantable by
Lessee for a consecutive period of more than thirty (30) days as a result
of fire, the elements or other insured casualty no caused by the negligence
or wrongful conduct of Lessee, Lessee shall be entitled to an abatement of
the Fixed Basic Rent and Additional Rent from the date of such damage to
the date when the Premises have been substantially restored. The words
"restoration" and "restore" as used in this Article 10 shall include
repairs. If the damage results from the fault of the Lessee, Lessee's
agents, servants, visitors or licensees, Lessee shall not be entitled to
any abatement or reduction in Fixed Basic Rent, except to the extent of any
rent insurance received by Lessor.
11. EMINENT DOMAIN:
If Lessee's use of the Premises is materially affected due to the taking by
eminent domain of (a) the Premises or any part thereof or any estate
therein; or (b) any other part of the Building; then, in either event, this
Lease shall terminate on the date when title vests pursuant to such taking.
The Fixed Basic Rent, and any Additional Rent, shall be apportioned as of
said termination date and any Fixed Basic Rent or Additional Rent paid for
any period beyond said date, shall be repaid to Lessee. Lessee shall not be
entitled to any part of the award for such taking or any payment in lieu
thereof, but Lessee may file a separate claim for any taking of fixtures
and improvements owned by Lessee which have not become the Lessor's
property, and for moving expenses, provided the same shall, in no way,
affect or diminish Lessor's award. In the event of a partial taking which
does not effect a termination of this Lease but does deprive Lessee of the
use of a portion of the Premises, there shall either be an abatement or an
equitable reduction of the Fixed Basic Rent, and an equitable adjustment
reducing the Base Period Costs as hereinafter defined depending on the
period for which and the extent to which the Premises so taken are not
reasonably usable for the purpose for which they are leased hereunder.
12. INSOLVENCY OF LESSEE:
Either (a) the appointment of a receiver to take possession of all or
substantially all of the assets of Lessee, or, (b) a general assignment by
Lessee for the benefit of creditors, or, (c) any action taken or suffered
by Lessee under any insolvency or bankruptcy act, shall constitute a
default of this Lease by Lessee, and Lessor may terminate this Lease
forthwith and upon notice of such termination Lessee's right to possession
of the Premises shall cease, and Lessee shall then quit and surrender the
Premises to Lessor but Lessee shall remain liable as hereinafter provided
in Article 14 hereof.
13. LESSOR'S REMEDIES ON DEFAULT:
If Lessee defaults in the payment of Fixed Basic Rent, or any Additional
Rent, or defaults in the performance of any of the other covenants and
conditions hereof or permits the Premises to become deserted, abandoned or
vacated, Lessor shall give Lessee written notice of such default, and if
Lessee does not cure any Fixed Basic Rent or Additional Rent default within
ten (10) days or other default within twenty (20) days after giving of such
notice (or if such other default is of such nature that it cannot be
completely cured within such period, if Lessee does not commence such
curing within such fifteen (15) days and thereafter proceed with reasonable
diligence and in good faith to cure such default), then Lessor may
terminate this Lease on not less than ten (10) days notice to Lessee, and
on the date specified in said notice, Lessee's right to possession of the
Premises shall cease but Lessee shall remain liable as hereinafter
provided. If this Lease shall have been so terminated by Lessor pursuant to
Articles 12 or 13 hereof, Lessor may at any time thereafter resume
possession of the Premises by any lawful means and remove Lessee or other
occupants and their effects. Lessee shall pay to Lessor, on demand, such
normal and customary expenses as Lessor may incur, including, without
limitation, court costs and reasonable attorney's fees and disbursements,
in enforcing the performance of any obligation of Lessee under this Lease.
14. DEFICIENCY:
In any case where Lessor has recovered possession of the Premises by reason
of Lessee's default, Lessor may, at Lessor's option, occupy the Premises or
cause the Premises to be redecorated, altered, divided, consolidated with
other adjoining premises or otherwise changed or prepared for reletting,
and may relet the Premises or any part thereof, as agent of Lessee or
otherwise, for a term or terms to expire prior to, at the same time as or
subsequent to, the original Expiration Date of this Lease, at Lessor's
option and receive the rent therefor.
Rent so received shall be applied first to the payment of such normal and
customary expenses as Lessor may have incurred in connection with the
recovery of possession, redecorating, altering, dividing, consolidating
with other adjoining premises, or otherwise changing or preparing for
reletting, and the reletting, including brokerage and reasonable attorney's
fees, and then to the payment of damages in amounts equal to the Fixed
Basic Rent and Additional Rent hereunder and to the costs and expenses of
performance of the other covenants of Lessee as herein provided. Lessee
agrees, in any such case, whether or not Lessor has relet, to pay to Lessor
damages equal to the Fixed Basic Rent and Additional Rent from the date of
such default to the date of expiration of the term demised and other sums
herein agreed to be paid by Lessee, less the net proceeds of the reletting,
if any, received by Lessor during the remainder of the unexpired term
hereof, as ascertained from time to time, and the same shall be payable by
Lessee on the several rent days above specified. Lessee shall not be
entitled to any surplus accruing as a result of any such reletting. In
reletting the Premises as aforesaid, Lessor may grant rent concessions, and
Lessee shall not be credited therewith. No such reletting shall constitute
a surrender and acceptance or be deemed evidence thereof. If Lessor elects,
pursuant hereto, actually to occupy and use the Premises or any part
thereof during any part of the balance of the Term as originally fixed or
since extended, there shall be allowed against Lessee's obligation for rent
or damages as herein defined, during the period of Lessor's occupancy, the
reasonable value of such occupancy, not to exceed, in any event, the Fixed
Basic Rent and Additional Rent herein reserved and such occupancy shall not
be construed as a release of Lessee's liability hereunder.
Alternatively, and in lieu of the immediately preceding paragraph, in any
case where Lessor has recovered possession of the Premises by reason of
Lessee's default, Lessor may at Lessor's option, and at any time
thereafter, and without notice or other action by Lessor, and without
prejudice to any other rights or remedies it might have hereunder or at law
or equity, become entitled to recover from Lessee, as Damages for such
breach, in addition to such other sums herein agreed to be paid by Lessee,
to the date of re-entry, expiration and/or dispossess, an amount equal to
the difference between the Fixed Basic Rent and Additional Rent reserved in
this Lease from the date of such default to the date of Expiration of the
original Term demised and the then fair and reasonable rental value of the
Premises for the same period. Said Damages shall become due and payable to
Lessor immediately upon such breach of this Lease and without regard to
whether this Lease be terminated or not, and if this Lease be terminated,
without regard to the manner in which it is terminated. In the computation
of such Damages, the difference between an installment of Fixed Basic Rent
and Additional Rent thereafter becoming due and the fair and reasonable
rental value of the Premises for the period for which such installment was
payable shall be discounted to the date of such default at the rate of not
more than six percent (6%) per annum.
Lessee hereby waives all right of redemption to which Lessee or any person
under Lessee might be entitled by any law now or hereafter in force.
Lessor's remedies hereunder are in addition to any remedy allowed by law.
15. SUBORDINATION OF LEASE:
This Lease shall, at Lessor's option, or at the option of any holder of any
underlying lease or holder of any mortgages or trust deed, be subject and
subordinate to any such underlying leases and to any such mortgages or
trust deed which may now or hereafter affect the real property of which the
Premises form a part, and also to all renewals, modifications,
consolidations and replacements of said underlying leases and said
mortgages or trust deed. Although no instrument or act on the part of
Lessee shall be necessary to effectuate such subordination, Lessee will,
nevertheless, execute and deliver such further instruments confirming such
subordination of this Lease as may be desired by the holders of said
mortgages or trust deed or by any of the lessor's under such underlying
leases. Lessee hereby appoints Lessor attorney-in-fact, irrevocably, to
execute and deliver any such instrument for Lessee. If any underlying lease
to which this Lease is subject terminates, Lessee shall, on timely request,
attorn to the owner of the reversion.
16. SECURITY DEPOSIT:
Lessee shall deposit with Lessor on the signing of this Lease, the Security
Deposit as defined in the Preamble for the full and faithful performance of
Lessee's obligations under this Lease, including without limitation, the
surrender of possession of the Premises to Lessor as herein provided. If
Lessor applies any part of said Security Deposit to cure any default of
Lessee, Lessee shall, on demand, deposit with Lessor the amount so applied
so that Lessor shall have the full Security Deposit on hand at all times
during the Term of this Lease. In the event a bona fide sale, subject to
this Lease, Lessor shall have the right to transfer the Security Deposit to
the vendee, and Lessor shall be considered released by Lessee from all
liability for the return of the Security Deposit; and Lessee agrees to look
solely to the new lessor for the return of the Security Deposit, and it is
agreed that this shall apply to every transfer or assignment made of the
Security Deposit to the new lessor. Provided this Lease is not in default,
the Security Deposit (less any portions thereof used, applied or retained
by Lessor in accordance with the provisions of this Article 16), shall be
returned to Lessee after the expiration or sooner termination of this Lease
and after delivery of the entire Premises to Lessor in accordance with the
provisions of this Lease. Lessee covenants that it will not assign or
encumber or attempt to assign or encumber the Security Deposit and Lessor
shall not be bound by any such assignment, encumbrance or attempt thereof.
In the event of the insolvency of Lessee, or in the event of the entry of a
judgment in any court against Lessee which is not discharged within thirty
(30) days after entry, or in the event a petition is filed by or against
Lessee under any chapter of the bankruptcy laws of the State of Maryland or
the United States of America, then in such event, Lessor may require the
Lessee to deposit additional security in an amount which in Lessor's sole
judgment would be sufficient to adequately assure Lessee's performance of
all of its obligations under this Lease including all payments subsequently
accruing. Failure of Lessee to deposit the security required by this
Article 16 within ten (10) days after Lessor's written demand shall
constitute a material breach of this Lease by Lessee.
17. RIGHT TO CURE LESSEE'S BREACH:
If Lessee breaches any covenant or condition of this Lease, Lessor may, on
reasonable written notice to Lessee (except that no notice need be given in
case of emergency), cure such breach at the expense of Lessee and the
reasonable amount of all expenses, including attorney's fees, incurred by
Lessor in so doing (whether paid by Lessor or not) shall be deemed
Additional Rent payable on demand.
18. MECHANIC'S LIENS:
Lessee shall, within fifteen (15) days after notice from Lessor, discharge
or satisfy by bonding or otherwise any mechanic liens for materials or
labor claimed to have been furnished to the Premises on Lessee's behalf.
19. RIGHT TO INSPECT AND REPAIR:
Lessor may enter the Premises but shall not be obligated to do so (except
as required by any specific provision of this Lease) at any reasonable time
on reasonable notice to Lessee (except that no notice need be given in case
of emergency) for the purpose of inspection or the making of such repairs,
replacement or additions in, to, on and about the Premises or the Building,
as Lessor deems necessary or desirable. Lessee shall have no claims or
cause of action against Lessor by reason thereof. When entering the
Premises, Lessor shall be accompanied by a representative of Lessee. Lessee
shall make such representative available upon reasonable notice from Lessor
(except that no notice need be given in case of emergency). Lessor shall
use reasonable efforts to minimize its interference with Lessee's business
operation in the Premises. In no event shall Lessee have any claim against
Lessor for interruption of Lessee's business, however occurring, including
but not limited to that arising from the negligence of Lessor, its agents,
servants or invitees, or from defects, errors or omissions in the
construction or design of the Premises and/or the Building, including the
structural and non-structural portions thereof.
20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:
Subject to intervening laws, ordinances, regulations and executive orders,
while Lessee is not in default under any of the provisions of this Lease,
Lessor agrees to furnish, except on holidays, as set forth on Exhibit E
attached hereto and made a part hereof:
a. The cleaning services, as set forth on Exhibit D attached hereto and
made a part hereof, and subject to the conditions therein stated. Except as
set forth on Exhibit D, Lessee shall pay the cost of all other cleaning
services required by Lessee.
b. Heating, ventilating and air conditioning (herein "HVAC") as appropriate
for the season, and as set forth on Exhibit C-1, attached hereto and made a
part hereof, together with Common Facilities lighting and electric energy
all during Building Hours, as defined in the Preamble.
c. Cold and hot water for drinking and lavatory purposes.
d. Elevator service during Building Hours (if the Building contains an
elevator or elevators for the use of the occupants thereof).
e. Restroom supplies and exterior window cleaning when reasonably required.
f. Notwithstanding the requirements of Exhibit C-1 (as to HVAC) or D or any
other provision of this Lease, Lessor shall not be liable for failure to
furnish any of the aforesaid services when such failure is due to Force
Majeure, as hereinafter defined. Lessor shall not be liable, under any
circumstances, including, but not limited to, that arising from the
negligence of Lessor, its agents, servants or invitees, or from defects,
errors or omissions in the construction or design of the Premises and/or
the Building, including the structural and non-structural portions thereof,
for loss of or injury to Lessee or to property, however occurring, through
or in connection with or incidental to the furnishings of, or failure to
furnish, any of the aforesaid services or for any interruption to Lessee's
business, however occurring.
21. INTERRUPTION OF SERVICES OR USE:
Interruption or curtailment of any service maintained in the Building or at
the Office Building Area, if caused by Force Majeure, as hereinafter
defined, shall not entitle Lessee to any claim against Lessor or to any
abatement in rent, and shall not constitute a constructive or partial
eviction, unless Lessor fails to take measures as may be reasonable under
the circumstances to restore the service without undue delay. If the
Premises are rendered untenantable in whole or in part, for a period of ten
(10) consecutive business days, by the making of repairs, replacements or
additions, other than those made with Lessee's consent or caused by misuse
or neglect by Lessee, or Lessee's agents, servants, visitors or licensees,
there shall be a proportionate abatement of Rent from and after said tenth
(10th) consecutive business day and continuing for the period of such
untenantability. In no event, shall Lessee be entitled to claim a
constructive eviction from the Premises unless Lessee shall first have
notified Lessor in writing of the condition or conditions giving rise
thereto, and if the complaints be justified, unless Lessor shall have
failed, within a reasonable time after receipt of such notice, to remedy,
or commence and proceed with due diligence to remedy such condition or
conditions, all subject to Force Majeure as hereinafter defined.
22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE:
The cost of electric current which is supplied by the Lessor for use by the
Lessee in the Premises, other than for heating or air conditioning
purposes, shall be reimbursed to the Lessor at terms, classification and
rates normally charged by the public utility companies serving that part of
the municipality where the subject Premises are located, plus if applicable
the utility rate charged by the energy supply company.
a. From and after the Commencement Date, Lessee agrees to pay as
Additional Rent an estimated electrical charge of $.10 per square foot
per month, payable on the first day of each and every month, until
such time as an electrical survey can be performed pursuant to Article
22(b) below.
b. Lessee agrees that an independent electrical engineering consultant
shall make a survey of electric power demand of the electric lighting
fixtures and the electric equipment of Lessee used in the Premises to
determine the average monthly electric consumption thereof, and the
costs of said survey shall be borne by Lessee. The findings of said
consultant as to the average monthly electric consumption of Lessee
shall, unless objected to by Lessee within forty-five (45) days, be
conclusive and binding on Lessor and Lessee. After Lessor's consultant
has submitted its report, Lessee shall pay to Lessor, within ten (10)
days after demand therefor by Lessor, the amount (based on the monthly
consumption found by such consultant) as owing from the Lease Term's
Commencement Date, and the then expired months, to include the then
current month and thereafter adjusted for the estimated electrical
charges already paid pursuant to Article 22(a), on the first day of
every month, in advance, the amount set forth as the monthly
consumption in said report. Said amounts shall be treated as
Additional Rent due hereunder. Proportionate sums shall be payable for
periods of less than a full month if the Term commences or ends on any
other than the first or last day of the month. If Lessee objects to
said findings, Lessee shall nevertheless pay and continue to pay the
amount determined by Lessor's consultant until the issue is finally
resolved, but Lessee may, at its expense, seek the services of an
independent electrical consultant who shall make a survey as provided
above. If Lessor's and Lessee's consultant cannot agree as to Lessee's
consumption within thirty (30) days of Lessee's consultant's findings
either Lessor or Lessee may request the American Arbitration
Association at its office nearest the Building to appoint an
electrical engineering consultant whose decision shall be final and
binding on Lessor and Lessee, and whose cost shall be shared equally.
Upon the issue being finally resolved, any overpayment made by Lessee
shall be promptly refunded.
c. In the event that there shall be an increase or decrease in the
rate schedule (including surcharges or demand adjustments), of the
public utility for the supply of Building Standard Office Electrical
Service, or the imposition of any tax with respect to such service or
increase in any such tax following the Lease Term's commencement, the
Additional Rent payable hereunder shall be adjusted equitably to
reflect the increase or decrease in rate or imposition or increase in
the aforesaid tax. All computations shall be made on the basis of
Lessee's surveyed usage as if a meter exclusively measuring such usage
to the Premises was in place.
d. Lessee covenants that it shall notify Lessor immediately upon the
introduction of any office equipment or lighting different from that
on the Premises as of Lessor's electrical survey or in addition to the
aforesaid equipment or lighting on the Premises as of said survey. The
introduction of any new or different equipment or lighting shall be
cause for, at Lessor's election, a resurveying of the Premises at
Lessee's expense. Lessor reserves the right to inspect the Premises to
insure compliance with this provision.
e. Lessor shall not be liable in any way to Lessee for any loss,
damage or expense which Lessee may sustain or incur as a result of any
failure, defect or change in the quantity or character of electrical
energy available for redistribution to the Premises pursuant to this
Article 22 nor for any interruption in the supply, and Lessee agrees
that such supply may be interrupted for inspection, repairs and
replacement and in emergencies. In any event, the full measure of
Lessor's liability for any interruption in the supply due to Lessor's
acts or omissions shall be an abatement of Fixed Basic Rent and
Additional Rent, unless Lessor fails to take such measures as may be
reasonable under the circumstances to restore such service without
undue delay. In no event shall Lessor be liable for any business
interruption suffered by Lessee.
f. Lessor, at Lessee's expense, shall furnish and install all
replacement lighting tubes, lamps, ballasts and bulbs required in the
Premises. Lessee, however, shall have the right to furnish and/or
install any or all of the items mentioned in this Article 22(f).
g. Lessee's use of electrical service as contemplated herein shall be
during Building Hours, and any use in excess of said Building Hours
shall result in an adjustment as set forth in Article 22(a) hereof to
reflect such additional consumption.
23. ADDITIONAL RENT:
It is expressly agreed that Lessee will pay in addition to the Fixed Basic
Rent provided in Article 3 hereof, an Additional Rent to cover Lessee's
Percentage as defined in the Preamble, of the increased cost to Lessor, for
each of the categories enumerated herein, over the "Base Period Costs", as
defined in the Preamble for said categories.
a. OPERATING COST ESCALATION -- If the Operating Costs incurred for the
Building in which the Premises are located and Office Building Area
for any Lease Year or Partial Lease Year during the Lease Term shall
be greater than the Base Operating Costs (adjusted proportionately for
periods less than a Lease Year), then Lessee shall pay to Lessor, as
Additional Rent, Lessee's Percentage of all such excess Operating
Costs. Operating Costs shall include, by way of illustration and not
of limitation: personal property taxes; management fees; labor,
including all wages and salaries; social security taxes, and other
taxes which may be levied against Lessor upon such wages and salaries;
supplies; repairs and maintenance; maintenance and service contracts;
painting; wall and window washing; laundry and towel service; tools
and equipment (which are not required to be capitalized for federal
income tax purposes); trash removal; lawn care; snow removal and all
other items properly constituting direct operating costs according to
standard accounting practices (hereinafter collectively referred to as
the "Operating Costs"), but not including depreciation of Building or
equipment; interest; income or excess profits taxes; costs of
maintaining the Lessor's corporate existence; franchise taxes; any
expenditures required to be capitalized for federal income tax
purposes, unless said expenditures are for the purpose of reducing
Operating Costs within the Building and Office Building Area, or those
which under generally applied real estate practice are expensed or
regarded as deferred expenses or are required under any governmental
or quasi-governmental law, statute, ordinance, rule, order,
requirements or regulation, in which event the costs thereof shall be
included. Notwithstanding anything contained herein to the contrary,
any additional costs incurred by Lessor during the 2006 Calendar Year
by reason of Lessor or any of its vendors entering into new labor
contracts or renewals or modifications of existing labor contracts
shall not be included in Base Operating Costs. In addition, Lessee
shall pay Lessor Lessee's Percentage of all costs and expenses
incurred by Lessor in connection with complying with any "homeland
security" requirements, and such costs and expenses shall not be
included in Operating Costs. The Base Operating Costs shall as be as
defined in the Preamble.
Operating Costs shall also include the total cost and expenses
incurred by Lessor maintaining certain areas of the Capital Office
Park (the "Business Park") for the following items:
a. The cost of maintaining Business Park signs and lessee
directories; and
b. the cost of water, electricity and other utilities used in
connection with the operation and maintenance of the Business Park and
that part of any area demised to a lessee; and
c. other costs reasonably incurred by Lessor to maintain the
Business Park or cost incurred for services benefiting all lessees or
occupants of the Business Park which, in the reasonable opinion of the
Lessor are services desirable to operate the Business Park and not
otherwise included or specifically prohibited under this Article 23;
and
d. the cost of maintaining common facilities used by all lessees
such as common grass areas, boulevard dividers, curbing and lighting.
All costs associated with the operation of the Business Park shall be
appropriately allocated among all of the buildings in the Business
Park owned by Lessor.
b. FUEL, UTILITIES AND ELECTRIC COST ESCALATION (hereinafter referred
to as "Utility and Energy Costs") - If the Utility and Energy Costs,
including any fuel surcharges or adjustments with respect thereto,
incurred for water, sewer, gas, electric, other utilities and heating,
ventilating and air conditioning for the Building, to include all
leased and leasable areas (not separately billed or metered within the
Building), and Common Facilities electric, lighting, water, sewer and
other utilities for the Building and Office Building Area, for any
Lease Year or Partial Lease Year, during the Term, shall be greater
than the Base Utility and Energy Costs (adjusted proportionately for
periods less than a Lease Year), then Lessee shall pay to Lessor as
Additional Rent, Lessee's Percentage of all such excess Utility and
Energy Costs. As used in this Article 23, the Base Utility and Energy
Costs shall be as defined in the Preamble.
c. TAX ESCALATION -- If the Real Estate Taxes for the Building and
Office Building Area at which the Premises are located for any Lease
Year or Partial Lease Year, during the Lease Term, shall be greater
than the Base Real Estate Taxes (adjusted proportionately for periods
less than a Lease Year), then Lessee shall pay to Lessor as Additional
Rent, Lessee's Percentage as hereinafter defined, of all such excess
Real Estate Taxes.
As used in this Article 23(c), the words and terms which follow
mean and include the following:
i. "Base Real Estate Taxes" shall be as defined in the Preamble.
ii. "Real Estate Taxes" shall mean the property taxes and assessments
imposed upon the Building and Office Building Area, or upon the
rent, as such, payable to the Lessor, including, but not limited
to, real estate, city, county, village, school and transit taxes,
or taxes, assessments, or charges levied, imposed or assessed
against the Building and Office Building Area by any other taxing
authority, whether general or specific, ordinary or
extraordinary, foreseen or unforeseen. If due to a future change
in the method of taxation, any franchise, income or profit tax
shall be levied against Lessor in substitution for, or in lieu
of, or in addition to, any tax which would otherwise constitute a
Real Estate Tax, such franchise, income or profit tax shall be
deemed to be a Real Estate Tax for the purposes hereof;
conversely, any additional real estate tax hereafter imposed in
substitution for, or in lieu of, any franchise, income or profit
tax (which is not in substitution for, or in lieu of, or in
addition to, a Real Estate Tax as hereinbefore provided) shall
not be deemed a Real Estate Tax for the purposes hereof.
d. INSURANCE COST ESCALATION - If the Insurance Costs for the Building
and Office Building Area for any Lease Year or partial Lease Year
during the Term shall be greater than the Base Insurance Costs
(adjusted proportionately for periods less than a Lease Year), Lessee
shall pay to Lessor as Additional Rent for each Lease Year or partial
Lease Year commencing from and after the Commencement Date, Lessee's
Percentage of such excess Insurance Costs.
As used in this Article 23(d), the words and terms which follow mean
and include the following:
i. "Base Insurance Costs" shall be as defined in the Preamble.
ii. "Insurance Costs" shall mean all fire and other insurance costs
incurred by Lessor in connection with its operation and maintenance of
the Building and Office Building Area, for any Lease Year or Partial
Lease Year, during the Term.
e. LEASE YEAR -- As used in this Article 23, Lease Year shall mean a
calendar year. Any portion of the Term which is less than a Lease Year
as hereinbefore defined, that is, from the Commencement Date through
the following December 31, and from the last January 1, falling within
the Term to the end of the Term, shall be deemed a "Partial Lease
Year". Any reference in this Lease to a Lease Year shall, unless the
context clearly indicates otherwise, be deemed to be a reference to a
Partial Lease Year if the period in question involves a Partial Lease
Year.
f. PAYMENT -- At any time, and from time to time, after the establishment
of the Base Period Costs for each of the categories referred to above,
Lessor shall advise Lessee in writing of Lessee's Percentage share
with respect to each of the categories as estimated for the next
twelve (12) month period (or proportionate part thereof if the last
period prior to the Lease's expiration is less than twelve (12)
months) as then known to the Lessor, and thereafter, the Lessee shall
pay as Additional Rent, Lessee's Percentage share of these costs for
the then current period affected by such advice (as the same may be
periodically revised by Lessor as additional costs are incurred) in
equal monthly installments, such new rates being applied to any
months, for which the Fixed Basic Rent shall have already been paid
which are affected by the Operating Cost Escalation and/or Utility and
Energy Cost Escalation and/or Tax Escalation Costs and/or Insurance
Costs above referred to, as well as the unexpired months of the
current period, the adjustment for the then expired months to be made
at the payment of the next succeeding monthly rental, all subject to
final adjustment at the expiration of each Lease Year as defined in
Article 23(e) hereof (or Partial Lease Year if the last period prior
to the Lease's termination is less than twelve (12) months). However,
Lessor shall be reimbursed by Lessee monthly during the first year of
the Term for additional Utility and Energy Cost Escalations resulting
from an increase in the monthly rate over the Base Utility Rate.
In the event the last period prior to the Lease's termination is less
than twelve (12) months, the Base Period Costs during said period
shall be proportionately reduced to correspond to the duration of said
final period.
g. BOOKS AND REPORTS -- For the protection of Lessee, Lessor shall
maintain books of account which shall be open to Lessee and its
representatives at all reasonable times so that Lessee can determine
that such Operating, Utility and Energy and Real Estate Tax Costs
have, in fact, been paid or incurred. Lessee's representatives shall
mean only (i) Lessee's employees or (ii) a Certified Public Accounting
firm, and neither Lessee's employees nor any Certified Public
Accounting firm shall be permitted to (i) perform such inspection
and/or audit on a contingency basis, or (ii) perform such an
inspection and/or audit for any other tenant in the Building. At
Lessor's request, Lessee shall execute a confidentiality agreement
reasonably acceptable to Lessor prior to any examination of Lessor's
books and records. In the event Lessee disputes any one or more of
said charges, Lessee shall attempt to resolve such dispute with
Lessor, provided that if such dispute shall not be satisfactorily
settled between Lessor and Lessee, the dispute shall be referred by
either party to an independent certified public accountant to be
mutually agreed upon, and if such an accountant cannot be agreed upon,
The American Arbitration Association may be asked by either party to
select an arbitrator, whose decision on the dispute will be final and
binding upon both parties, who shall jointly share any cost of such
arbitration. Pending resolution of said dispute the Lessee shall pay
to Lessor the sum so billed by Lessor subject to its ultimate
resolution as aforesaid.
h. RIGHT OF REVIEW -- Once Lessor shall have finally determined said
Operating, Utility and Energy or Real Estate Tax Costs at the
expiration of a Lease Year, then as to the item so established, Lessee
shall only be entitled to dispute said charge as finally established
for a period of six (6) months after such charge is finally
established, and Lessee specifically waives any right to dispute any
such charge at the expiration of said six (6) month period.
i. OCCUPANCY ADJUSTMENT -- If, with respect to Operating Cost Escalation,
as established in Article 23(a) hereof, and Utility and Energy Cost
Escalation, as established in Article 23(b) hereof, the Building is
less than eighty-five percent (85%) occupied during the establishment
of the respective Base Periods, then the Base Costs incurred with
respect to said Operating Cost or Utility and Energy Cost shall be
adjusted during any such period within the Base Period so as to
reflect eighty-five percent (85%) occupancy. Similarly, if during any
Lease Year or Partial Lease Year, subsequent to the Base Period the
Building is less than eighty-five percent (85%) occupied, then the
actual costs incurred for Operating Cost and Utility and Energy Cost
shall be increased during any such period to reflect eighty-five
percent (85%) occupancy so that at all times after the Base Period the
Operating Cost or Utility and Energy Cost shall be actual costs, but
in the event less than eighty-five percent (85%) of the Building is
occupied during all or part of the Lease Year involved, the Operating
Cost or Utility and Energy Cost shall not be less than that which
would have been incurred had eighty-five percent (85%) of the Building
been occupied. The aforesaid adjustment shall only be made with
respect to those items that are in fact affected by variations in
occupancy levels.
24. LESSEE'S ESTOPPEL:
Lessee shall, from time to time, on not less that ten (10) days prior
written request by Lessor, execute, acknowledge and deliver to Lessor
a written statement certifying that the Lease is unmodified and in
full force and effect, or that the Lease is in full force and effect
as modified and listing the instruments of modification; the dates to
which the rents and charges have been paid; and, to the best of
Lessee's knowledge, whether or not Lessor is in default hereunder, and
if so, specifying the nature of the default. It is intended that any
such statement delivered pursuant to this Article 24 may be relied on
by a prospective purchaser of Lessor's interest or mortgagee of
Lessor's interest or assignee of any mortgage of Lessor's interest.
Lessee shall also execute and deliver the form "Lessee Estoppel
Certificate" attached hereto as Exhibit F.
25. HOLDOVER TENANCY:
If Lessee holds possession of the Premises after the Expiration Date
of this Lease, Lessee shall (i) become a tenant from month to month
under the provisions herein provided, but at one hundred seventy-five
percent (175%) of the monthly Fixed Basic Rent for the last month of
the Term, plus the Additional Rent, for the first four (4) months of
Lessee's holding over and two hundred percent (200%) of the monthly
Fixed Basic Rent for the last month of the Term, plus the Additional
Rent, thereafter, which shall continue as provided in the Lease which
sum shall be payable in advance on the first day of each month, and
without the requirement for demand or notice by Lessor to Lessee
demanding delivery of possession of said Premises, and such tenancy
shall continue until terminated by Lessor, or until Lessee shall have
given to Lessor, at least sixty (60) days prior to the intended date
of termination, a written notice of intent to terminate such tenancy,
which termination date must be as of the end of a calendar month; and
(ii) indemnify Lessor against loss or liability resulting from the
delay by Lessee in so surrendering the Premises including, without
limitation, any claims made by any succeeding occupant founded on such
delay. Lessee's obligations under this Section shall survive the
expiration or sooner termination of the Lease. The time limitations
described in this Article 25 shall not be subject to extension for
Force Majeure.
26. RIGHT TO SHOW PREMISES:
Lessor may show the Premises to prospective purchasers and mortgagees;
and during the twelve (12) months prior to termination of this Lease,
to prospective tenants, during Building Hours on reasonable notice to
Lessee. During the last twelve (12) months of the Term, Lessor or any
prospective lessee shall have the right to enter the space to perform
inspections, surveys, measurements or such other reasonable activities
as may be necessary to prepare the Premises for occupancy by the
succeeding lessee.
27. LESSOR'S WORK - LESSEE'S DRAWINGS:
a. Lessor agrees that, prior to the commencement of the Term of this
Lease, it will do substantially all of the work in the Premises in
accordance with Exhibit C attached hereto and made a part hereof.
b. Lessee will timely supply such drawings and information to Lessor
as set forth in Exhibit C. Any delay occasioned by Lessee's failure to
timely supply such drawings and information shall not delay the
Commencement Date of the Term and Lessee's obligations hereunder, and
the same shall commence on the date the Premises would have been
delivered to Lessee pursuant to Article 2, but for Lessee's delay.
c. Lease commencement shall occur and the Commencement Date is defined
as that date when Lessor has done substantially all of the work to be
done by Lessor in accordance with Exhibit C and a (temporary or final)
certificate of occupancy or its equivalent has been issued by the
applicable public authority if required by law for Lessee to occupy
the Premises, unless Lessor has been precluded from completing said
work as a result of Lessee's acts or omissions including, but not
limited to, its failure to comply with Article 27(b) hereof. Occupancy
by Lessee or the delivery of a Certificate of Occupancy by Lessor (if
required pursuant to local law) shall be prima facie evidence that
Lessor has done substantially all of the work.
28. WAIVER OF TRIAL BY JURY:
To the extent such waiver is permitted by law, the parties waive trial by
jury in any action or proceeding brought in connection with this Lease or
the Premises.
29. LATE CHARGE:
Anything in this Lease to the contrary notwithstanding, at Lessor's option,
Lessee shall pay a "Late Charge" of five percent (5%) of any installment of
Fixed Basic Rent or Additional Rent not paid or paid more than five (5)
days after the due date thereof, to cover the extra expense involved in
handling delinquent payments, said Late Charge to be considered Additional
Rent. The amount of the Late Charge to be paid by Lessee shall be
reassessed and added to Lessee's obligations for each successive monthly
period until paid.
Notwithstanding anything in this Article to the contrary, Lessor shall
waive a Late Charge one time during each Lease Year provided, however, the
installment of Fixed Basic Rent or Additional Rent so due is paid by the
fifteenth (15th) day of the month. Payment received subsequent to the
fifteenth (15th) of the month during these grace periods shall require a
Late Charge to be reassessed and added to Lessee's obligations hereunder.
30. LESSEE'S INSURANCE:
a. Lessee covenants to provide at Lessee's cost and expense on or before
the earlier of (i) the Commencement Date, or (ii) Lessee's taking actual
possession for the purpose of completing any improvement work, and to keep in
full force and effect during the entire Term and so long thereafter as Lessee,
or anyone claiming by, through or under Lessee, shall occupy the Premises,
insurance coverage as follows:
i. Commercial General Liability insurance with contractual liability
endorsements with respect to the Premises and the business of
Lessee in which Lessee shall be adequately covered under limits
of liability of not less than FIVE MILLION AND 00/100 DOLLARS
($5,000,000.00) combined single limit per occurrence for bodily
or personal injury (including death) and property damage. Such
insurance may be carried (x) under a blanket policy covering the
Premises and other locations of Lessee, if any, provided that
each such policy shall in all respects comply with this Article
and shall specify that the portion of the total coverage of such
policy that is allocated to the Premises is in the amounts
required pursuant to this Article 30 and (y) under a primary
liability policy of not less than ONE MILLION AND 00/100 DOLLARS
($1,000,000.00) and the balance under an umbrella policy.
Notwithstanding anything to the contrary contained in this Lease,
the carrying of insurance by Lessee in compliance with this
Article 30 shall not modify, reduce, limit or impair Lessee's
obligations and liability under Article 33 hereof.
ii. Fire and Extended Coverage, Vandalism, Malicious Mischief,
Sprinkler Leakage and Special Extended Coverage Insurance in an
amount adequate to cover the cost of replacement of all personal
property, decoration, trade fixtures, furnishings, equipment in
the Premises and all contents therein. Lessor shall not be liable
for any damage to such property of Lessee by fire or other peril
includable in the coverage afforded by the standard form of fire
insurance policy with extended coverage endorsement attached
(whether or not such coverage is in effect), no matter how
caused, it being understood that the Lessee will look solely to
its insurer for reimbursement.
iii. Worker's Compensation Insurance in the minimum statutory amount
covering all persons employed by Lessee.
iv. Said limits shall be subject to periodic review and Lessor
reserves the right to increase said coverage limits if, in the
reasonable opinion of Lessor, said coverage becomes inadequate
and is less than that commonly maintained by tenants in similar
buildings in the area by tenants making similar uses. On or
before the Commencement Date, and thereafter at Lessor's request,
Lessee shall provide Lessor evidence of the insurance coverage
required herein in the form of a duplicate original insurance
policy, an insurance binder (countersigned by the insurer), or
Evidence of Insurance (in form ACORD 27 with respect to property
insurance and ACORD 25-S with respect to liability insurance) for
each of the insurance policies Lessee is required to carry in
compliance with its obligations under this Lease.
b. All of the aforesaid insurance shall (i) name Lessor as an additional
insured on a primary basis; (ii) be written by one or more responsible
insurance companies licensed in the State of Maryland satisfactory to
Lessor and in form satisfactory to Lessor; (iii) contain endorsements
substantially as follows: "It is understood and agreed that the
insurer will give to Lessor, or any successor lessor, c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey, thirty
(30) days prior written notice of any material change in or
cancellation of this policy."; (iv) shall be written on an
"occurrence" basis and not on a "claims made" basis.
c. Lessee shall be solely responsible for payment of premium and Lessor
(or its designee) shall not be required to pay any premium for such
insurance. Lessee shall deliver to Lessor at least fifteen (15) days
prior to the expiration of such policy, either a duplicate original or
a certificate it being the intention of the parties hereto that the
insurance required under the terms hereof shall be continuous during
the entire Term of this Lease and any other period of time during
which pursuant to the Term hereof, said insurance is required. Any
insurance carried by Lessor shall be in excess of and will not
contribute with the insurance carried by Lessee for injuries or damage
arising out of the Premises.
d. Lessee agrees, at its own cost and expense, to comply with all rules
and regulations of the National Fire Protection Association (NFPA)
National Fire Code. If, at any time or from time to time, as a result
of or in connection with any failure by Lessee to comply with the
foregoing sentence or any act or omission or commission by Lessee, its
employees, agents, contractors or licensees, or a result of or in
connection with the use to which the Premises are put (notwithstanding
that such use may be for the purposes hereinbefore permitted or that
such use may have been consented to by Lessor), the fire insurance
rate(s) applicable to the Premises shall be higher than that which
would be applicable for a business office legally permitted therein,
Lessee agrees that it will pay to Lessor as Additional Rent, such
portion of the premiums for all Lessor's fire insurance policies in
force with respect to the building and the contents of any occupant
thereof as shall be attributable to such higher rate(s).
e. Lessor makes no representation that the limits of liability specified
to be carried by Lessee or Lessor under the terms of this Lease are
adequate to protect Lessee against Lessee's undertaking under this
Article 30, and in the event Lessee believes that any such insurance
coverage called for under this Lease is insufficient, Lessee shall
provide, at is own expense, such additional insurance as Lessee deems
adequate.
f. In the event the Premises or its contents are damaged or destroyed by
fire or other insured casualty, (i) Lessor, to the extent of the
coverage of Lessor's policies of fire insurance, hereby waives its
rights, if any, against Lessee with respect to such damage or
destruction, even if said fire or other casualty shall have been
caused, in whole or in part, by the negligence of Lessee, and (ii)
Lessee, to the extent of the coverage of Lessee's policies of fire
insurance with extended coverage, hereby waives its rights, if any,
against Lessor with respect to such damage, or destruction, even if
said fire or other casualty shall have been caused, in whole or in
part, by the negligence of Lessor; provided, however, such waivers of
subrogation shall only be effective with respect to loss or damage
occurring during such time as Lessor's or Lessee's policies of fire
insurance (as the case may be) shall contain a clause or
endorsement providing in substance that the aforesaid waiver of
subrogation shall not prejudice the type and amount of coverage under
such policies or the right of Lessor or Lessee (as the case may be) to
recover thereunder. If, at any time, Lessor's or Lessee's insurance
carrier refuses to write insurance which contains a consent to the
foregoing waiver of subrogation, Lessor or Lessee, as the case may be,
shall notify the party thereof in writing, and upon the giving of such
notice, the provisions of this Section shall be null and void as to
any casualty which occurs after such notice. If Lessor's or Lessee's
insurance carrier shall make a charge for the incorporation of the
aforesaid waiver of subrogation in its policies, then the party
requesting the waiver shall promptly pay such charge to the other
party upon demand. In the event the party requesting their waiver
fails to pay such charge upon demand, the other party shall be
released of its obligation to supply such waiver.
g. Should Lessee fail to maintain the insurance coverage as set forth in
this Article 30, then Lessee shall be in default hereunder and shall
be deemed to have breached its covenants as set forth herein.
31. NO OTHER REPRESENTATIONS:
No representations or promises shall be binding on the parties hereto
except those representations and promises contained herein or in some
future writing signed by the party making such representation(s) or
promise(s).
32. QUIET ENJOYMENT:
Lessor covenants that if, and so long as, Lessee pays Fixed Basic Rent, and
any Additional Rent as herein provided, and performs Lessee's covenants
hereof, Lessor shall do nothing to affect Lessee's right to peaceably and
quietly have, hold and enjoy the Premises for the Term herein mentioned,
subject to the provisions of this Lease.
33. INDEMNITY:
Lessee shall defend, indemnify and save harmless Lessor and its agents
against and from; (a) any and all claims (i) arising from (x) the conduct
or management by Lessee, its subtenants, licensees, its or their employees,
agents, contractors or invitees on the Premises or of any business therein,
or (y) any work or thing whatsoever done, or any condition created (other
than by Lessor for Lessor's or Lessee's account) in or about the Premises
during the Term of this Lease, or during the period of time, if any, prior
to the Commencement Date that Lessee may have been given access to the
Premises, (z) any default by Lessee under the terms, covenants and
conditions of this Lease or (ii) arising from any negligent or otherwise
wrongful act or omission of Lessee or any of its subtenants or licensees or
its or their employees, agents, contractors or invitees, and (b) all costs,
expenses and liabilities including attorneys fees and disbursements
incurred in or in connection with each such claim, action or proceeding
brought thereon. In case any action or proceeding be brought against Lessor
by reason of any such claim, Lessee, upon notice from Lessor, shall resist
and defend such action or proceeding.
Lessor shall defend, indemnify and save harmless Lessee and its agents
against and from; (a) any and all claims arising from: (i) the conduct or
management by Lessor, its employees, agents or contractors in the Common
Facilities (other than by Lessee); or (ii) any default by Lessor under the
terms, covenants and conditions of this Lease beyond applicable notice and
cure periods; or (iii) arising from any negligent or otherwise wrongful act
or omission of Lessor or any of its employees, agents or contractors (other
than by Lessee), and (b) all reasonable costs and expenses, as well as
liabilities including attorneys fees and disbursements incurred in or in
connection with each such claim, action or proceeding brought thereon. In
case any action or proceeding be brought against Lessee by reason of any
such claim, Lessor, upon notice from Lessee, shall resist and defend such
action or proceeding with counsel reasonably acceptable to Lessee.
34. ARTICLE HEADINGS:
The article headings in this Lease and position of its provisions are
intended for convenience only and shall not be taken into consideration in
any construction or interpretation of this Lease or any of its provisions.
35. APPLICABILITY TO HEIRS AND ASSIGNS:
The provisions of this Lease shall apply to, bind and inure to the benefit
of Lessor and Lessee, and their respective heirs, successors, legal
representatives and assigns. It is understood that the term "Lessor" as
used in this Lease means only the owner, a mortgagee in possession or a
term lessee of the Building, so that in the event of any sale of the
Building or of any lease thereof, or if a mortgagee shall take possession
of the Premises, the Lessor herein shall be and hereby is entirely freed
and relieved of all covenants and obligations of Lessor hereunder accruing
thereafter, and it shall be deemed without further agreement that the
purchaser, the term lessee of the Building, or the mortgagee in possession
has assumed and agreed to carry out any and all covenants and obligations
of Lessor hereunder.
36. OUTSIDE PARKING SPACES:
Lessee's occupancy of the Premises shall include the use of the number of
outside parking spaces as set forth in the Preamble, all of which will be
unassigned. Lessor shall not be responsible for any damage or theft of any
vehicle in the parking area and shall not be required to keep parking
spaces clear of unauthorized vehicles or to otherwise supervise the use of
the parking area. Lessee shall, upon request, promptly furnish to Lessor
the license numbers of the cars operated by Lessee and its subtenants,
licensees, invitees, concessionaires, officers and employees. If any
vehicle of the Lessee, or of any subtenant, licensee, concessionaire, or of
their respective officers, agents or employees, is parked in any part of
the Common Facilities other than the employee parking area(s) designated
therefor by Lessor, Lessee shall pay to Lessor such reasonable penalty as
may be fixed by Lessor from time to time. All amounts due under the
provisions of this Article 36 shall be deemed to be Additional Rent.
37. LESSOR'S LIABILITY FOR LOSS OF PROPERTY:
Lessor shall not be liable for any loss of property from any cause
whatsoever, including but not limited to theft or burglary from the
Premises, and any such loss arising from the negligence of Lessor, its
agents, servants or invitees, or from defects, errors or omissions in the
construction or design of the Premises and/or the Building, including the
structural and non-structural portions thereof, and Lessee covenants and
agrees to make no claim for any such loss at any time.
38. PARTIAL INVALIDITY:
If any of the provisions of this Lease, or the application thereof to any
person or circumstances, shall to any extent, be invalid or unenforceable,
the remainder of this Lease, or the application of such provision or
provisions to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and
every provision of this Lease shall be valid and enforceable to the fullest
extent permitted by law.
39. LESSEE'S BROKER:
Lessee represents and warrants to Lessor that its broker, as defined in the
Preamble is the sole broker with whom Lessee has negotiated in bringing
about this Lease and Lessee agrees to indemnify and hold Lessor and its
mortgagee(s) harmless from any and all claims of other brokers and expenses
in connection therewith arising out of or in connection with the
negotiation of or the entering into this Lease by Lessor and Lessee. In no
event shall Lessor's mortgagee(s) have any obligation to any broker
involved in this transaction. In the
event that no broker was involved as aforesaid, then Lessee represents and
warrants to the Lessor that no broker brought about this transaction, and
Lessee agrees to indemnify and hold Lessor harmless from any and all claims
of any broker arising out of or in connection with the negotiations of, or
entering into of, this Lease by Lessee and Lessor.
40. PERSONAL LIABILITY:
Notwithstanding anything to the contrary provided in this Lease, it is
specifically understood and agreed, such agreement being a primary
consideration for the execution of this Lease by Lessor, that there shall
be absolutely no personal liability on the part of Lessor, its constituent
members (to include but not be limited to, officers, directors, partners
and trustees) their respective successors, assigns or any mortgagee in
possession (for the purposes of this Article, collectively referred to as
"Lessor"), with respect to any of the terms, covenants and conditions of
this Lease, and that Lessee shall look solely to the equity of Lessor in
the Building for the satisfaction of each and every remedy of Lessee in the
event of any breach by Lessor of any of the terms, covenants and conditions
of this Lease to be performed by Lessor, such exculpation of liability to
be absolute and without any exceptions whatsoever.
41. NO OPTION:
The submission of this Lease for examination does not constitute a
reservation of, or option for, the Premises, and this Lease becomes
effective as a Lease only upon execution and delivery thereof by Lessor and
Lessee.
42. DEFINITIONS:
a. AFFILIATE -- Affiliate shall mean any corporation related to Lessee as
a parent, subsidiary or brother-sister corporation so that such
corporation and such party and other corporations constitute a
controlled group as determined under Section 1563 of the Internal
Revenue Code of 1986, as amended and as elaborated by the Treasury
Regulations promulgated thereunder or any business entity in which
Lessee has more than a fifty percent (50%) interest.
b. COMMON FACILITIES -- Common Facilities shall mean the non-assigned
parking areas; lobby; elevator(s); fire stairs; public hallways;
public lavatories; all other general Building facilities that service
all Building tenants; air conditioning rooms; fan rooms; janitors'
closets; electrical closets; telephone closets; elevator shafts and
machine rooms; flues; stacks; pipe shafts and vertical ducts with
their enclosing walls. Lessor may at any time close temporarily any
Common Facilities to make repairs or changes therein or to effect
construction, repairs or changes within the Building, or to discourage
non-tenant parking, and may do such other acts in and to the Common
Facilities as in its judgment may be desirable to improve the
convenience thereof, but shall always in connection therewith,
endeavor to minimize any inconvenience to Lessee.
c. FORCE MAJEURE -- Force Majeure shall mean and include those situations
beyond Lessor's reasonable control, including by way of example and
not by way of limitation, acts of God; accidents; repairs; strikes;
shortages of labor, supplies or materials; inclement weather; or,
where applicable, the passage of time while waiting for an adjustment
or insurance proceeds. Any time limits required to be met by either
party hereunder, whether specifically made subject to Force Majeure or
not, except those related to the payment of Fixed Basic Rent or
Additional Rent, shall, unless specifically stated to the contrary
elsewhere in this Lease, be automatically extended by the number of
days by which any performance called for is delayed due to Force
Majeure.
d. LESSEE'S PERCENTAGE -- The parties agree that Lessee's Percentage, as
defined in the Preamble, reflects and will be continually adjusted to
reflect the ratio of the gross square feet of the area rented to
Lessee (including an allocable share of all Common Facilities) [the
numerator] as compared with the total number of gross square feet of
the entire Building (or additional buildings that may be constructed
within the Office Building Area) [the denominator] measured outside
wall to outside wall, but excluding therefrom any storage areas.
Lessor shall have the right to make changes or revisions in the Common
Facilities of the Building so as to provide additional leasing area.
Lessor shall also have the right to construct additional buildings in
the Office Building Area for such purposes as Lessor may deem
appropriate, and subdivide the lands for that purpose if necessary,
and upon so doing, the Office Building Area shall become the
subdivided lot on which the Building in which the Premises is located.
However, if any service provided for in Article 23(a) or any utility
provided for in Article 23(b) is separately billed or separately
metered within the Building, then the square footage so billed or
metered shall be subtracted from the denominator and the Lessee's
proportionate share for such service and/or utility shall be
separately computed, and the Base Costs for such item shall not
include any charges attributable to said square footage. Lessee
understands that as a result of changes in the layout of the Common
Facilities from time to time occurring due to, by way of example and
not by way of limitation, the rearrangement of corridors, the
aggregate of all Building tenant proportionate shares may be equal to,
less than or greater than one hundred percent (100%).
43. LEASE COMMENCEMENT:
Notwithstanding anything contained herein to the contrary, if Lessor, for
any reason whatsoever, including Lessor's negligence except as provided for
in Article 27(b), cannot deliver possession of the Premises, as provided
for in Article 27(a), to Lessee at the commencement of the agreed Term as
set forth in Article 2, this Lease shall not be void or voidable, nor shall
Lessor be liable to Lessee for any loss or damage resulting therefrom, but
in that event, the Term shall be for the full term as specified above to
commence from and after the date Lessor shall have delivered possession of
the Premises to Lessee or from the date Lessor would have delivered
possession of the Premises to Lessee but for Lessee's failure to timely
supply to Lessor such drawings and/or information required by Exhibit C or
for any other reason attributable to Lessee (herein the "Commencement
Date") and to expire midnight of the day immediately preceding Term
anniversary of the Commencement Date, and if requested by Lessor, Lessor
and Lessee shall, ratify and confirm said Commencement and Expiration Dates
by completing and signing Exhibit G attached hereto and made a part hereof.
44. NOTICES:
Any notice by either party to the other shall be in writing and shall be
deemed to have been duly given only if (i) delivered personally or (ii)
sent by registered mail or certified mail return receipt requested in a
postage paid envelope addressed or (iii) sent by nationally recognized
overnight delivery service, if to Lessee, at the above described Building;
if to Lessor, at Lessor's address as set forth above; or, to either at such
other address as Lessee or Lessor, respectively, may designate in writing.
Notice shall be deemed to have been duly given, if delivered personally, on
delivery thereof, if mailed, upon the tenth (10th) day after the mailing
thereof or if sent by overnight delivery service, the next business day.
45. ACCORD AND SATISFACTION:
No payment by Lessee or receipt by Lessor of a lesser amount than the rent
and additional charges payable hereunder shall be deemed to be other than a
payment on account of the earliest stipulated Fixed Basic Rent and
Additional Rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment for Fixed Basic Rent or Additional
Rent be deemed an accord and satisfaction, and Lessor may accept such check
or payment without prejudice to Lessor's right to recover the balance of
such Fixed Basic Rent and Additional Rent or pursue any other remedy
provided herein or by law.
46. EFFECT OF WAIVERS:
No failure by Lessor to insist upon the strict performance of any covenant,
agreement, term or condition of this Lease, or to exercise any right or
remedy consequent upon a breach thereof, and no acceptance of full or
partial rent during the continuance of any such breach, shall constitute a
waiver of any such breach or of such covenant, agreement, term or
condition. No consent, or waiver, express or implied, by Lessor to or of
any breach of any covenant, condition or duty of Lessee shall be construed
as a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty, unless in writing signed by Lessor.
47. LEASE CONDITION:
This Lease is expressly conditioned upon Lessor receiving the consent and
approval of Lessor's mortgagee to its term and provisions not later than
thirty (30) days after its execution by Lessee, and delivery to Lessor.
Should said consent not be received within the aforesaid time period,
Lessor may, at Lessor's sole option, cancel this Lease and return the first
month's Fixed Basic Rent and Security Deposit to Lessee, which Lessee has
deposited with Lessor upon execution of this Lease, and thereafter the
parties shall have no further obligations to each other with respect to
this Lease.
48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:
Lessee agrees to give any mortgagees and/or trust deed holders, by
registered mail, a copy of any notice of default served upon Lessor,
provided that, prior to such notice, Lessee has been notified in writing
(by way of notice of assignment of rents and leases or otherwise) of the
address of such mortgagees and/or trust deed holders. Lessee further agrees
that, if Lessor shall have failed to cure such default within the time
provided for in this Lease, then the mortgagees and/or trust deed holders
shall have the same period of time afforded to Lessor within which to cure
such default, or if such default cannot be cured within that time, then
such additional time as may be necessary, if within such thirty (30) days,
any mortgagee and/or trust deed holder has commenced and is diligently
pursuing the remedies necessary to cure such default (including but not
limited to commencement of foreclosure proceedings if necessary to effect
such cure), in which event this Lease shall not be terminated while such
remedies are being so diligently pursued.
49. LESSOR'S RESERVED RIGHT:
Lessor and Lessee acknowledge that the Premises are in a Building which is
not open to the general public. Access to the Building is restricted to
Lessor, Lessee, their agents, employees, contractors and customers and to
their invited visitors. In the event of a labor dispute including a strike,
picketing, informational or associational activities directed at Lessee or
any other tenant, Lessor reserves the right unilaterally to alter Lessee's
ingress and egress to the Building or make any change in operating
conditions to restrict pedestrian, vehicular or delivery ingress and egress
to a particular location.
50. CORPORATE AUTHORITY:
If Lessee is a corporation, Lessee represents and warrants that this Lease
has been duly authorized and approved by the corporation's Board of
Directors. The undersigned officers and representatives of the corporation
represent and warrant that they are officers of the corporation with
authority to execute this Lease on behalf of the corporation, and within
fifteen (15) days of execution hereof, Lessee will provide Lessor with a
corporate resolution confirming the aforesaid. Lessee represents and
warrants to Lessor (i) that Lessee nor any person or entity that directly
owns a ten percent (10%) or greater equity interest in it nor any of its
officers, directors or managing members is a person or entity (each, a
"Prohibited Person") with whom U.S. persons or entities are restricted from
doing business under regulations of the Office of Foreign Asset Control
("OFAC") of the Department of the
Treasury (including those named on OFAC's Specially Designated and Blocked
Persons List) or under any statute, executive order (including Executive
Order 13224 (the "Executive Order") signed on September 24, 2001 and
entitled "Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism"), or other governmental
action, (ii) that Lessee's activities do not violate the International
Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 of the
regulations or orders promulgated thereunder (as amended from time to time,
the "Money Laundering Act"), and (iii) that throughout the term of this
Lease the Representing Party shall comply with the Executive Order and with
the Money Laundering Act.
51. AFTER-HOURS USE:
Lessee shall be entitled to make use of said Standard Electric Service and
HVAC beyond the Building Hours, at Lessee's sole cost and expense, provided
Lessee shall notify the Lessor by 3:00 p.m. on the day that Lessee shall
require said overtime use if said overtime use is required on any weekday,
and by 3:00 p.m. on Friday for Saturday and/or Sunday overtime use. It is
understood and agreed that Lessee shall pay the sum of SIXTY AND 00/100
DOLLARS ($60.00) per hour per zone for air-conditioning service and
FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour per zone for heating
services, plus such additional percentage increase of the aforesaid hourly
sum computed by measuring the percentage increase between the rate in
effect (including fuel surcharges or adjustments) during the month for
which such overtime use is requested and the Base Rate. The Base Rate for
purposes hereof shall be the average of the rates in effect (including
surcharges and/or adjustments) during Calendar Year 2006.
In no event shall the Lessee pay less than the sum of SIXTY AND 00/100
DOLLARS ($60.00) per hour per zone for such overtime air-conditioning
service or less than FORTYFIVE AND 00/100 DOLLARS ($45.00) per hour per
zone for such overtime heating service.
52. INTENTIONALLY OMITTED
53. BUILDING PERMIT:
This Lease is expressly conditioned upon Lessor obtaining a building permit
from the appropriate government official for Lessee's Premises. Lessor
hereby agrees to make application to said government official within five
(5) days following the execution of the construction drawings for the
Premises. As used herein, construction drawings shall mean the final plans
and specifications required pursuant to Article 27(b).
54. TERMINATION OPTION:
Notwithstanding anything to the contrary contained herein, Lessee shall
have the option to surrender the Premises ("Termination Option") in
accordance with the following terms and conditions:
a. If Lessee desires to exercise the Termination Option, Lessee shall
give Lessor irrevocable written notice ("Termination Notice") of
Lessee's exercise of this Termination Option, which shall be delivered
by certified mail which Termination Notice must be received by Lessor
no later than the date that is nine (9) full months prior to the
Termination Date. TIME IS OF THE ESSENCE with respect to Lessor's
receipt of the Termination Notice and all other deadlines in this
Article.
b. If Lessee gives the Termination Notice and complies with all the
provisions in this Article, the Lease as it applies to the Premises
only shall terminate at 11:59 p.m. on the last day of a calender month
set forth in Lessee's Termination Notice, but in no event earlier than
the last day of the month during which the day prior to the second
(2nd) year anniversary of the Commencement Date occurs (the
"Termination Date").
c. In consideration for Lessee's termination of this Lease, Lessee shall
pay Lessor a termination fee equal to the then unamortized
construction costs and leasing commissions, as the construction costs
are amortized over the Term of the Lease and
the leasing commission are amortized over three (3) years, together
with an interest factor of eight percent (8%) per annum ("Termination
Fee") simultaneously with the Termination Notice sent by Lessee to
Lessor. The amortization schedules with respect to the Termination Fee
are attached hereto as Exhibit H.
d. As of the Termination Date, Lessee's obligations to pay Fixed Based
Rent, Additional Rent, and any other costs or charges under this
Lease, and to perform all other obligations, shall cease, provided
that Lessee vacates the Premises and pays the Termination Fee in
accordance with this Article.
e. Notwithstanding the foregoing, if at any time during the period on or
after the date on which Lessee shall exercise its Termination Option,
up to and including the Termination Date, Lessee shall be in default
of this Lease, beyond any applicable notice and cure period, then
Lessor may elect, but is not obligated, to cancel and declare null and
void Lessee's exercise of the Termination Option and this Lease shall
continue in full force and effect for the full Term hereof unaffected
by Lessee's exercise of the Termination Option. If Lessor does not
cancel Lessee's exercise of the Termination Option after Lessee's
default, Lessee shall cure any default within the period of time
specified in this Lease and this obligation shall survive the
Termination Date.
f. In the event Lessee exercises the Termination Option, Lessee covenants
and agrees to surrender full and complete possession of the Premises
to Lessor on or before the Termination Date vacant, broom-clean, in
good order and condition, and, in accordance with the provisions of
this Lease, and thereafter the Premises shall be free and clear of all
leases, tenancies, and rights of occupancy of any entity claiming by
or through Lessee.
g. If Lessee shall fail to deliver possession of the Premises on or
before the Termination Date in accordance with the terms hereof,
Lessee shall be deemed to be a holdover Lessee from and after the
Termination Date, and in such event all covenants and terms of Article
25 shall apply and shall also be liable to Lessor for all costs and
expenses incurred by Lessor in securing possession of the Premises.
Lessor may accept any such sums from Lessee without prejudice to
Lessor's right to evict Lessee from the Premises by any lawful means.
h. If Lessee properly and timely exercises the Termination Option and
properly and timely satisfies all other monetary and non-monetary
obligations under this Lease, the Lease as it applies to the Premises
shall cease and expire on the Termination Date with the same force and
effect as if said Termination Date were the date originally provided
in this Lease as the Expiration Date of the Term hereof.
i. If this Lease has been assigned or all or a portion of the Premises
has been sublet, this Termination Option shall be deemed null and void
and neither Lessee nor any assignee or sublessee shall have the right
to exercise such option during the term of such assignment or
sublease.
55. RENEWAL OPTIONS:
(a) If the term of this Lease shall then be in full force and effect and
Lessee has complied fully with its obligations hereunder, Lessee shall
have the option to extend the term of this Lease for three (3)
successive periods of five (5) years each (the first five (5) year
period being hereafter referred to as the "First Renewal Term", the
second five (5) year period being hereafter referred to as the "Second
Renewal Term" and the third five (5) year period being hereafter
referred to the "Third Renewal Term") commencing on the day
immediately following the Expiration Date of the initial Term or First
Renewal Term or Second Renewal Term, as the case may be, provided
however that Lessee shall give Lessor notice of its election to extend
the term no earlier than fifteen (15) months prior to the applicable
Expiration Date nor later than twelve(12) months prior to the
applicable Expiration Date. TIME BEING OF THE ESSENCE in connection
with the exercise of each of Lessee's options pursuant to this
Article.
(b) Such extension of the term of this Lease shall be upon the same
covenants and conditions, as herein set forth except for the Fixed
Basic Rent (which shall be set forth
below), and except that Lessee shall have no further right to extend
the term of this Lease after the exercise of the third option
described in paragraph (a) of this Section. If Lessee shall duly give
notice of its election to extend the term of this Lease, the First
Renewal Term, the Second Renewal Term and the Third Renewal Term, as
the case may be, shall be added to and become a part of the Term of
this Lease (but shall not be considered a part of the initial Term),
and any reference in this Lease to the "Term of this Lease", the "Term
hereof", or any similar expression shall be deemed to include such
renewal term, and, in addition, the term "Expiration Date" shall
thereafter mean the last day of the applicable renewal term. During
the First Renewal Term, Second Renewal Term and the Third Renewal
Term, Lessor shall have no obligation to perform any alteration or
preparatory or other work in and to the Premises and Lessee shall
continue possession thereof in its "as is" condition.
(c) The option granted to Lessee under this Article 55 may be exercised
only by Lessee, its affiliates, permitted successors and assigns, and
not by any subtenant or any successor to the interest of Lessee by
reason of any action under the Bankruptcy Code, or by any public
officer, custodian, receiver, United States Trustee, trustee or
liquidator of Lessee or substantially all of Lessee's property. Lessee
shall have no right to exercise this option subsequent to the date
Lessor shall have the right to give the notice of termination referred
to in Article 13 of the Lease unless Lessee cures the default within
the applicable grace period. Notwithstanding the foregoing, Lessee
shall have no right to extend the term if, at the time it gives notice
of its election (i) Lessee shall not be in occupancy of substantially
all of the Premises or (ii) the Premises or any part thereof shall be
the subject of a sublease. If Lessee shall have elected to extend the
term, such election shall be deemed withdrawn if, at any time after
the giving of notice of such election and prior to the commencement of
the applicable renewal term, Lessee shall sublease all or any portion
of the Premises.
(d) The Fixed Basic Rent applicable to the Premises with respect to each
renewal term shall be as follows:
FIRST RENEWAL TERM:
Year Annual Rate Monthly Installment Per Sq. ft. Rent
- ---- ----------- ------------------- ----------------
1 $72,009.00 $6,000.75 $26.67
2 $74,169.00 $6,180.75 $27.47
3 $76,383.00 $6,365.25 $28.29
4 $78,678.00 $6,556.50 $29.14
5 $81,027.00 $6,752.25 $30.01
SECOND RENEWAL TERM
Year Annual Rate Monthly Installment Per Sq. ft. Rent
- ---- ----------- ------------------- ----------------
1 $83,457.00 $6,954.75 $30.91
2 $85,968.00 $7,164.00 $31.84
3 $88,560.00 $7,380.00 $32.80
4 $91,206.00 $7,600.50 $33.78
5 $93,933.00 $7,827.75 $34.79
THIRD RENEWAL TERM
Year Annual Rate Monthly Installment Per Sq. ft. Rent
- ---- ----------- ------------------- ----------------
1 $ 96,768.00 $8,064.00 $35.84
2 $ 99,657.00 $8,304.75 $36.91
3 $102,654.00 $8,554.50 $38.02
4 $105,732.00 $8,811.00 $39.16
5 $108,918.00 $9,076.50 $40.34
56. BANK APPROVAL:
Within ten (10) business days after the date hereof, Lessee, at its sole
cost and expense, will file all appropriate and necessary applications with
the Maryland Commissioner of Financial Regulation, the Federal Reserve Bank
of Richmond, and any other requisite
governmental regulatory authorities having jurisdiction over Lessee and/or
the Premises (collectively, the "Banking Authorities"), for their issuance
of all requisite approvals for Lessee's leasing of the Premises (the "Bank
Approvals"). Lessee shall diligently pursue acquisition of the Bank
Approvals, and will keep Lessor fully informed as to the status thereof,
and will furnish Lessor copies of all applications and responses and
actions thereon promptly on receipt thereof or upon Lessor's request. If
the Bank Approvals are not finally issued (with no appeal from issuance
thereof available or filed under applicable law) within ninety (90) days
after the date hereof, then Lessor or (if Lessee is not in default under
this Lease) Lessee may terminate this Lease by written notice to the other
party given at any time before issuance of the final Bank Approvals. Within
ten (10) days after issuance of the Bank Approvals, Lessee will furnish
Lessor copies thereof. The phrase "business days" as used herein shall mean
Mondays through and including Fridays, excluding Saturdays and Sundays and
further excluding holidays on which national and state banking offices in
Maryland are not open for business.
EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
LESSOR: LESSEE:
ELEVENTH SPRINGHILL LAKE OLD LINE BANK
ASSOCIATES LLC
By: Mack-Cali Realty, L.P., member
By: Mack-Cali Realty Corporation,
its general partner
By: /s/ Michael A. Grossman By: /s/ James W. Cornelsen
--------------------------------- ------------------------------------
Michael A. Grossman Name:
Executive Vice President ----------------------------------
Title:
---------------------------------
12/06/06
EXHIBIT A
LOCATION OF PREMISES
Old Line Bank
(FLOOR PLAN)
CAPITAL OFFICE PARK
6301 IVY LANE - LOBBY LEVEL
GREENBELT, MARYLAND 20770
(MACK-CALI LOGO)
REALTY CORPORATION
11 COMMERCE DRIVE, CRANFORD, NJ 07016 (908) 272-8000 FAX (908) 272-6755
EXHIBIT A-1
OFFICE BUILDING AREA
EXHIBIT B
RULES AND REGULATIONS
1. OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
elevators, vestibules, stairways, corridors and public parts of the
Building shall not be obstructed or encumbered by Lessee or used by Lessee
for any purpose other than ingress and egress. If the Premises are situated
on the ground floor with direct access to the street, then Lessor shall, at
Lessor's expense, keep the sidewalks and curbs directly in front of the
Premises clean and free from ice, snow and refuse.
2. WINDOWS: Windows in the Premises shall not be covered or obstructed by
Lessee. No bottles, parcels or other articles shall be placed on the
windowsills, in the halls, or in any other part of the Building other than
the Premises. No article shall be thrown out of the doors or windows of the
Premises.
3. PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
fixtures shall be attached to the outside walls or the window sills of the
Building or otherwise affixed so as to project from the Building, without
prior written consent of Lessor.
4. SIGNS: No sign or lettering shall be affixed by Lessee to any part of the
outside of the Premises, or any part of the inside of the Premises so as to
be clearly visible from the outside of the Premises, without the prior
written consent of Lessor. However, Lessee shall have the right to place
its name on any door leading into the Premises the size, color and style
thereof to be subject to the Lessor's approval. Lessee shall not have the
right to have additional names placed on the Building directory without
Lessor's prior written consent. Lessee, at its sole cost, may place
Lessee's name outside the Building, the size, design and location of which
shall be subject to Lessor's prior approval, which approval shall not be
unreasonably withheld or delayed. Such signage shall be subject to the
approvals by applicable public authorities. Lessee, at its sole cost and
expense, shall obtain such approvals for all signage hereunder at its sole
cost and expense. Notwithstanding anything contained herein to the
contrary, Lessee's rights under this Article shall be null and void and of
no further force or effect at such time that Lessee is no longer occupying
the Premises.
5. FLOOR COVERING: Lessee shall not lay linoleum or other similar floor
covering so that the same shall come in direct contact with the floor of
the Premises. If linoleum or other similar floor covering is desired to be
used, an interlining of builder's deadening felt shall first be fixed to
the floor by a paste or other material that may easily be removed with
water, the use of cement or other similar adhesive material being expressly
prohibited.
6. INTERFERENCE WITH OCCUPANTS OF BUILDING: Lessee shall not make, or permit
to be made, any unseemly or disturbing noises or odors and shall not
interfere with other tenants or those having business with them. Lessee
will keep all mechanical apparatus in the Premises free of vibration and
noise which may be transmitted beyond the limits of the Premises.
7. LOCK KEYS: No additional locks or bolts of any kind shall be placed on any
of the doors or windows by Lessee. Lessee shall, on the termination of
Lessee's tenancy, deliver to Lessor all keys to any space within the
Building either furnished to or otherwise procured by Lessee, and in the
event of the loss of any keys furnished, Lessee shall pay to Lessor the
cost thereof. Lessee, before closing and leaving the Premises, shall ensure
that all windows are closed and entrance doors locked. Nothing in this
Paragraph 7 shall be deemed to prohibit Lessee from installing a burglar
alarm within the Premises, provided: (1) Lessee obtains Lessor's consent
which will not be unreasonably withheld or delayed; (2) Lessee supplies
Lessor with copies of the plans and specifications of the system; (3) such
installation shall not damage the Building; and (4) all costs of
installation shall be borne solely by Lessee. Lessor shall, to the extent
practicable, at Lessee's sole cost and expense, cooperate with Lessee in
meeting any special security requirements for banking institutions
necessary for the Premises.
8. CONTRACTORS: No contract of any kind with any supplier of towels, water,
toilet articles, waxing, rug shampooing, venetian blind washing, furniture
polishing, lamp servicing, cleaning of electrical fixtures, removal of
waste paper, rubbish, garbage, or other like service shall be entered into
by Lessee, nor shall any machine of any kind be installed in the Building
or the Office Building Area without the prior written consent of the
Lessor. Lessee shall not employ any persons other than Lessor's janitors
for the purpose of cleaning the Premises without prior written consent of
Lessor. Lessor shall not be responsible to Lessee for any loss of property
from the Premises however occurring, or for any damage to the effects of
Lessee by such janitors or any of its employees, or by any other person or
any other cause.
9. PROHIBITED ON PREMISES: Lessee shall not conduct, or permit any other
person to conduct, any auction upon the Premises, manufacture or store
goods, wares or merchandise upon the Premises without the prior written
approval of Lessor, except the storage of usual supplies and inventory to
be used by Lessee in the conduct of his business, permit the Premises to be
used for gambling, make any unusual noises in the Building, permit to be
played musical instrument on the Premises, permit any radio to be played,
or television, recorded or wired music in such loud manner as to disturb or
annoy other tenants, or permit any unusual odors to be produced on the
Premises. Lessee shall not permit any portion of the Premises to be
occupied as an office for a public stenographer or typewriter, or for the
storage, manufacture, or sale of intoxicating beverages, narcotics, tobacco
in any form or as a barber or manicure shop. Canvassing, soliciting and
peddling in the Building and the Office Building Area are prohibited and
Lessee shall cooperate to prevent the same. No bicycles, vehicles or
animals of any kind shall be brought into or kept in or about the Premises.
10. PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be
used for any purpose other than those for which they were constructed; and
no sweepings, rubbish, ashes, newspaper or other substances of any kind
shall be thrown into them. Waste and excessive or unusual amounts of
electricity or water is prohibited. When electric wiring of any kind is
introduced, it must be connected as directed by Lessor, and no stringing or
cutting of wires will be allowed, except by prior written consent of
Lessor, and shall be done by contractors approved by Lessor. The number and
locations of telephones, telegraph instruments, electrical appliances, call
boxes, etc. shall be subject to Lessor's approval.
11. MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out of
freight, furniture or bulky matter of any description must take place
during such hours as Lessor may from time to time reasonably determine and
only after advance notice to the superintendent of the Building. The
persons employed by Lessee for such work must be reasonably acceptable to
the Lessor. Lessee may, subject to these provisions, move freight,
furniture, bulky matter, and other material into or out of the Premises on
Saturdays between the hours of 9:00 a.m. and 1:00 p.m., provided Lessee
pays additional costs, if any, incurred by Lessor for elevator operators or
security guards, and for any other expenses occasioned by such activity of
Lessee. If, at least three (3) days prior to such activity, Lessor requests
that Lessee deposit with Lessor, as security of Lessee's obligations to pay
such additional costs, a sum of which Lessor reasonably estimates to be the
amount of such additional cost, the Lessee shall deposit such sum with
Lessor as security of such cost. There shall not be used in the Building or
Premises, either by Lessee or by others in the delivery or receipt of
merchandise, any hand trucks except those equipped with rubber tires and
side guards, and no hand trucks will be allowed in the elevators without
the consent of the superintendent of the Building.
12. SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to prescribe the
weight and position of all safes and other heavy equipment so as to
distribute properly the weight thereof and to prevent any unsafe condition
from arising. Lessor and Lessee shall cooperate with each with respect to
the location of all safes.
13. ADVERTISING: Lessor shall have the right to prohibit any advertising by
Lessee which in Lessor's reasonable opinion tends to impair the reputation
of the Building or its desirability as a building for offices, and upon
written notice from Lessor, Lessee shall refrain from or discontinue such
advertising.
14. NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Lessor shall not be
responsible to Lessee for non-observance or violation of any of these rules
and regulations by any other tenant.
15. AFTER HOURS USE: Lessor reserves the right to exclude from the Building
between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on Saturdays,
Sundays and Building Holidays, all persons who do not present a pass to the
Building signed by the Lessee. Each Lessee shall be responsible for all
persons for whom such a pass is issued and shall be liable to the Lessor
for the acts of such persons.
16. PARKING: Lessee and its employees shall park their cars only in those
portions of the parking area designated by Lessor.
17. Lessor hereby reserves to itself any and all rights not granted to Lessee
hereunder, including, but not limited to, the following rights which are
reserved to Lessor for its purposes in operating the Building:
a) the exclusive right to the use of the name of the Building for all
purposes, except that Lessee may use the name as its business address
and for no other purposes; and
b) the right to change the name or address of the Building, without
incurring any liability to Lessee for doing so; and
c) the right to install and maintain a sign on the exterior of the
Building; and
d) the exclusive right to use or dispose of the use of the roof of the
Building; and
e) the right to limit the space on the directory of the Building to be
allotted to Lessee; and
f) the right to grant to anyone the right to conduct any particular
business or undertaking in the Building.
18. The Lessee shall be responsible for initiating, maintaining and supervising
all health and safety precautions and/or programs required by Law in
connection with the Lessee's use and occupancy of the Premises.
19. The Lessee shall not store, introduce or otherwise permit any material
known to be hazardous within the Premises. Any material within the Premises
which is determined to be hazardous shall be removed and properly disposed
of by the Lessee at the Lessee's sole expense.
-- END --
EXHIBIT C
NOTES
RE: Workletter Agreement for office space on the first (1st) floor at 6301 Ivy
Lane, Greenbelt, Maryland. __ , 2006
LESSEE:
OLD LINE BANK
You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease ("Lease"), covering the space referred to
above, as more particularly described in the Lease ("Premises").
To induce Lessee to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:
1. Lessor shall have its architect prepare the following architectural and
mechanical drawings and specifications based upon the sketch layout
supplied to Lessor by Lessee, within three (3) days of full execution of
this Lease.
a. Architectural drawings and specifications for Lessee's partition
layout, reflected ceiling, placement of electrical outlets and other
installations for the work to be done by Lessor.
b. Mechanical plans and specifications where necessary for installation
of air conditioning systems, ductwork and heating.
All such plans and specifications are expressly subject to Lessor's written
approval, which Lessor covenants it will not unreasonably withhold.
2. Lessor agrees to cause the partition plan, electrical plan and the
reflected ceiling plan to be delivered to Lessee on or before the fifteenth
(15th) day after Lease execution. Lessee agrees to approve said plans by
initialing and returning same to Lessor within five (5) business days of
receipt of each plan. Upon approval of the plans initialed by Lessee,
Lessor shall file said plans with the appropriate governmental agencies.
3. Lessor agrees, at its expense and without charge to Lessee (unless
otherwise provided), to do the work in the Premises as shown on the plans
referenced above which shall hereinafter be referred to as "The Work".
Lessor shall be entitled to general conditions and overhead. "Building
Standard" shall mean the type and grade of material, equipment and/or
device designated by Lessor as standard for the Building. All items are
Building Standard unless otherwise noted. The provisions of Article 6 of
the Lease shall apply to any alterations made to the Premises after the
initial work to be performed herein.
4. Lessor shall credit an allowance of $54,000.00 toward the cost of the Work
and the remaining balance, if any, shall be deemed Additional Rent and paid
by Lessee as follows:
(i) fifty percent (50%) upon Lessee's execution and delivery of this Lease
and (ii) fifty percent (50%) upon Lessor's substantial completion of The
Work and prior to Lessee's occupancy of the Premises.
5. All low partitioning, workstation modules, bank screen partitions and
prefabricated partition systems shall be furnished and installed by Lessee.
6. The installation or wiring of telephone and computer (data) outlets is not
part of The Work. Lessee shall bear the responsibility to provide its own
telephone and data systems at Lessee's sole cost and expense. Upon
expiration or sooner termination of the Lease, Lessee shall remove all
telephone and data equipment and wiring from the Premises and the Building
risers upon vacation of same.
Exhibit C-Page 1
7. Changes in The Work, if necessary or requested by the Lessee, shall be
accomplished after the execution of the Lease and this Workletter
Agreement, and without invalidating any part of the Lease or Workletter
Agreement, by written agreement between Lessor and Lessee hereinafter
referred to as a Change Order. Each Change Order shall be prepared by
Lessor and signed by both Lessee and Lessor stating their agreement upon
all of the following:
a. The scope of the change in The Work; and
b. The cost of the change; and
c. Manner in which the cost will be paid or credited; and
d. The estimated extent of any adjustment to the Commencement Date (if
any) as a result of the change in The Work.
Each and every Change Order shall be signed by Lessor's and Lessee's
respective construction representatives. In no event shall any Change
Order(s) be permitted without such authorizations. A 10% supervision plus
10% overhead charge will be added to the cost of any Change Order and to
the cost of any other work to be performed by Lessor in the Premises after
Lessor's completion of The Work. If Lessee shall fail to approve any such
Change Order within one (1) week, the same shall be deemed disapproved in
all respects by Lessee and Lessor shall not be authorized to proceed
thereon. Any increase in the cost of The Work or the change in The Work
stated in a Change Order which results from Lessee's failure to timely
approve and return said Change Order shall be paid by the Lessee. Lessee
agrees to pay to Lessor the cost of any Change Order promptly upon receipt
of an invoice for same.
8. If Lessee elects to use the architect suggested by Lessor, this architect
becomes the Lessee's agent solely with respect to the plans, specifications
and The Work. If any change is made after completion of schematic drawings
and prior to completion of final construction documents which result in a
Change Order and additional costs, such costs shall be the responsibility
of the Lessee.
9. Prior to Lessee's occupancy of the Premises, Lessee shall identify and list
any portion of The Work which does not conform to this Workletter Agreement
("Punch List"). The Lessor shall review with the Lessee all of the items so
listed and correct or complete any portion of The Work which fails to
conform to the requirements of this Workletter Agreement.
10. The terms contained in the Lease (which include all exhibits attached
thereto) constitute Lessor's agreement with Lessee with respect to the work
to be performed by Lessor on Lessee's behalf. If the architectural drawings
are in conflict with the terms of the Lease, then the Lease shall be deemed
the controlling document.
11. All materials and installations constructed for the Lessee within the
Premises shall become the property of the Lessor upon installation. No
refund, credit or removal of said items is to be permitted at the
termination of the Lease. Items installed that are not integrated in any
such way with other common building materials do not fall under this
provision (e.g. shelving, furniture, etc.).
12. It is agreed that notwithstanding the date provided in the Lease for the
Commencement Date, the term shall not commence until Lessor has
"substantially completed" all work to be performed by Lessor as
hereinbefore set forth in Paragraph 3 above and as set forth in the Lease
and a (temporary or final) certificate of occupancy or its equivalent has
been issued by the applicable public authority if required by law for
Lessee to occupy the Premises; provided, however, that if Lessor shall be
delayed in substantially completing said work as a result of:
a. Lessee's failure to approve the plans and specifications in accordance
with Paragraph 2 hereof; or
b. Lessee's failure to furnish interior finish specifications, i.e.,
paint colors, carpet selection, etc., to Lessor by the fifth (5th)
working day after Lessor has approved the plans and specifications
submitted by Lessee referred to in Paragraph 2 hereof; or
c. Lessee's request for materials, finishes or installations other than
Lessor's Building Standard; or
d. Lessee's changes in The Work; or
e. The performance of a person, firm, partnership or corporation employed
by Lessee and the completion of the said work by said person, firm,
partnership or corporation;
then the Commencement Date of the term of said Lease shall be accelerated
by the number of days of such delay and Lessee's obligation to pay Fixed
Basic Rent and Additional Rent shall commence as of such earlier date.
Exhibit C-Page 2
13. Lessor shall permit Lessee and its agents to enter the Premises prior to
the Commencement Date in order that Lessee may perform through its own
non-union contractors (or union contractor if required by Lessor) such
other work and decorations as Lessee may desire at the same time Lessor's
contractors are working in the Premises. The foregoing license to enter
prior to the Commencement Date, however, is conditioned upon:
a. Lessee's workmen and mechanics working in harmony and not interfering
with the labor employed by Lessor, Lessor's mechanics or contractors
or by any other Lessee or its mechanics or contractors; and
b. Lessee providing Lessor with evidence of Lessee's contractors and
subcontractors carrying such worker's compensation, general liability,
personal and property insurance as required by law and in amounts no
less than the amounts set forth in Article 30 of the Lease. If at any
time such entry shall cause disharmony or interference therewith, this
license may be withdrawn by Lessor upon forty-eight (48) hours written
notice to Lessee. Such entry shall be deemed controlled by all of the
terms, covenants, provisions and conditions of said Lease, except as
to the covenant to pay Fixed Basic Rent and Additional Rent. Lessor
shall not be liable in any way for any injury, loss or damage which
may occur to any of Lessee's decorations or installations so made
prior to the Commencement Date, the same being solely at Lessee's
risk.
14. No part of the Premises shall be deemed unavailable for occupancy by the
Lessee, or shall any work which the Lessor is obligated to perform in such
part of the Premises be deemed incomplete for the purpose of any adjustment
of Fixed Basic Rent payable hereunder, solely due to the non-completion of
details of construction, decoration or mechanical adjustments which are
minor in character and the non-completion of which does not materially
interfere with the Lessee's use of such part of the Premises.
15. Lessee is responsible for all costs related to the repairs and maintenance
of any additional or supplemental HVAC systems, appliances and equipment
installed to meet Lessee's specific requirements. Lessee shall purchase a
service contract for this equipment so that the equipment is covered by
such service contract each year of the term of the Lease and shall forward
a copy of such contract to Lessor.
16. If construction is to occur in a space occupied by Lessee's employees,
Lessee shall be liable for all costs associated with a delay if Lessee
shall fail to comply with a submitted construction schedule to relocate
personnel, furniture, or equipment. These costs shall include, but not be
limited to the following:
a. cost of construction workers time wasted; and
b. cost of any overtime work necessary to meet schedule deadlines; and
c. any other costs associated with delays in final completion.
17. This workletter is based on the quantities and specifications listed
herein. Any change to these specifications shall require the recalculation
of the construction costs. Such recalculation shall not negate any other
section of this Lease.
18. All sums payable by Lessee to Lessor in connection with this Exhibit C and
any other work to be performed by Lessor within the Premises and billable
to Lessee shall be deemed Additional Rent.
19. With respect to the construction work being conducted in or about the
Premises, each party agrees to be bound by the approval and actions of
their respective construction representatives. Unless changed by written
notification, the parties hereby designate the following individuals as
their respective construction representatives:
FOR LESSEE:
FOR LESSOR:
c/o Mack-Cali Realty Corporation ________________
-----------------------
-----------------------
Exhibit C-Page 3
EXHIBIT C - 1
AIR CONDITIONING & HEATING DESIGN STANDARDS
The following are design standards for the building air-conditioning system for
cooling and heating in the air in the subject building:
1. During the normal heating season to maintain an average indoor dry bulb
temperature of not less than 70 degrees F (21 degrees C) or more than 76
degrees (24.4 degrees C) when the outdoor dry bulb temperature is lower
than 65 degrees F (18 degrees C) but not lower than 0 degrees F (-13
degrees C).
2. To maintain comfort cooling for an average indoor dry bulb temperature of
not more than 78 degrees F when the outside dry bulb temperature is 95
degrees F (24 degrees C).
3. During the intermediate seasons, when the outside dry bulb temperature is
below 55 degrees (13 degrees C), cooling will be provided by outside air
usage in conjunction with operating of return air, outside air and exhaust
air dampers.
4. To furnish not less than .10 cubic foot of fresh air per minute per square
foot of rentable area, and between .20 and 1.0 cubic feet of total air per
minute, per square foot of rentable occupied space.
5. Lessor will not be responsible for the failure of the air-conditioning
system if such failure results from (i) the occupancy of the Premises with
more than an average of one (1) person for each one hundred (100) usable
square feet of floor area (ii) the installation or operation by Lessee of
machines and appliances, the installed electrical load of which when
combined with the load of all lighting fixtures exceeds five (5) watts per
square foot of floor area and in any manner exceeding the aforementioned
occupancy and electrical load criteria, or (iii) rearrangement of
partitioning after the initial preparation of the Premises. If interference
with normal operation of the air-conditioning system in the Premises
results, necessitating changes in the air conditioning system servicing the
Premises, such changes shall be made by Lessor upon written notice to
Lessee at Lessee's sole cost and expense. Lessee agrees to lower and close
window coverings when necessary because of the sun's position whenever the
air conditioning system is in operation, and Lessee agrees at all times to
cooperate fully with Lessor and to abide by all the Rules and Regulations
attached hereto as well as reasonable rules and regulations which Lessor
may hereafter prescribe involving the air-conditioning system.
-- END --
Exhibit C-1-Page 1
EXHIBIT D CLEANING SERVICES
(Five Nights Per Week)
LESSEE'S PREMISES
1. Vacuum clean all carpeted areas.
2. Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.
3. All office furniture such as desks, chairs, files, filing cabinets, etc.
shall be dusted with a clean treated dust cloth whenever necessary and only
if such surfaces are clear of Lessee's personal property including but not
limited to plants.
4. Empty and wash ashtrays.
5. Empty wastepaper baskets and remove waste to the designated areas.
6. All vertical surfaces within arms reach shall be spot cleaned to remove
finger marks and smudges. Baseboard and window sills are to be spot cleaned
whenever necessary.
7. All cleaning of cafeterias, vending areas, kitchen facilities are excluded.
Lessee may make necessary arrangements for same directly with Lessor's
cleaning maintenance company.
8. Cleaning hours shall be Monday through Friday between 5:30 p.m. and 11:00
p.m.
9. No cleaning service is provided on Saturday, Sunday and Building Holidays.
10. Cartons or refuse in excess, which cannot be placed in wastebaskets, will
not be removed. Lessee is responsible to place such unusual refuse in trash
dumpster.
11. Cleaning maintenance company will not remove nor clean tea, office cups or
similar containers. If such liquids are spilled in waste baskets, the waste
baskets will be emptied but not otherwise cleaned. Lessor will not be
responsible for any stained carpet caused from liquids leaking or spilling
from Lessee's wastepaper receptacles.
12. Upon completion of cleaning, all lights will be turned off and doors locked
leaving the Premises in an orderly condition.
13. Glass entrance doors will be cleaned nightly. Interior glass doors or glass
partitions are excluded. Lessee may make arrangements for same with
Lessor's cleaning maintenance company.
COMMON AREAS
1. Vacuum all carpeting in entrance lobbies, outdoor mats and all corridors.
2. Wash glass doors in entrance lobby with a clean damp cloth and dry towel.
3. Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
Hard surface floors such as quarry tile, etc., shall be cleaned nightly.
4. Wash, clean and disinfect water fountains.
5. Clean all elevators and stairwells.
6. Lavatories -- Men and Women.
a. Floors in all lavatories shall be wet mopped each evening with a
germicidal detergent to ensure a clean and germ free surface.
b. Wash and polish all mirrors, shelves, bright work including any piping
and toilet seats.
c. Wash and disinfect wash basins and sinks using a germicidal detergent.
d. Wash and disinfect toilet bowls and urinals.
e. Keep lavatory partitions, tiled walls, dispensers and receptacles in a
clean condition using a germicidal detergent when necessary.
f. Empty and sanitize sanitary disposal receptacles.
g. Fill toilet tissue holders, towel dispensers and soap dispensers.
Refills to be supplied by Lessor.
7. Clean all air ventilation grill work in ceilings.
Exhibit D-Page 1
EXHIBIT E
BUILDING HOLIDAYS BUILDING CLOSED
* NEW YEAR'S DAY *
* MEMORIAL DAY *
* INDEPENDENCE DAY *
* LABOR DAY *
* THANKSGIVING DAY *
* CHRISTMAS DAY *
-- END --
Exhibit E-Page 1
EXHIBIT F
TENANT ESTOPPEL CERTIFICATE
TO: MORTGAGEE and/or its affiliates and/or whom else it may concern:
1. The undersigned is the Lessee (Tenant) under that certain Lease dated
__________________, 200__ by and between ________________, as Lessor
(Landlord), and _____________________, as Lessee, covering those certain
premises commonly known and designated as ______ r.s.f. on the ________
(___) floor of ________________________, Maryland.
2. The Lease has not been modified, changed, altered or amended in any respect
(except as indicated following this sentence) and is the only Lease or
agreement between the undersigned and the Lessor affecting said premises.
If none, state "none".
3. The undersigned has made no agreements with Lessor or its agents or
employees concerning free rent, partial rent, rebate of rental payments or
any other type of rental concession (except as indicated following this
sentence). If none, state "none".
4. The undersigned has accepted and now occupies the premises, and is and has
been open for business since ____________, 200__. The Lease term began
_____________, 200___, and the rent for said premises has been paid to and
including _______________, 200__, in conformity with this Lease agreement.
No rent has been prepaid for more than two (2) months. The fixed minimum
rent being paid as above is $ __________ per month. If Lessee is not in
full possession, whether Lessee has assigned the Lease, sublet all or any
portion of the Premises, or otherwise transferred any interest in the Lease
or the Premises, Lessee agrees to provide a copy of such assignment,
sublease, or transfer upon request.
5. The Lease is not in default and is in full force and effect. As of the date
hereof, the undersigned is entitled to no credit, no free rent and no
offset or deduction in rent.
6. All alterations, improvements, additions, build-outs, or construction
required to be performed under the Lease have been completed in accordance
with the terms of the Workletter attached to the Lease as Exhibit C.
7. The Lease does not contain and the undersigned doesn't have any outstanding
options or rights of first refusal to purchase the premises or any part
thereof or the real property of which the premises are a part.
8. No actions, whether voluntary or otherwise, are pending against the
undersigned under the bankruptcy laws of the United States or any State
thereof.
9. There are currently no valid defenses, counterclaims, off-sets, credits,
deductions in rent, or claims against the enforcement of any of the
agreements, terms, or conditions of the Lease.
10. The undersigned acknowledges that all the interest of Lessor in and to the
above-mentioned Lease is being duly assigned to MORTGAGEE or one of its
affiliates hereunder and that pursuant to the terms thereof (i) all rental
payments under said Lease shall continue to be paid to Lessor in accordance
with the terms of the Lease unless and until you are otherwise notified in
writing by MORTGAGEE, or its successor or assigns and (ii) no modification,
revision, or cancellation of the Lease or amendments thereto shall be
effective unless a written consent thereto of such mortgagee is first
obtained.
11. The undersigned is authorized to execute this Tenant Estoppel Certificate
on behalf of the Lessee.
Dated this ____ day of ______________, 2006
LESSEE:
Name:
-------------------------------
Title:
-------------------------------
Exhibit F-Page 1
EXHIBIT G
COMMENCEMENT DATE AGREEMENT
1.0 PARTIES
THIS AGREEMENT made the ____ day of ________, 2006 is by and between
________________ (hereinafter "Lessor") whose address is c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and
_________________________ (hereinafter "Lessee") whose address is
_______________________________.
2.0 STATEMENT OF FACTS
2.1 Lessor and Lessee entered into a Lease dated ____________, 2006
(hereinafter "Lease") setting forth the terms of occupancy by Lessee
of approximately ________ rentable square feet on the _____ (___)
floor (hereinafter "Premises") at _____________________________
(hereinafter "Building"); and
2.2 The Term of the Lease is for ____________ (__) months with the
Commencement Date of the initial Term being defined in the Preamble to
the Lease as being subject to change under Articles 27 and 43 thereof;
and
2.3 It has been determined in accordance with the provisions of Articles
27 and 43 of the Lease that ___________, 2006 is the Commencement Date
of the Term of the Lease.
3.0 STATEMENT OF TERMS
NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter set forth, it is agreed:
3.1 The Commencement Date of the Term of the Lease is __________ , 200_
and the Expiration Date of the Term is _____________ , 20__, and
Article 7 of the Basic Lease Provisions and Definitions is modified
accordingly.
3.2 Lessee hereby represents to Lessor that (i) there exists no default
under the Lease either by Lessee or Lessor; and (ii) there exists no
offset, defense or counterclaim to Lessee's obligation under the
Lease.
3.3 This Agreement is executed by the parties hereto for the purpose of
providing a record of the Commencement and Expiration Dates of the
Lease.
EXCEPT as modified herein, the Lease covering the Premises shall remain in
full force and effect as if the same were set forth in full herein and Lessor
and Lessee hereby ratify and confirm all the terms and conditions thereof.
THIS AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
permitted assigns.
EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.
IN WITNESS THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.
LESSOR
LESSEE
By: By:
--------------------------------- ------------------------------------
Michael A. Grossman Name:
Executive Vice President ----------------------------------
Title:
---------------------------------
Exhibit G Page 1
EXHIBIT H
OLD LINE BANK - 6301 IVY LANE - TI UNAMORTIZED PAYMENT DUE
$ 5,758.29 $ 0.08 $ 60.00 (1094.93)
Int Months Mothly
Costs Princ Int Bal Payment
- ----- ----------- ------- ---------- ---------
1 $ 142.0553 $ 38.39 $ 5,616.23
2 $ 143.0023 $ 37.44 $ 5,473.23
3 $ 143.9557 $ 36.49 $ 5,329.28
4 $ 144.9154 $ 35.58 $ 5,184.36
5 $ 145.8815 $ 34.56 $ 5,038.48
6 $ 146.8540 $ 33.59 $ 4,891.63
7 $ 147.8330 $ 32.61 $ 4,743.79
8 $ 148.8186 $ 31.63 $ 4,594.97
9 $ 149.8107 $ 30.63 $ 4,445.16
10 $ 150.8095 $ 29.63 $ 4,294.35
11 $ 151.8149 $ 28.63 $ 4,142.54
12 $ 152.8270 $ 27.62 $ 3,989.71
13 $ 153.8458 $ 26.60 $ 3,835.87
14 $ 154.8714 $ 25.57 $ 3,681.00
15 $ 155.9039 $ 24.54 $ 3,525.09
16 $ 156.9433 $ 23.50 $ 3,368.15
17 $ 157.9896 $ 22.45 $ 3,210.16
18 $ 159.0428 $ 21.40 $ 3,051.12
19 $ 160.1031 $ 20.34 $ 2,891.01
20 $ 161.1705 $ 19.27 $ 2,729.84
21 $ 162.2449 $ 18.20 $ 2,567.60
22 $ 163.3266 $ 17.12 $ 2,404.27
23 $ 164.4154 $ 16.03 $ 2,239.84
24 $ 165.5115 $ 14.93 $ 2,074.34
25 $ 166.6149 $ 13.83 $ 1,907.73
26 $ 167.7257 $ 12.72 $ 1,740.00
27 $ 168.8439 $ 11.60 $ 1,571.16
28 $ 169.9695 $ 10.47 $ 1,401.19
29 $ 171.1026 $ 9.34 $ 1,230.09
30 $ 172.2433 $ 8.20 $ 1,057.84
31 $ 173.3916 $ 7.05 $ 884.45
32 $ 174.5475 $ 5.90 $ 709.90
33 $ 175.7112 $ 4.73 $ 534.19
34 $ 176.8826 $ 3.56 $ 357.31
35 $ 178.0618 $ 2.38 $ 179.25
36 $ 179.2489 $ 1.19 $ (0.00)
Exhibit H-Page 1
OLD LINE BANK - 6301 IVY LANE - TI UNAMORTIZED PAYMENT DUE
$54,000.00 $ 0.08 $ 60.00 (1094.93)
Int Months Mothly
Costs Princ Int Bal Payment
- ----- --------- ------- ---------- ---------
1 $ 734.9253 $360.00 $53,265.07
2 $ 739.8248 $355.10 $52,525.25
3 $ 744.7570 $350.17 $51,780.49
4 $ 749.7220 $345.20 $51,030.77
5 $ 754.7202 $340.21 $50,276.05
6 $ 759.7516 $335.17 $49,516.30
7 $ 764.8166 $330.11 $48,751.48
8 $ 769.9154 $325.01 $47,981.57
9 $ 775.0482 $319.88 $47,206.52
10 $ 780.2152 $314.71 $46,426.30
11 $ 785.4166 $309.51 $45,640.89
12 $ 790.6527 $304.27 $44,850.23
13 $ 795.9237 $299.00 $44,054.31
14 $ 801.2299 $293.70 $43,253.08
15 $ 806.5714 $288.35 $42,446.51
16 $ 811.9486 $282.98 $41,634.56
17 $ 817.3616 $277.56 $40,817.20
18 $ 822.8106 $272.11 $39,994.39
19 $ 828.2960 $266.63 $39,166.09
20 $ 833.8180 $261.11 $38,332.27
21 $ 839.3768 $255.55 $37,492.90
22 $ 844.9726 $249.95 $36,647.93
23 $ 850.6058 $244.32 $35,797.32
24 $ 856.2765 $238.65 $34,941.04
25 $ 861.9850 $232.94 $34,079.06
26 $ 867.7316 $227.19 $33,211.33
27 $ 873.5164 $221.41 $32,337.81
28 $ 879.3399 $215.59 $31,458.47
29 $ 885.2022 $209.72 $30,573.27
30 $ 891.1035 $203.82 $29,682.16
31 $ 897.0442 $197.88 $28,785.12
32 $ 903.0245 $191.90 $27,882.10
33 $ 909.0447 $185.88 $26,973.05
34 $ 915.1050 $179.82 $26,057.95
35 $ 921.2057 $173.72 $25,136.74
36 $ 927.3470 $167.58 $24,209.39
37 $ 933.5293 $161.40 $23,275.86
38 $ 939.7520 $155.17 $22,336.11
39 $ 946.0179 $148.91 $21,390.09
40 $ 952.3247 $142.60 $20,437.77
41 $ 958.6735 $136.25 $19,479.10
42 $ 965.0647 $129.86 $18,514.03
43 $ 971.4984 $123.43 $17,542.53
44 $ 977.9751 $116.95 $16,564.56
45 $ 984.4949 $110.43 $15,580.06
46 $ 991.0582 $103.87 $14,589.00
47 $ 997.6653 $ 97.26 $13,591.34
48 $1,004.3164 $ 90.61 $12,587.02
49 $1,011.0118 $ 83.91 $11,576.01
50 $1,017.7519 $ 77.17 $10,558.26
51 $1,024.5369 $ 70.39 $ 9,533.72
52 $1,031.3671 $ 63.56 $ 8,502.35
53 $1,038.2429 $ 56.68 $ 7,464.11
54 $1,045.1645 $ 49.76 $ 6,418.95
55 $1,052.1323 $ 42.79 $ 5,366.81
56 $1,059.1465 $ 35.78 $ 4,307.67
57 $1,066.2075 $ 28.72 $ 3,241.46
58 $1,073.3156 $ 21.61 $ 2,168.15
59 $1,080.4710 $ 14.45 $ 1,087.67
60 $1,087.6741 $ 7.25 ($0.00)
Exhibit H - Page 2