EXHIBIT 10.05
CENTRE CITY TOWER
OFFICE LEASE
CENTRE CITY PARTNERS, L.P., Landlord
A
N
D
FEDERATED INVESTORS BUILDING CORPORATION, Tenant
TABLE OF CONTENTS
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1. BASIC LEASE PROVISIONS 1
2. LEASING AGREEMENT; TERM 2
3. USE 2
4. FIXED RENT 3
5. ESCALATION CHARGES 4
6. SERVICES 8
7. LANDLORD'S TITLE 11
8. SECURITY DEPOSIT 11
9. MORTGAGE BY LANDLORD 11
10. CERTAIN RIGHTS RESERVED TO LANDLORD 11
11. WAIVER AND INDEMNITY 13
12. TENANT'S INSURANCE 14
13. SURRENDER OF PREMISES 14
14. ALTERATIONS 15
15. CONSTRUCTION OF PREMISES 17
16. REPAIRS 19
17. RULES AND REGULATIONS 20
18. FIRE AND OTHER HAZARD 20
19. HOLDING OVER 21
20. DEFAULT 21
21. LANDLORD'S REMEDIES 22
22. CONDITION OF PREMISES 24
23. ASSIGNMENT AND SUBLETTING 24
24. ASSIGNMENT BY LANDLORD 26
25. NOTICES 26
26. QUIET POSSESSION 27
27. MOVING ALLOWANCE 27
28. EXPANSION OPTION 27
29. RIGHT OF FIRST XXXXXXX 00
00. OPTION TO XXXXXXXXX 00
00. OPTION TO RENEW 29
32. CANCELLATION OF EXISTING LEASES 30
33. MISCELLANEOUS 30
EXHIBIT A-1 Plan of Premises
EXHIBIT B Rules and Regulations
EXHIBIT C Commencement Agreement
EXHIBIT D Workletter
EXHIBIT E Amortization Schedule
EXHIBIT F Tenant's Plans
1. BASIC LEASE PROVISIONS.
A. Building Address: 000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
B. Landlord and Address: Centre City Partners,
L.P.
C. Tenant and Federated Investors
Current Address: Building Corporation
Federated Investors Tower
Xxxxxxxxxx, XX 00000
D. Date of Lease: Dated as of July 23, 1992
E. Lease Term: Five Years
F. Anticipated Commencement Date: September 15, 1992
G. Expiration Date: September 30, 1997
H. Annual Fixed Rent: See Section 4 of Lease
Agreement
I. Rentable Area of Premises: 24,406 Square Feet
J. Rentable Area of Building: 275,000 Square Feet
K. Tenant's Proportionate Share: 8.87%
L. Base Year: 1992
M. Security Deposit: None
N. Location of Premises: l9th and 20th Floors
as shown on Exhibit A-1
0. Broker: Xxxxxx Realty/Xxxxx &
Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
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2. LEASING AGREEMENT; TERM.
A. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the premises (the "Premises ") outlined on the plan attached hereto as
Exhibit A-I, which Premises are contained in the building (the "building")
located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx and known as Centre
City Tower.
B. The term of this Lease (the "Term") shall be for a period of five
(5) years and shall commence on the date (the "Commencement Date") which is the
earlier to occur of: (a) the date on which the Premises are Substantially
Completed (AS the same is hereinafter defined) but in no event later than
October 15, 1992 ("Outside Date") unless Landlord fails to complete the Base
Building Work (as defined in Exhibit '1D'1) on or before August 26, 1992. After
Landlord completes the Base Building Work, Tenant shall have forty five (45)
days to complete Tenant's Work. In the event that Landlord fails to complete the
Base Building Work on or before August 26, 1992, then the Outside Date shall be
extended by one (1) day for each day after August 26, 1992, until the Base
Building Work is completed; or (b) the date Tenant first occupies (as verified
by Exhibit C) all or part of the Premises for the conduct of business. In the
event that Tenant occupies either the nineteenth floor or the twentieth floor of
the Building for the conduct of Tenant's business prior to the Substantial
Completion or occupancy of the entire Premises, Tenant shall pay Fixed Rent on a
pro-rata basis with respect to the amount of the Premises so occupied. If
Landlord fails to tender possession of the Premises on the date stated in clause
F for any reason other than an omission, delay or default caused by Tenant, then
the Commencement Date shall be delayed for each day of the delay not caused by
Tenant. Tenant hereby accepts such delay in full settlement of any and all
claims Tenant may have against Landlord arising from Landlord's failure to
tender possession on the date stated in clause F.
C. Tenant shall, upon taking possession of the Premises, execute and
deliver to Landlord a written statement in the form attached hereto as Exhibit
C. Tenant's failure to deliver such statement within ten (10) days after the
earlier of (i) the date it takes possession of the Premises or (ii) the date
Landlord advises the Tenant that the Premises are Substantially Completed, shall
be conclusive upon Tenant that the Commencement Date shall be the date
established by Landlord in accordance with Subparagraph B above, which date will
be communicated to Tenant.
3. USE. The Premises shall be occupied and used by Tenant only for
general office purposes. Tenant shall not occupy or use the Premises (or permit
the occupancy or use of the Premises) for any purpose or in any manner which (a)
is unlawful or in violation of any applicable legal, governmental or quasi-
governmental statute,
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ordinance, rule or requirement (b) may be dangerous to persons or property, (c)
may invalidate or increase the amount of premiums for any policy of insurance
affecting the Building and, if any additional amounts of insurance premiums are
so incurred, Tenant shall pay to Landlord the additional amounts on demand, or
(d) may create a nuisance, disturb any other tenant of the Building or the
occupants 0 neighboring property or injure the reputation of the Building.
4. FIXED RENT. Tenant shall pay to Landlord at the office of the
Building, or to such other person or such other place as directed from time to
time by notice to Tenant from Landlord, without demand, notice, offset or
deduction (except as provided herein), fixed rent ("Fixed Rent") in the annual
amounts as follows:
(a) For the portion of the Term beginning as the C Commencement Date
and ending on the last day of the twenty fourth month of the Term, Tenant shall
pay to Landlord Fixed Rent of Thirteen Dollars ($13.00) per square foot of
rentable area, being Three Hundred Seventeen Thousand Two Hundred Seventy Eight
Dollars ($317,278.00) per year, payable in the amount of Twenty Six Thousand
Four Hundred Thirty Nine and 83/100 Dollars ($26,439.83) per month.
(b) For the portion of the Term beginning on the first day of the
twenty fifth month and ending on the last day of the forty eighth month of the
Term, Tenant shall pay to Landlord Fixed Rent of Fourteen Dollars ($14.00) per
square foot of rentable area, being Three Hundred Forty One Thousand Six Hundred
Eighty Four Dollars ($341,684.00) per year, payable in the amount of Twenty
Eight Thousand Four Hundred Seventy Three and 661100 Dollars ($28,473.66) per
month.
(c) For the portion of the Term beginning first day of the forty
ninth month and ending on the last day of the sixtieth month of the Term, Tenant
shall pay to Landlord Fixed Rent of Fifteen Dollars ($15.00) per square foot of
rentable area, being Three Hundred Sixty Six Thousand Ninety Dollars
($366,090.00) per year, payable in the amount of Thirty Thousand Five Hundred
Seven and 50/100 Dollars ($30,507.50) per month.
All charges, costs and sums required to be paid by Tenant to Landlord
under this Lease in addition to Fixed Rent shall be deemed "Additional Rent",
and Fixed Rent and Additional Rent shall hereinafter be collectively called
"Rent". If Tenant shall fail to pay Fixed Rent within five (5) days after the
same is due and payable, Tenant agrees to pay to Landlord, as and for a
reasonable late charge as a result thereof and without further notice or demand
by Landlord, a sum equal to five cents ($.05) for every unpaid dollar thereof.
Notwithstanding the preceeding sentence, Landlord will not enforce the late
charge for one occurrence of late payment of Rent by Tenant during each Lease
Year. All delinquent Rent shall bear interest at a rate equal to
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the prime rate of interest from time to time in effect at Mellon Bank, N.A. but
in no event less than ten percent (10%) per annum from the date due until paid.
Tenant's covenant to pay Rent shall be independent of every other covenant in
this Lease.
For the purposes of this Lease, the term "Lease Year" shall mean each
calendar year during the Term except that (a) the first Lease Year is the period
from the Commencement Date to the next December 31st, both inclusive, and (b)
the last Lease Year is the period from January 1 of the year in which the Term
expires to the date upon which the Term expires, both inclusive.
Fixed Rent shall be payable in equal monthly installments in advance
on the first day of each calendar month during the Term except that Fixed Rent
shall be prorated for the first partial month within the Term.
5. ESCALATION CHARGES.
A. Definitions.
For the purposes of this Lease, the following words and phrases shall
have the following meanings:
(1) "Adjustment Date" shall mean each January 1 occurring within the
term.
(2) "Adjustment Year" shall mean each calendar year during which an
Adjustment Date occurs.
(3) "Base Year" shall mean the year set forth in clause L of
Paragraph l.
(4) "Operating Expenses" shall mean (i) all costs, expenses and
disbursements of every kind and nature which Landlord shall pay or become
obligated to pay in connection with the management, operation, maintenance,
replacement or repair of the Building, the land upon which the Building is
situated (the "Land"), or the personal property, fixtures, machinery, equipment,
systems and apparatus located in, on or used primarily in connection with the
Building or Land, plus (ii) those additional amounts of the items enumerated in
(i) above which Landlord reasonably determines it would have so incurred had the
Building been 90% occupied, including 1992 Base Year expense calculations. (It
is the understanding of Landlord and Tenant that said additional operating
expenses referred to in (ii) are included in this definition of Operating
Expenses in order that the portion of Operating Expenses added to Tenant's Fixed
Rent by operation of this Paragraph 4 will be no more or less than such amount
would be if the Building were 90% occupied.) Operating Expenses shall include
without limitation utility expenses, labor, contracted labor, insurance,
materials, fees and licenses, management fees for Building management and
operations, sales and
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use taxes and the costs of for capital improvements and acquisitions for the
Building amortized over the useful life of such improvements or acquisitions if
such capital expenses are directly related to future reductions in the cost of
operating the Building, are incurred to replace existing improvements or
equipment, or are required by any federal, state or municipal statute or
regulation not in effect when this Lease was executed. At the date of execution
of this Lease, Landlord has no known additional expenditures for capital
improvements for the year 1992. Operating Expenses shall not include real estate
brokerage and leasing commissions, advertising costs, salaries of executives of
Landlord's managing agent senior to the person managing the Building, interest
and principal payments on mortgages, ground rental payments, depreciation, real
estate taxes, assessments or charges, the cost of capital improvements other
than those described in the preceding sentence, any costs reimbursed by
insurance or any other third party, or the cost of any special service rendered
to a tenant which is not rendered generally to tenants of the Building.
Operating Expenses shall also not include costs expended by Landlord for the
abatement of asbestos and/or other hazardous materials, for the demolition of
tenant premises in the Building, or to comply with the Americans With
Disabilities Act and any other applicable government regulations or laws
pertaining to the legal occupancy of the Premises other than for Tenant's
particular business purpose, unless such costs are directly related to future
reductions in the cost of operating the Building.
(5) "Taxes" shall mean all federal, state and local governmental
taxes, assessments and charges (including general real estate taxes or
assessments) of every kind or nature, which Landlord shall pay or become
obligated to pay because of or in connection with the ownership, leasing,
management, control or operation of the Building or Land, or of the personal
property, fixtures, machinery, equipment, systems or apparatus located therein
or used in connection therewith (including any rental or similar taxes,
including the Pittsburgh Business Privilege Tax, and license, building,
occupancy, permit or similar fees levied in lieu of or in addition to general
real or personal property taxes). In the event that a component of taxes has
been calculated from an assessment of the Building by a taxing authority which
assessment is based on the Building being less than 100% occupied such component
shall be increased to reflect the Landlord's reasonable estimate of said
assessment had the building been 100% occupied. For purposes hereof, Taxes for
any year shall be Taxes which are due for payment or paid in that year rather
than Taxes which are assessed or become a lien during such year. There shall be
included in Taxes for any year the amount of all reasonable and necessary fees,
costs and expenses (including reasonable attorneys' fees) paid by Landlord
during such year in seeking or obtaining any refund or reduction of Taxes. Taxes
in any year shall be reduced by the net amount of any tax refund received by
Landlord during such year. Taxes shall not include any federal, state or local
sales, use, franchise, capital stock, inheritance, general income, gift or
estate taxes, except that if a change occurs in the method of taxation
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resulting in whole or in part in the substitution of any such taxes, or any
other assessment, for any Taxes as above defined, such substituted taxes or
assessments shall be included in Taxes. Landlord shall pay any real estate taxes
within the applicable discount period, and Tenant shall benefit from the
reduction of the payment 9f such real estate tax by having only the net amount
of real estate tax included in the Escalation Charges.
(6) "Tenant's Proportionate Share" shall mean the percentage set
forth in clause K of Paragraph 1 of this Lease. Tenant's Proportionate Share is
calculated by dividing the number of rentable square feet of the Premises as set
forth in clause I of Paragraph 1 by the number of rentable square feet of the
Building as set forth in clause J of Paragraph l.
B. Tenant shall pay, as Additional Rent, "Escalation Charges"
effective on and after each Adjustment Date in an amount equal to the sum of:
(1) Tenant's Proportionate Share of the excess, if any, of Operating
Expenses for the Adjustment Year during which such Adjustment Date occurs over
Operating Expenses for the Base Year; plus
(2) Tenant's Proportionate Share of the excess, if any, of Taxes for
the Adjustment Year during which such Adjustment Date occurs over Taxes for the
Base Year.
Notwithstanding anything to the contrary contained herein, Landlord
agrees that the maximum increase to be paid by Tenant for increases in Operating
Expenses which are "controllable" Operating Expenses (as hereinafter defined)
shall be four percent (4%) per annum. Controllable Operating Expenses shall
mean all Operating Expenses other than Taxes, utilities and insurance expenses.
Subject to Paragraph C below, the Escalation Charges for each
Adjustment Year shall be paid in equal monthly installments in advance on or
before the first day of each month during such Adjustment Year.
C. For purposes of calculating Taxes and Operating Expenses for any
Adjustment Year, Landlord may make reasonable estimates not to exceed four
percent (4%) per annum for Controllable Operating Expenses, forecasts or
projections (collectively, the "Projections") of Taxes and Operating Expenses
for such Adjustment Year. Within a reasonable time after each Adjustment Date,
Landlord shall deliver to Tenant a written statement setting forth the
Projections of Operating Expenses and Taxes for the Adjustment Year in which
such Adjustment Date occurs and providing a calculation of the Escalation
Charges due; provided, however, that the failure of Landlord to provide any such
statement within said period shall not relieve Tenant from its obligation to
continue to pay Escalation Charges at the rate in effect during the immediately
preceding Adjustment Year. On
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the first day of the calendar month following the date on which Landlord
delivers such statement and on the first day of each calendar month thereafter
to and including the date upon which Landlord delivers a subsequent statement
hereunder, Tenant shall pay the monthly Escalation Charges specified in such
statement.
D. Within a reasonable period after the end of each Adjustment Year,
or at such later date as Landlord shall be able to determine the actual amounts
of Operating Expenses and Taxes for the Adjustment Year last ended, Landlord
shall notify Tenant in writing of such actual amounts. If such actual amounts
exceed the Projections for such Adjustment Year, then Tenant shall, within
thirty (30) days after the date of such notice from Landlord, pay to Landlord an
amount equal to the excess of the Escalation Charges payable for the Adjustment
Year last ended based upon actual Operating Expenses and Taxes over the total
Escalation Charges actually paid by Tenant for such Adjustment Year. The
obligation to make such payments shall survive the expiration or earlier
termination of this Lease. If the total Escalation Charges paid by Tenant for
such Adjustment Year exceeds the amount of Escalation Charges payable for such
Year based upon actual Operating Expenses and Taxes, then Landlord shall either
refund such excess to Tenant or credit such excess against Escalation Charges
next due from Tenant. No interest or penalties shall accrue on any amounts which
Landlord is obligated to credit or pay to Tenant by reason of this Paragraph. No
failure by Landlord to notify Tenant of' the actual amounts of Operating
Expenses and Taxes shall relieve Tenant or Landlord of the obligation to pay any
excess of such actual amounts over the Projections.
Unless Tenant shall, by notice to Landlord given on or before thirty
(30) days following the furnishing by Landlord to Tenant of the statement of
actual Operating Expenses, dispute any or all items in such statement,
Landlord's statement of Operating Expenses shall be final and binding. If
Tenant timely gives notice of its dispute and request for examination of such
Operating Expenses, then Landlord shall provide Tenant with documentation to
establish such charges within fifteen (15) days of its receipt of Tenant's
notice. Thereafter, the parties shall promptly endeavor to resolve such
dispute. In the event that the parties are unable to resolve such dispute
within a period of ninety (90) days following Landlord's delivery to Tenant of
all supporting documentation regarding such Operating Expenses, then the matter
shall be submitted to arbitration with the American Arbitration Association in
Pittsburgh, Pennsylvania Judgment upon such award may be entered of record in
any court of competent jurisdiction.
E. Landlord shall maintain books and records of Operating Expenses
and Taxes in accordance with sound accounting and management practices. Provided
that all Rent (including Escalation Charges) then due has been paid by Tenant in
full, the books and records shall be available to Tenant for inspection at any
time prior to the date which is two years after the expiration of the Adjustment
Year to which such books and records
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pertain, upon prior reasonable notice from Tenant to Landlord. Such inspection
shall take place, at Landlord's election, either at the office of the Building
or such other location in the Pittsburgh, Pennsylvania metropolitan area as
Landlord may designate.
F. In no event shall the Fixed Rent be reduced or Landlord be liable
to Tenant for any sum on account of a net annual decrease in the amount of
Operating Expenses and Taxes; provided, however, that Tenant shall receive
credit against Escalation Charges if there is a subsequent reduction in
Operating Expenses and/or Taxes below a prior Adjustment Year.
6. SERVICES.
A. Landlord shall provide the following services:
(1) Customary janitor and cleaning service in the Premises,
Saturdays, Sundays and holidays excepted; provided Tenant complies with such
reasonable rules and regulations regarding medical waste and separation of
different kinds of trash as Landlord may deem desirable or necessary to comply
with local, state or federal laws or regulations.
(2) Heat and air-conditioning in the Premises in accordance with
applicable laws during normal9rmal office hours, Sundays and holidays excepted,
to the extent necessary for the comfortable occupancy of the Premises under
normal business operations and in the absence of the use of machines or
equipment or excessive personnel which affect the temperature otherwise
maintained in the Premises. In the event that Landlord determines that Tenant's
use of machines or equipment or excessive personnel requires the installation of
supplementary air-conditioning equipment, Landlord may install such equipment
and any equipment auxiliary to such equipment and the charge for such
installation shall be paid by Tenant to Landlord within ten days of being billed
therefor. Normal office hours shall be 8:00 A.M. to 6:00 P.M. Monday through
Friday and 8:00 A.M. to 2:00 P.M. on Saturday. During such normal office hours,
heating and
air conditioning shall meet the following performance standards, subject to any
governmental regulations or other causes beyond Landlord's control: (a) fan
discharge temperature 550 during cooling season and 650 during heating season;
and (b) average temperature of 720, plus or minus 50 all year. Notwithstanding
the foregoing, Landlord shall provide heating and air conditioning service to
Tenant from 6:00 A.M. to 7:00 P.M. Monday through Friday and from 8:00 A.M. to
4:00 P.M. on Saturday. Tenant acknowledges, however, that with respect to
heating and air conditioning services provided to Tenant outside of normal
Building office hours as set forth above, Landlord shall not be required to meet
the performance standards set forth hereinabove for the period from 6:00 A.M. to
8:00 A.M. In the event that Tenant requires heating or air conditioning
services after Tenant's extended operating hours as set forth herein, Tenant
shall pay Landlord's actual cost for providing such services
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within fifteen (15) days after the date of Landlord's invoice for such
additional service.
(3) Water from City mains for drinking, lavatory and toilet purposes
as customary for office use, drawn through fixtures installed by Landlord.
Water shall be available for Tenant's coffee fee service provided any plumbing
connections necessary for such service are made by the Landlord's plumber.
(4) Adequate passenger elevator service in common with other tenants
of the Building and freight elevator service, subject to scheduling by Landlord.
B. The following subparagraphs shall, to the extent permitted by
applicable laws and regulations, govern the furnishing of electrical service for
the Premises.
(1) Landlord will furnish or cause to be furnished electricity for
the Premises as herein provided. The Fixed Rent includes a charge for
consumption of electricity during normal office hours by the Building standard
lighting fixtures installed in the Premises and by normal small office machines
and fixtures connected to the Building standard 110-volt, single phase outlets.
Tenant shall pay monthly to Landlord, as additional rent, charges for any
electricity used in the Premises for a total connected. load in excess of a
total of 3 xxxxx per square foot of rentable area of the Premises at a rate
equal to Landlord's average cost per kilowatt hour. The amount of electrical
consumption in the Premises for a total connected load in excess of 3 xxxxx
shall be determined by Landlord's reasonable estimate, or, at either Landlord's
option or Tenant's request, by an engineering analysis by a consultant retained
by Landlord at Tenant's sole cost.
(2) At any time hereafter and to the extent permitted by applicable
laws and regulations, Landlord, at Landlord's sole option, may elect to install
or cause to be installed separate meters or submeters to measure Tenant's
consumption of
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electricity in the Premises or to measure Tenant's consumption of electricity
for any special uses (such as computer centers). If either meters or sub-meters
are installed at any time to measure electricity furnished to the Premises.,
Tenant shall pay all charges for the installation thereof and for the
installation of any other electrical equipment required in connection therewith.
(3) Tenant shall pay for all electricity required for the operation
of any special air-conditioning or ventilating system and for any office
machinery or equipment requiring special or extra current. Tenant shall pay for
the maintenance and replacement of all Tenant installed, non-Building standard
light fixtures, electrical switches, electrical outlets and lamps located in the
Premises as shown on Exhibit "F" or on subsequent plans of Tenant, and for all
Building standard and non-Building standard bulbs, tubes, ballasts and starters
utilized in the Premises.
(4) Tenant's use of electrical energy shall never exceed the capacity
of the then existing feeders to the Building or the then existing risers or
wiring installations. Any riser or risers needed to supply Tenant's electrical
requirements and all other equipment proper and necessary in connection
therewith upon request of Tenant, will be installed by Landlord, at Tenant's
sole cost and expense, if, in Landlord's reasonable judgment, the same are
necessary and will not cause or create a hazardous condition or entail
excessive or unreasonable alterations, repairs or expenses or interfere with or
disturb other tenants. Tenant shall not, without the prior consent of Landlord,
make or perform or permit any alteration to wiring installations or other
electrical facilities in or serving the Premises.
C. Landlord shall in no event be obligated to furnish any services
or utilities other than those specified in Paragraphs A and B above. If Landlord
elects to furnish services or utilities requested by Tenant in addition to those
specified in Paragraphs A and B above (including utility services at times other
than those specified in said sections), Tenant shall pay Landlord's then
prevailing rates for such services and utilities, within fifteen (15) days after
receipt of Landlord's invoices therefor.
D. Tenant agrees that Landlord shall not be liable for damages for
failure to furnish or delay in furnishing any service, which failure or delay is
caused in whole or in part, by any one or more of the force majeure causes
specified in Paragraph 33J hereof. No such failure or delay shall be deemed to
be an eviction of Tenant or relieve Tenant of its obligations to pay all Rent
when due or from any other obligations of Tenant under this Lease.
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7. LANDLORD'S TITLE. Nothing contained in this Lease shall empower
Tenant to do any act which can, shall or may encumber the interest or title of
Landlord in and to the Building or the Land. Tenant may not record this LEASE,
any memorandum of this Lease or any instrument affecting the Building or the
Land without the prior written consent of Landlord.
8. SECURITY DEPOSIT. This Section has been intentionally deleted.
9. MORTGAGE BY LANDLORD. This Lease is expressly subject and
subordinate at all times to (i) any ground, underlying or operating lease of the
Building or the Land now or hereafter existing and all amendments, renewals and
modifications thereof, and (ii) the lien of any mortgage or trust deed
encumbering the Building, the Land or any such ground, underlying or operating
lease, and to all advances made or to be made upon the security thereof. Prior
to the execution of this Lease Agreement, Landlord shall obtain from any
Mortgagee a Non-Disturbance and Attornment Agreement which shall be in the form
commonly utilized by such Mortgagee, and which shall be acceptable to Tenant in
its reasonable discretion. Tenant agrees:
(a) if requested by the holder of any such mortgage or trust deed or
the lessor under any such lease (any such holder or lessor is hereinafter
referred to as a "Mortgagee"), Tenant will execute such agreement or agreements
evidencing such subordination as may be reasonably required by any Mortgagee;
and
(b) in the event of any default by Landlord under this Lease, Tenant
will not exercise any such right (i) until it has notified in writing any
Mortgagee, the name and address of which shall previously have been furnished by
written notice to Tenant, of such default, and (ii) until a reasonable period,
not exceeding thirty (30) days, for commencing the remedying of such default
shall have lapsed following the giving of such notice, and (iii) such Mortgagee
shall not have so commenced and continued with reasonable diligence to remedy
such default or to cause such default to be remedied; and
(c) to attorn to any Mortgagee succeeding to Landlord's interest in
the Building or to any purchaser of said interest at a sheriff's sale and will
execute such instruments as may be necessary or appropriate to evidence such
attornment.
10. CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the
following rights:
(a) Occupancy. During the last one hundred twenty (120) days of
the Term, if during that period Tenant vacates the
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Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises
for reoccupancy.
(b) Pass Keys. To have pass keys to the Premises.
(c) Access for Repairs. To have access for repairs, alterations,
additions and improvements to the Premises or to the Building upon twenty-four
(24) hour prior written notice to the Tenant at the Premises only (except in the
case of an emergency) as further set forth in Paragraph 16.
(d) Show Premises. To show the Premises to prospective tenants or
brokers during the last year of the Term, and to prospective purchasers at all
reasonable times provided prior notice is given to Tenant at the Premises only
in each case and Tenant's use and occupancy of the Premises shall not be
materially inconvenienced by any such action of Landlord.
(e) Service Contracts. To reasonably approve all sources furnishing
sign painting, ice, drinking water, beverages, foods, towels or toilet supplies
or extra cleaning services used or consumed in the Building or on the Premises.
(f) Heavy Equipment. To approve the weight, size and location of
safes or heavy equipment or articles placed in the Premises by Tenant, which
items may be moved, in, about, or out of the Building or the Premises only at
such times and in such manner as Landlord shall direct, provided such movement
shall be at Tenant's sole risk.
(g) Close Building. To close the Building after regular working hours
and on legal holidays subject, however, to Tenant's right to admittance under
such regulations as Landlord may prescribe from time to time, which may include
by way of example but not of limitation, that persons entering or leaving the
Building identify themselves to a watchman by registration, photo identification
cards or otherwise and that said persons establish their right to enter or leave
the Building. Landlord shall also have the right to prohibit or restrict access
to the Building in the event of an emergency or, upon five (5) days prior notice
to Tenant, for the purpose of testing the Building's life, safety and emergency
systems.
(h) Building Identification and Appearance. To change the Building's
name or street address; to install and maintain all signs on the exterior or
interior of the Building; to approve prior to installation, all signs, shades,
blinds, drapes and internal lighting; and to change the arrangement of
entrances, doors, corridors, stairs and other public service portions of the
Building.
(i) Exclusives. To grant to any party the exclusive
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right to conduct any business or service in the Building, provided such
exclusive right shall not operate to prohibit Tenant from using the Premises for
the purposes permitted hereunder.
Landlord may enter upon the Premises and may exercise any or all of
the foregoing rights hereby reserved without being deemed guilty of an eviction
or disturbance of Tenant's use or possession and without being liable in any
manner to Tenant. The foregoing rights of Landlord shall not operate to
restrict Tenant's ability to engage a vendor of its choice to supply Tenant's
coffee service.
11. WAIVER AND INDEMNITY.
A. Tenant waives all claims it may have against Landlord, its agents
or employees, for injury or damage to person, property or business sustained by
Tenant, its agents, employees or invitees resulting from the Premises or any
part of the Premises becoming out of repair or resulting from any accident
within the Premises or resulting directly or indirectly from any act of Tenant
or any occupant of the Building, except if caused by the negligence of Landlord,
its agents or employees and then only after (i) notice to Landlord of the
condition claimed to constitute negligence and (ii) the expiration of a
reasonable time after such notice has been received by Landlord without Landlord
having taken reasonable steps to cure or correct such condition. Pending such
cure or correction by Landlord, Tenant shall take all reasonably prudent
temporary measures and safeguards to prevent any injury, loss or damage to
persons or property. In no event shall Landlord be liable for any loss the risk
of which is covered by Tenant's insurance nor shall Landlord be liable for any
damage caused by other tenants or persons in the Building; nor shall Landlord be
liable on account of any latent defect in the Premises or Building. The
foregoing waiver shall also apply to any damage caused by water, snow, frost,
steam, gas, sewer gas or odors, or by the bursting or leaking of pipes or
plumbing works or the failure of any equipment.
B. Tenant agrees to indemnify and hold harmless Landlord, its
agents and employees against any and all claims, demands, costs and expenses of
every kind and nature (including attorneys' fees), including those arising from
any injury or damage to any person, property or business (a) sustained in or
about the Premises except if caused by the negligence of Landlord, its agents or
employees, or (b) resulting from the negligence of Tenant, its employees,
agents, subtenants or licensees, or (c) resulting from the failure of Tenant to
perform its obligations under this Lease. If any proceeding based on such a
claim is instituted against Landlord, its agents or
13
employees, Tenant covenants to defend such proceeding at its sole cost by legal
counsel reasonably satisfactory to Landlord, if requested by Landlord.
C. Landlord and Tenant each hereby waive any rights of action
against the other party for loss or damage covered by the waiving party's
insurance. All policies held by Landlord with respect to the Building and by
Tenant with respect to the Premises shall permit such waiver.
12. TENANT'S INSURANCE.
A. Tenant shall maintain at all times during the Term standard
hazard insurance against all risks of physical loss insuring the leasehold
improvements and personal property of Tenant in the Premises.
B. Tenant shall maintain at all times during the Term, commercial
general liability insurance naming Tenant, Landlord and their respective agents
and employees as the insureds with financially responsible insurance companies
covering the Premises and adjacent ways with such limits as may be reasonably
required by Landlord from time to time. Landlord presently requires a minimum
overall policy aggregate limit of $2,000,000.00. Such insurance shall provide
that it is the primary insurance of Landlord, its agents and employees.
C. Certificates evidencing all insurance required under this
Paragraph 12 shall be furnished to Landlord prior to the Commencement Date and
prior to the expiration of each applicable insurance policy. Such insurance
certificates shall provide that Landlord shall receive thirty (30) days advance
notice by certified mail of the cancellation or revocation of any such
insurance.
D. Landlord and Tenant hereby waive to the fullest extent permitted
by law any right of subrogation that any of Landlord's or Tenant's insurance
carriers may have from time to time against the other party hereto, and such
party's directors, officers, employees and agents, and their respective heirs,
personal representatives and assigns. Tenant shall cause to be delivered to
Landlord certificates issued by Tenant's insurance carriers acknowledging the
foregoing waiver by Tenant of such right of subrogation.
13. SURRENDER OF PREMISES. Tenant shall maintain the Premises during
the Term in as good condition as when Tenant was first entitled to possession
thereof, ordinary wear and fire and other casualty not resulting from Tenant's
negligence excepted, failing which Landlord may restore the Premises to such
condition and Tenant shall pay Landlord the cost thereof. Upon the
14
expiration or termination of this Lease or termination of Tenant's right of
possession of the Premises, Tenant shall return the Premises to Landlord in the
condition described in the preceding sentence, provided, however, Tenant may
remove any removable trade fixtures (other than light fixtures) and other
personal property installed by Tenant. Such removals shall be done in a good
and workmanlike manner and Tenant shall restore the Premises to a tenantable
condition. All Tenant's Work and all additional alterations and improvements to
the Premises (excluding trade fixtures other than light f fixtures) shall become
Landlord's property and, unless Landlord directs Tenant to remove such items
pursuant to the terms of Section 14(B)(3) hereof, all such alterations and
improvements shall remain upon the Premises at the expiration or earlier
termination of this Lease. In the event possession of the Premises is not
immediately delivered to Landlord, or if Tenant shall fail to remove all of
Tenant's removable fixtures (other than light fixtures) and other personal
property, as aforesaid, Landlord may remove any of such property therefrom
without any liability to Tenant. All such property which may be removed from
the Premises by Landlord shall be conclusively presumed to have been abandoned
by Tenant and title thereto shall pass to Landlord without any cost or credit
therefor and Landlord may, at its option and at Tenant's expense, store or
dispose of such property.
14. ALTERATIONS.
A. Except for the alterations and improvements as set forth in
Exhibit D which is attached hereto and made a part hereof, Tenant shall not make
any alterations, installations, additions, improvements or decorations to the
Premises ("Alterations") without Landlord's prior written consent. In the case
of Alterations not affecting the structure or the electrical, plumbing, heating,
ventilating, air conditioning, communication, life, safety or any other systems
of the Building, such consent shall not be unreasonably denied, delayed or
conditioned.
B. If Tenant makes any Alterations, the following conditions shall
apply:
(1) Tenant, at a reasonable time prior to commencement of work or
delivery of materials to the Premises or Building, shall furnish to Landlord
plans and specifications, necessary approvals and permits, names and addresses
of all contractors and subcontractors, and liability insurance from all
contractors performing labor or furnishing materials insuring Landlord against
any and all liabilities which may arise out of such work.
(2) Tenant shall perform or cause such work to be performed in a
manner which will not interfere with or impair the use and enjoyment of any
other portion of the Building by
15
Landlord and/or other tenants.
(3) At such time as Landlord approves Tenant's plans for any
alterations, additions or improvements, Landlord shall also advise Tenant
whether all or part of the work must be removed by Tenant at the expiration or
earlier termination of this Lease; provided, however, that any such items
designated by Landlord as items to be removed from the Premises shall be limited
to special installations, equipment, alterations or improvements and/or other
non-Building standard items. Landlord reserves the right to direct, by written
notice to Tenant given prior to the expiration of the Term or any Renewal Term,
that items which Landlord had designated as items to be removed by Tenant may be
redesignated as items which will not be removed by Tenant. With respect to items
which are to be removed by Tenant, Tenant shall repair any damage caused by such
removal and, in default thereof, Landlord may effect such removals and repairs
at Tenant's expense.
(4) Tenant shall hold Landlord harmless from any and all costs,
claims and liabilities of every kind and description which may arise out of or
be connected in any way with any Alterations.
(5) Tenant shall pay the cost of all such Alterations and the costs
of decorating or redecorating g the Premises and the Building occasioned by such
Alterations.
(6) Upon completing any Alterations, Tenant shall use its best
efforts to furnish Landlord with contractors' affidavits and full and final
waivers of lien and receipted bills covering all labor and materials expended
and used.
(7) All Alterations shall comply with all insurance requirements and
with all laws, ordinances, rules and regulations of all governmental
authorities, and shall be constructed in good and workmanlike manner, and only
good grades of materials shall be used.
(8) If any work done pursuant to this Paragraph results in a change
in the heating, cooling or ventilating load in the Premises, Tenant shall, at
its expense but at Landlord's option either modify the existing systems or
provide supplementary systems necessary to accommodate such changed loads.
(9) Tenant shall permit Landlord to inspect and review all
construction operations in connection with such work.
(10) Under no circumstances shall Tenant or its contractors disturb
the ceiling tiles or enter the area above the ceiling tiles without Landlord's
written consent and supervision.
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15. CONSTRUCTION OF PREMISES.
Tenant shall prepare and furnish for Landlord's prior written approval
the drawings and specifications designated as the "Space Plane" in accordance
with the terms of the "Work Letteree attached hereto as Exhibit D. Landlord
shall reimburse Tenant, in an amount not to exceed One Dollar ($1.00) per square
foot of rentable area, for its cost to produce such Space& Plan. Landlord shall
also produce, at its cost and expense, the mechanical drawings, if necessary,
for Tenant's construction work in the Premises. Such reimbursement shall be
paid to Tenant when Tenant's Work has been completed and approved by Landlord
and Tenant. Landlord will not impose a charge to Tenant for the Landlord's
review and approval of Tenant's plans. A copy of the approved Tenant's Plans
is attached hereto and made a part hereof as Exhibit "F"
Landlord shall, without cost to Tenant, do that portion of the
construction and other work in the Premises designated as ""Base Building Work"
in Exhibit D Landlord shall also, without cost to Tenant, perform such
hazardous material abatement of the Premises as required to prepare the same for
the construction of Tenant's improvements. Tenant shall be responsible for the
cost of construction of the ""Tenant's Work" as described in Exhibit D. Such
Tenant's Work may, at Tenant's election, be constructed by Landlord's general
contractor or by a general contractor and subcontractors selected by Tenant and
approved by Landlord, which approval shall not be unreasonably withheld. Any
contractor selected by Tenant shall comply with the terms and conditions as set
forth in Exhibit D. Landlord shall have the right, at no cost to Tenant, to
coordinate, supervise and inspect Tenant's Work.
Landlord shall provide to Tenant a construction improvement allowance,
in an amount not to exceed Fifteen Dollars ($15.00) per square foot of rentable
area, to be applied towards the cost of Tenant's Work as shown on Exhibit D.
Upon the completion of Tenant's Work, Tenant shall furnish Landlord
with contractor's affidavits and full and final waivers of lien and receipted
bills covering all labor and materials expended and used. Within thirty (30)
days following its receipt of all such documentation, Landlord shall pay such
sums, up to the maximum amount the aforesaid construction improvement allowance,
to Tenant. All such work shall comply with all insurance requirements, and with
all laws, regulations and ordinances of any governmental body or agency having
or claiming jurisdiction. Tenant shall indemnify and hold harmless Landlord,
its agents and employees, from and against any and all liabilities of every kind
and description which may arise out of or be connected in any way with such
Tenant's Work. Tenant shall furnish Landlord with certificates of insurance
from all
17
contractors performing labor or furnishing materials in the Premises insuring
Landlord in such amounts as Landlord reasonably deems appropriate against any
and all liabilities which may arise out of or be connected in any way with such
Tenant's Work.
Tenant shall not permit any lien or claim for lien of any mechanic,
laborer or supplier or any other lien to be filed against the Landlord, the
Building or the Land. If any such lien or claim for lien is filed, Tenant shall
immediately either: (i) have such lien or claim for lien released of record, or
(ii) deliver to Landlord a bond in form, content and amount satisfactory to
Landlord and issued by a surety reasonably satisfactory to Landlord,
indemnifying Landlord and anyone else designated by Landlord against all costs
and liabilities resulting from such lien or claim for lien. If Tenant fails to
immediately take such action, then Landlord may, without determining the
validity of such lien, pay or discharge the same and Tenant shall reimburse
Landlord on demand, as additional rent, for the amount so paid by Landlord,
including reasonable costs and attorney's fees.
If Tenant does not utilize the full amount of such construction
allowance, then Tenant may apply any unused portion as a credit against Fixed
Rent due under the terms of this Lease. Landlord shall notify Tenant of the
amount of such credit after a review of all paid bills and invoices for such
construction, and shall notify Tenant of the month to which the credit is to be
applied (which shall be the first month(s) following completion of construction
and Landlord's verification of the credit amount), and the balance of Fixed Rent
due, if any, for such month.
The Premises shall be deemed to be Substantially Completed when the
""Base Building Work"" and "Tenant's Work" shown on Exhibit D attached hereto
and made a part hereof has been completed (but in no event later than the
Outside Date) except for:
(i) such items of finishing and construction of a nature which are
not necessary to make the Premises reasonably tenantable for Tenant's use as
stated herein; and
(ii) items not then completed because of:
(a) delay by Tenant in furnishing any drawings or approvals
which are not attached as part of Exhibit D on the date of execution of this
Lease or within the time set forth in any agreement between Landlord and Tenant;
or
(b) changes in the work to be performed by Landlord which are
requested by Tenant after Landlord's approval of Tenant's plans; or
18
(c) delays, not caused by Landlord, in furnishing materials or
procuring labor required for installations or work in the Premises, provided
that Tenant shall be notified of Landlord's good faith estimate of the
anticipated delay promptly after discovery thereof by Landlord, and shall be
given an opportunity to specify alternative materials or requirements; or
(d) the performance of any work or activity in the Premises by
Tenant or any of its employees, agents or contractors which delays Landlord's
completion of the Base Building Work.
16. REPAIRS.
A. Landlord shall make all repairs necessary to maintain the
plumbing, air conditioning and electrical systems, windows, floor slabs
(excluding floor coverings) and all other items which constitute a part of the
Premises and are installed or furnished by Landlord; provided, however, that
Landlord shall' not be obligated for any of such repairs until the expiration of
a reasonable period of time aft;after receipt of written notice from Tenant that
such repair is needed. In no event shall Landlord be obligated to repair any
damage caused by any act, omission or negligence of Tenant or its employees,
agents, invitees, licensees, sub-tenants or contractors.
B. Except as Landlord is obligated for repairs as provided
hereinabove, Tenant shall make, at its sole cost and expense, all repairs
necessary to maintain the Premises and shall keep the Premises and the fixtures
therein neat and in orderly condition. If Tenant refuses or neglects to make
such repairs, or fails to diligently prosecute the same to completion, after
written notice from Landlord of the need therefor, Landlord may make such
repairs at the expense of Tenant and such expense shall be collectible as
Additional Rent.
C. Landlord shall not be liable by reason of any injury to, or
interference with, Tenant's business arising from the making of any repairs,
alterations, additions or improvements in or to the Premises or the Building or
to any appurtenances or equipment therein. There shall be no abatement of rent
because of such repairs, alterations, additions or improvements, except as
provided in Paragraph 18 and Paragraph 33(R) hereof.
D Landlord may make any repairs, alterations or improvements in or
to the Building, the Premises or any part thereof and during the performance of
such work, may close entrances, doors, corridors, elevators and other facilities
and may have access to and open the ceilings, walls and floors, all without any
liability to Tenant by reason of interference, inconvenience or annoyance.
Landlord shall endeavor to perform
19
such work in a manner which will minimize any such interference, inconvenience
or annoyance to Tenant.
E. Any repairs made by Landlord of damage to the Premises or the
Building caused by Tenant's negligence or willful misconduct shall be at
Tenant's sole cost and expense.
17. RULES AND REGULATIONS. Tenant shall abide&by all reasonable rules
and regulations adopted by Landlord from time to time for the operation and
management of the Building. If any rules and regulations are contrary to the
provisions of this Lease, the provisions of this Lease shall govern. Attached to
this Lease as Exhibit B are the current rules and regulations for the Building.
Landlord shall not be responsible for the violation of any rules or regulations
of the Building by other tenants of the Building and Landlord shall have no
obligation to enforce the same against other tenants.
18. FIRE AND OTHER HAZARD.
A. If the Premises shall be partially damaged by fire or other cause
without the fault or neglect of Tenant, Tenant's servants, employees, agents,
visitors or licensees, the damage shall be repaired, and at the expense of,
Landlord, and until such repairs shall be made the Rent shall be apportioned
according to the part of the Premises which is usable by Tenant. No penalty
shall accrue for reasonable delay in the completion of repairs which may arise
by reason of adjustment of fire insurance on the part of Landlord and/or Tenant,
and for reasonable delay on account of ""labor troubles"", or any other cause
beyond Landlord's control. No such repair shall be required to be performed by
Landlord if such casualty shall occur within the last year of the Term, in which
case Landlord will give Tenant written notice within sixty (60) days of casualty
as to its determination to make repairs or not to repair. Tenant agrees to
repair and replace its own fixtures, furniture, furnishings, records and
equipment at its sole cost and expense.
B. If the Premises are totally damaged or are rendered wholly
untenantable by fire or other casualty, then Landlord shall have the option to
not rebuild the Premises, or if the Building shall be so damaged that Landlord
shall decide to demolish it or not to rebuild it, then or in any of such
events.Landlord shall, within one hundred twenty (120) days after such fire or
other casualty, give Tenant written notice of such decision, and thereupon the
term of this Lease shall expire by lapse of time upon the third (3rd) day after
such notice is given, and Tenant shall vacate the Premises and surrender the
same to Landlord arid Tenant's' liability for Rent shall cease as of the day
following such casualty.
20
19. HOLDING OVER. If Tenant retains possession of the Premises, or
any part thereof, after the expiration or termination of this Lease, Tenant
shall pay Landlord Fixed Rent at an annual rate equal to double the Fixed Rent
payable for the year immediately preceding said holdover computed on a per month
basis, together with all other sums due hereunder as Additional Rent, for the
period Tenant thus remains in possession, and Tenant shall also pay Landlord all
damages sustained by Landlord by reason of such retention of possession. If
Tenant retains possession of the Premises, or any part thereof, for thirty (30)
days after the expiration or termination of this Lease, then at the sole option
of Landlord expressed by written notice to Tenant, but not otherwise, such
holding over shall constitute a renewal of this Lease for a period of one year
on the same terms and conditions, except that the annual Fixed Rent for such
period shall be the greater of the fair annual rental value of the Premises, as
determined by Landlord, or one and a half times the annual Fixed Rent in effect
during the last year of the Term The provisions of this Paragraph do not waive
the Landlord's right of reentry or any other right hereunder.
TENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT TO TENANT OF 68 P.S.
(S) 250.501, AS APPROVED APRIL 6, 1951, ENTITLED ""LANDLORD AND TENANT ACT OF
1951"", AS MAY BE AMENDED FROM TIME TO TIME, REQUIRING NOTICE TO QUIT UPON THE
EXPIRATION OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY EXTENSION OR
RENEWAL THEREOF, Oft UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN
PROVIDED. TENANT COVENANTS AND AGREES TO VACATE, REMOVE FROM AND DELIVER UP AND
SURRENDER THE POSSESSION OF THE PREMISES TO LANDLORD UPON THE EXPIRATION OF THE
TERM OR UPON THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF OR UPON ANY
EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED WITHOUT SUCH NOTICE.
20. DEFAULT. Any one or more of the following events shall
constitute an "Event of Default":
(a) The failure of Tenant to pay any Rent or other sum of money due
Landlord within ten (10) days after written notice from Landlord that the same
is past due; provided, however, that in the event Tenant fails to pay the Fixed
Rent payment to Landlord on or before the fifth day of each month, then Tenant
shall be assessed the late charge as set forth in Section 4 hereof.
(b) The failure by Tenant in the performance or observance of any
covenant or agreement of this Lease (other than a failure involving the payment
of money), which failure is not cured within thirty (30) days after the giving
of notice thereof by Landlord, unless (i) such failure is of such nature that it
cannot be cured within such thirty (30) day period, in which case Landlord shall
not exercise the remedies described below so long
21
as Tenant shall commence the curing of the default within such thirty (30) day
period and shall thereafter diligently prosecute the curing of same, or (ii)
such failure is of such a nature as to cause a hazardous situation, a nuisance
to Landlord, other tenants or other persons or businesses or may result in civil
or criminal penalties against Landlord or Tenant, in which case Tenant shall
cure such default within the shortest time reasonable which in no event shall be
more than forty-eight (48) hours after the giving of notice thereof.
(c) Tenant should default in performance of any other particular
covenant of this Lease more than three (3) times in any period of twelve (12)
months, then, notwithstanding that such defaults shall have each been cured
within the period after notice as above provided, any further similar default
shall be deemed to be deliberate and Landlord thereafter may serve a written
seven (7) day notice of termination without affording to Tenant an opportunity
to cure such further default.
21. LANDLORD'S REMEDIES.
A. Upon the occurrence and continuance of an Event of Default,
Landlord, without notice to Tenant in any instance (except where expressly
provided for below) may do any one or more of the following:
(1) Declare all rents, charges and any other sums due to Landlord by
Tenant to become accelerated and immediately due and payable.
(2) Perform, on behalf and at the expense of Tenant, any obligation
of Tenant under this Lease which Tenant has failed to perform and of which
Landlord shall have given Tenant notice, the cost of which performance by
Landlord, together with interest thereon at the Default Rate from the date of
such expenditure, shall be deemed Additional Rent and shall be payable by Tenant
to Landlord upon demand.
(3) Elect to terminate this Lease and the tenancy created hereby by
giving notice of such election to Tenant, re-enter the Premises, by proceedings
or otherwise, remove Tenant and all other persons and property from the
Premises, and store such property in a public warehouse or elsewhere at the cost
of and for the account of Tenant without resort to legal process and without
Landlord being deemed guilty of trespass or becoming liable for any loss or
damage occasioned thereby.
(4) Exercise any other legal or equitable right or remedy which
Landlord may have.
Notwithstanding the provisions of clause (2) above and regardless of
whether an Event of Default shall have occurred,
22
Landlord may exercise the remedy described in clause (2) without any notice to
Tenant if Landlord, in its good faith judgment, believes that the unperformed
obligation of Tenant constitutes an emergency.
B. If this Lease is terminated by Landlord pursuant to Subparagraph
21A, Tenant nevertheless shall remain liable for any Rent and damages which may
be due or sustained prior to such termination, and all reasonable costs, fees
and expenses incurred by Landlord in pursuit of its remedies hereunder, or in
renting the Premises to others from time to time (all such Rent, damages, costs,
fees and expenses being referred to herein as "Termination Damages") and
additional damages (the "Liquidated Damages") equal to the Rent which, but for
termination of this Lease, would have become due during the remainder of the
Term, less the amount of Rent, if any, which Landlord may receive during such
period from others to whom the Premises may be rented (other than any Additional
Rent received by Landlord as a result of any failure of such other person to
perform any of its obligations to Landlord). Termination Damages shall be due
and payable immediately upon demand by Landlord following any termination of
this Lease pursuant to Subparagraph 21A. Liquidated Damages shall be computed
and payable in monthly installments, in advance, on the first day of each
calendar month following termination of the Lease and continuing until the date
on which the Term would have expired but for such termination. Any suit or
action brought to collect any Liquidated Damages for any month shall not in any
manner prejudice the right of Landlord to collect any Liquidated Damages for any
subsequent month by a similar proceeding.
C. If this Lease is terminated pursuant to Xxxxxxxxxxxx 00X, Xxxxxxxx
may relet the Premises or any part thereof, alone or together with other
premises, for such term or terms (which may be greater or less than the period
which otherwise would have constituted the balance of the Term) and on such
terms and conditions (which may include concessions or free rent and alterations
of the Premises) as Landlord, in its uncontrolled discretion, may determine, but
Landlord shall not be liable for, nor shall Tenant's obligations hereunder be
diminished by reason of, any failure by Landlord to relet the Premises or any
failure of Landlord to collect any rent due upon such reletting.
D. FOR VALUE RECEIVED, IN ADDITION TO ANY AND ALL REMEDIES PROVIDED
HEREUNDER OR BY LAW, UPON ANY DEFAULT BY TENANT HEREUNDER, TENANT HEREBY
EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE COMMONWEALTH OF
PENNSYLVANIA TO APPEAR FOR TENANT, AND FOR ANY OTHER PERSONS CLAIMING UNDER, BY
OR THROUGH TENANT, AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT
FORTHWITH AGAINST TENANT AND SUCH OTHER PERSONS AND IN FAVOR OF LANDLORD, IN AN
AMICABLE ACTION OF EJECTMENT FOR THE PREMISES, OR WRITS OF EXECUTION FOR
POSSESSION OF THE PREMISES AND, AT
23
LANDLORD'S OPTION, FOR THE AMOUNT OF ALL COSTS, WITHOUT LEAVE OF COURT, AND
LANDLORD MAY, BY LEGAL PROCESS, UPON TWENTY-FOUR (24) HOURS' NOTICE POSTED AT
THE PREMISES, RE-ENTER AND EXPEL TENANT FROM THE PREMISES, AND ALSO ANY PERSONS
HOLDING UNDER TENANT.
E. No reference to any specific right or remedy shall preclude
Landlord from exercising any other right, or from having any other remedy or
from maintaining any action to which it may otherwise be entitled by law or in
equity. No failure by Landlord to insist upon the strict performance of any
agreement, term, covenant or condition hereof, 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, agreement, term, covenant or condition. No waiver by Landlord of
any breach by Tenant under this Lease or of any breach by any other tenant under
any other lease of any portion of the Building shall affect or alter this Lease
in any way whatsoever.
22. CONDITION OF PREMISES. It is agreed that Tenant has examined the
Premises prior to the execution of this Lease and is satisfied with the physical
condition thereof and further agrees that, except as set forth in Section 15 of
this Lease and Exhibit D which is attached hereto and made a part hereof, no
representation has been made by Landlord, or Landlord's agent as to the
condition, construction or repair of the Premises.
23. ASSIGNMENT AND SUBLETTING.
A. Without the prior written consent of Landlord, Tenant shall not
sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit
the transfer of this Lease or the interest of Tenant in this Lease, in whole or
in part, by operation of law or otherwise. Notwithstanding the foregoing
sentence, Tenant may assign or sublease the Premises in accordance with the
terms and conditions hereinafter set forth upon obtaining the prior written
approval of Landlord, which approval shall not be unreasonably withheld or
delayed. If Tenant desires to enter into any assignment of this Lease or
sublease of the Premises, Tenant shall deliver written notice thereof to
Landlord, together with a copy of the proposed assignment or sublease agreement
at least thirty (30) days prior to the effective date of the proposed assignment
or sublease. In making its determination of whether to consent to any proposed
assignment or sublease (which consent shall not be unreasonably withheld),
Landlord may take into consideration the business reputation and character,
financial responsibility and credit worthiness of the proposed assignee or
subtenant; the intended use of the Premises by the proposed assignee or
subtenant; the estimated pedestrian traffic to the Premises and to the Building
which would be generated by the proposed assignee or subtenant; and any other
factors which Landlord shall deem relevant;
24
provided, that Landlord shall in no event be obligated to consent to any
proposed assignment or sublease of the Premises and Landlord's withholding of
consent to any proposed sublease of the Premises will not be deemed unreasonable
if (1) the proposed assignee or subtenant is or has been a tenant in the
Building, or (2) Tenant is then in default under this Lease. Any approved
sublease shall be expressly subject to the terms and conditions of this Lease,
and Tenant shall pay Landlord on the first day of each month during the term of
the sublease, the excess of all rent and other consideration due from the
subtenant for such month over that portion of the Fixed Rent due under this
Lease for said month allocable to the space sublet on a square footage basis.
Tenant shall reimburse Landlord for all reasonable attorneys' fees incurred by
Landlord in reviewing any proposed assignment or sublease or other transfer of
Tenant's interest in this Lease, which reimbursement shall be made
notwithstanding that Landlord may withhold its consent to any such document or
transfer of interest.
B. In the event Tenant desires to enter into any sublease of the
Premises, Landlord shall have the option to exclude from the Premises covered by
this Lease the space proposed to be sublet by Tenant, effective as of the
proposed commencement date of sublease of said space by Tenant. Landlord may
exercise said option by giving Tenant written notice thereof within twenty (20)
days after receipt by Landlord of Tenant's notice of the proposed sublease;
provided, however, Tenant may rescind the exercise of such option and retract
its proposed sublease by giving Landlord written notice thereof within ten (10)
days after Landlord exercises such option. In the event Landlord exercises said
option (and such option is not rescinded by Tenant as aforesaid), Tenant shall
surrender possession of the proposed sublease space to Landlord on the effective
date of exclusion of said space from the Premises covered by this Lease, and
neither party hereto shall have any further rights or liabilities with respect
to said space under this Lease. Effective as of the date of exclusion of any
portion of the Premises covered by this Lease pursuant to this Paragraph, (1)
the Fixed Rent specified in clause H of Paragraph 1 shall be reduced in the same
proportion as the number of square feet of rentable area contained in the
portion of the Premises so excluded bears to the number of square feet of
rentable area contained in the Premises prior to such exclusion, and (2) the
rentable area of the Premises specified in clause I of Paragraph 1 shall be
decreased by the number of square feet of rentable area contained in the portion
of the Premises so excluded, for all purposes under this Lease, and (3) Tenant's
Proportionate Share shall be recalculated in accordance with the formula
specified in Subparagraph 5A(6).
C. In the event of any approved sublease or assignment, Tenant shall
not be released or discharged from any liability,
25
whether past, present or future, under this Lease, including any renewal term of
this Lease and any expansion space included in the Premises.
D. Notwithstanding the foregoing, it is hereby expressly understood
and agreed that the assignment, sublease or transfer of this Lease, and ??? erm
and estate hereby granted, to (a) any corporation into which Tenant is merged or
with which Tenant is consolidated or with Tenant has sold all or substantially
all of its. (Pounds)5 having a net worth equal to that of Tenant upon the
execution of this Lease, or (b) any corporation which is Tenant's parent
corporation or a wholly owned subsidiary of Tenant's parent corporation (any
such corporation being hereinafter called "Assignee"), shall not require
Landlord's consent; provided that the corporation to which this Lease is
assigned has a credit worthiness and net worth at least equal to those of Tenant
at the time of the execution of this Lease; and further provided that Assignee
and Tenant shall promptly execute, acknowledge and deliver to Landlord an
assignment agreement in form and substance satisfactory to Landlord. In the
event that Tenant subleases all or part of the Premises to an Assignee of Tenant
for Rent and/or other consideration (which shall include the assumption by the
Assignee of the obligation of Tenant to pay Rent hereunder) which in the
aggregate is in excess of the Rent payable (calculated on a square footage
basis) by Tenant hereunder, then such excess Rent shall be split equally between
Landlord and Tenant.
24. ASSIGNMENT BY LANDLORD. Landlord may sell the Building or
Landlord's interest therein or assign its interest in this Lease, or any part
thereof, in the exercise of its sole discretion, and upon the written request of
Landlord, Tenant shall acknowledge and consent to any such assignment in
writing. In the event of any such sale or assignment, Landlord shall be entirely
freed and relieved of all agreements and obligations of Landlord hereunder
accruing or to be performed after the date of such sale or assignment.
Additionally, upon the written request of Landlord, Tenant shall provide any
information or certification of the status of this Lease reasonably requested by
Landlord and Tenant shall execute any memoranda, certificate, attornment or
other document in recordable form or otherwise as required by Landlord or to
undertake any action reasonably requested by Landlord to evidence the existence
of this Lease or to effectuate any such sale or assignment.
25. NOTICES. All notices and approvals to be given by one party to
the other party under this Lease shall be given in writing, mailed or delivered
as follows:
(a) To Landlord c/o X.X. Xxxxxxx Management Company, 000 Xxxxxxxx
Xxxxxx, Xxxxx, XX 00000, with a copy to Building Manager, 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000, or to such
26
other address designated by notice to Tenant.
(b) Except as otherwise provided in this Lease, to Tenant at
Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, attention
Xxxxxx Xxxxx, with a copy to Xxxx Xxxxxxxx, Esquire, at the same address, or to
such other address designated by notice to Landlord.
Notices shall be delivered by hand, by Federal Express or other
overnight carrier service, or by United States certified or registered mail,
postage prepaid, return receipt requested. Notices shall be deemed to have been
given upon personal delivery thereof or upon posting in the United States mails.
26. QUIET POSSESSION. So long as Tenant shall observe and perform the
covenants and agreements binding on it hereunder, Tenant shall at all times
during the Term peacefully and quietly have and enjoy the possession of the
Premises without any encumbrance or hindrance by, from or through Landlord, its
successors or assigns, subject to the provisions of this Lease. So long as
Tenant is not in default in the payment of Rent, or in the performance of any of
the terms, covenants or conditions of the Lease, Tenant shall not, by reason of
foreclosure of any mortgage, acceptance of a deed in lieu of foreclosure, or the
exercise of any remedy provided in any mortgage, be disturbed in Tenant's
occupancy of the Premises during the term of the Lease or any extension thereof
set forth in the Lease.
27. MOVING ALLOWANCE. Landlord shall pay to Tenant a moving allowance
in the amount of One Dollar ($1.00) per square foot of rental area. Said
allowance is intended to offset or decrease Tenant's cost to relocate furniture
and equipment to the Premises, to purchase stationery, and/or its other costs
associated with Tenant's moving to the Premises. This allowance will be paid
within ten (10) days after Commencement Date of the Term.
28. EXPANSION OPTION. So long as Tenant is not in default under the
terms of this Lease, Tenant shall have the option to lease all, but not less
than all, of each of the Twenty First (21st), Twenty Second (22nd), Twenty Third
(23rd) and Twenty Fourth (24th) floors of the Building (the "Option Space").
Tenant acknowledges that the availability of the Option Space on the 22nd, 23rd
and 24th floors of the Building is subject to Landlord's ability to obtain
appropriate releases for such Option Space from The Prudential Insurance Company
of America. The Tenant's option for leasing the Option Space located on the 24th
floor shall expire on March 31, 1993, and Tenant shall notify Landlord, in
writing, of its exercise of such option for the 24th floor no later than March
31, 1993. The Tenant's option for leasing the Option Space located on the
twenty-first floor shall expire on April 30, 1993, and Tenant shall notify
Landlord, in
27
writing, of its exercise of such option for the twenty-first floor no later than
April 30, 1993. If Tenant elects to exercise its option for Expansion Space on
either the twenty-first or twenty-fourth floors, then Landlord and Tenant will
immediately proceed to fulfill all requirements and conditions as set forth in
this Lease and in the Work Letter as soon as possible following Tenant's
exercise of its option. If Tenant desires to exercise its option to lease the
Option Space consisting of each of the 22nd and/or 23rd floors of the Building,
then Tenant shall so notify Landlord, in writing, no later than January 1, 1994,
with such lease to be commenced no later than January 1, 1995.
The annual Rent for the Option Space shall be calculated at Tenant's
current escalated Rent for its Premises as set forth in this Lease. Landlord
shall provide Tenant with an improvement allowance for the Option Space in an
amount not to exceed the unamortized improvement allowance for the Premises
initially leased to Tenant (such amortization to be calculated by prorating the
$15.00 RSF allowance for Tenant's Work on a monthly basis based on the remaining
Term of the Lease). Tenant's obligation to pay Rent with respect to the Option
Space shall commence upon the Substantial Completion of the Option Space.
29. RIGHT OF FIRST REFUSAL. So long as Tenant is not in default under
the terms of this Lease, effective as of May 1, 1993 and continuing until the
expiration of the Term, Tenant shall have a right of first refusal to lease all,
but not less than all, of the twenty first (21st) floor of the Building.
Commencing on January 1, 1995 and continuing until the end of the Term, Tenant
shall have a right of first refusal to lease all, but not less than all, of each
of the twenty second (22nd) and twenty third (23rd) floors of the Building.
Commencing on April 1, 1993 and continuing until the expiration of the Term,
Tenant shall have a right of first refusal to lease all, but not less thatn all,
of the twenty fourth (24th) floor of the Building. The individual 21st, 22nd,
23rd and 24th floors of the Building shall each be designated as "Refusal Space"
for the purposes of this Section 29. In the event, at any time during the
pendency of Tenant's right of first refusal for the Refusal Space as set forth
hereinabove, Landlord receives a bona fide offer to lease all or part of any of
the Refusal Space, Landlord shall give written notice to Tenant of such offer
and Landlord's intent to accept the same. Tenant shall have the right for
fifteen (15) business days following receipt of such notice to accept, in
writing, the entire portion of the Refusal Space which is specified in
Landlord's notice. If Tenant rejects such terms or does not respond, in writing,
within the aforesaid fifteen (15) business day period, Landlord shall then be
permitted to lease all or part of such Refusal Space as set forth in the notice
on the terms as set forth in the notice to Tenant, and Tenant's right of first
refusal hereunder shall terminate as to the floor of the Building on which
Landlord has leased such space.
28
30. OPTION TO TERMINATE. Tenant shall have the right, to be exercised
by Tenant by written notice to Landlord given no later than three hundred sixty-
five (365) days prior to the expiration of the third (3rd) and fourth (4th)
years of the Term, to terminate its Lease of the entire Premises, including any
Option Space. If Tenant elects to so terminate this Lease, Tenant shall pay to
Landlord, at or prior to the effective date of such termination, a sum equal to
the total of all unamortized construction costs, including design costs, moving
costs, demolition costs and commissions expended by Landlord, and all allowances
previously given by Landlord to Tenant, for the construction, leasing and
improvement of Tenant's Premises. Such costs shall be amortized by Landlord
under a level amortization period of twenty percent (20%) per year. A copy of
such amortization schedule is attached hereto and made a part hereof as Exhibit
"E".
In the event that Tenant exercises its option to terminate this Lease
with such termination to be effective on the third anniversary date of the Term,
then Tenant may extend the effective date of termination, at its option, for a
period of six (6) months by giving written notice to Landlord of its intention
to extend the effective date of such termination. Such notice of extension of
time shall be given by Tenant on or before such time as the Tenant's notice of
early termination is required to be given under the terms of Section 30 of the
Lease. The terms and conditions of this Lease shall continue to apply to
Tenant's occupancy of the Premises during the six month extension period.
31. OPTIONS TO RENEW.
A. Renewal Term I. So long as Tenant is not in default under the
--------------
terms of this Lease, Tenant shall have the Option to extend the original Term
hereof for a renewal term of three (3) years ("Renewal Term I"). Renewal Term I
shall commence upon the expiration of the initial Term and shall be upon the
same terms and conditions as in this Lease, except for the Rent, and improvement
and other allowances. Tenant shall notify Landlord, in writing, of its intention
to exercise its renewal option for Renewal Term I no later than three hundred
sixty five (365) days prior to the expiration of the Term. The Fixed Rent for
Renewal Term I shall be calculated as follows:
Year 1: $15.00 per rentable square foot per annum
Year 2: $16.00 per rentable square foot per annum
Year 3: $16.00 per rentable square foot per annum
The Base Year shall be 1992; provided, however, that Tenant will
receive a credit in the amount of ten percent (10%)
29
per annum against Escalation Charges due in each of the years for Renewal Term
I.
Upon commencement of Renewal Term I, Landlord shall contribute an
allowance (to be calculated as hereinafter set forth) to be utilized by Tenant
for the cost of repainting, recarpeting or replacing wall coverings within
Tenant's Premises. In the event that Tenant elects to exercise its Option to
Renew for Renewal Term I, then Landlord shall provide such an allowance in an
amount not to exceed Five Dollars ($5.00) per rentable square foot of area.
B. Renewal Term II. So long as Tenant is not in default under the
---------------
terms of this Lease, Tenant shall have the Option to extend this Lease for an
additional renewal term of three (3) years ("Renewal Term II"). Renewal Term II
shall commence upon the expiration of Renewal Term I and shall be upon the same
terms and conditions as in this Lease, except for the Rent, and improvement and
other allowances. Tenant shall notify Landlord in writing, of its intention to
exercise its renewal option no later than three hundred sixty five (365) days
prior to the expiration of Renewal Term I. The Fixed Rent for Renewal Term II
shall be calculated as follows:
Year 1: $17.00 per rentable square foot per annum
Year 2: $17.00 per rentable square foot per annum
Year 3: $17.00 per rentable square foot per annum
The Base Year shall be 1992; provided, however, that Tenant will
receive a credit in the amount of ten percent (10%) per annum against Escalation
Charges due in each of the years for Renewal Term II.
Upon commencement of Renewal Term II, Landlord shall contribute an
allowance (to be calculated as hereinafter set forth) to be utilized by Tenant
for the cost of repainting, recarpeting or replacing wall coverings within
Tenant's Premises. In the event that Tenant elects to exercise its Option to
Renew for Renewal Term II, then Landlord shall provide such an allowance in an
amount not to exceed Three Dollars ($3.00) per rentable square foot of area.
32. CANCELLATION OF EXISTING LEASES. Tenant's existing Lease for
premises situate on the third floor of the Building shall expire on the
Commencement Date of this Lease.
33. MISCELLANEOUS.
A. This Lease shall be binding upon and inure to the benefit of
Landlord and Tenant and their respective heirs, legal representatives,
successors and permitted assigns.
30
B. All amounts owed to Landlord hereunder, for which the date of
payment is not expressly fixed herein, shall be paid within thirty (30) days
from the date Landlord renders statements of account therefor or and after the
end of such thirty (30) day period shall bear interest at a rate equal to the
prime rate of interest from time to time in effect at Mellon Bank, N.A., but in
no event less than ten percent (10%) per annum, until paid.
C. Tenant shall deliver to Landlord or to its mortgagee, auditors or
to a prospective purchaser of the Building, when requested by Landlord an
estoppel certificate certifying (i) that this Lease is unmodified and in full
force and effect, (ii) the amount of Fixed Rent and Escalation Charges then
payable under this Lease and the date to which such Rent has been paid, (iii)
the amount of the security deposit, if any, deposited by Tenant with Landlord
hereunder, (iv) that Tenant is or is not in possession of the Premises, as the
case may be, and (v) that Landlord is not in default hereunder, or if in
default, stating specifically any such defaults. Failure to give such a
statement within fifteen (15) days after written request shall be conclusive
evidence that the Lease is unmodified and in full force and effect and Landlord
is not in default and Tenant shall be estopped from asserting any defaults known
to Tenant at that time.
D. In the event that all or a substantial portion of the Premises or
the Building are taken by eminent domain so that the Premises cannot be
reasonably used by Tenant for the purposes for which they are demised, then
either party may terminate this Lease by giving written notice of termination to
the other party within thirty (30) days after such taking. In the event of any
taking by eminent domain, Landlord shall be entitled to receive the entire award
arising from the condemnation proceeding without deduction therefrom for any
estate vested in Tenant by this Lease; provided that Tenant shall be entitled to
claim, prove and receive such award as may be made which represents the value to
Tenant's personal property lost as a result of the taking or the relocation
expenses suffered by Tenant.
E. Landlord shall have the option to relocate the Premises at any
time or times during the Term to a different location in the Building (herein
referred to as "the New Premises"). Landlord may exercise such option by giving
Tenant written notice thereof not less than thirty (30) days prior to the
proposed effective date of relocation.
(i) The New Premises shall contain not less than ninety percent (90%)
nor more than one hundred ten percent (110%) of the Rentable Area contained in
the Premises;
(ii) Landlord shall pay the direct physical moving expenses (including
telephone and telephone equipment relocation
31
costs) incurred by Tenant in relocating from the Premises to the New Premises
and for improving the New Premises so that they are substantially similar to the
Premises, but in no event shall Landlord pay any indirect expenses incurred by
Tenant in relocating from the Premises to the New Premises (including salaries
of employees of Tenant for time allocated to such relocation, legal fees, or
loss of business or profit);
(iii) The Fixed Rent specified in clause H of Paragraph, 1 then in
effect under this Lease shall be decreased to the sum obtained by multiplying
each such amount by a fraction, the numerator of which the rentable area
contained in the New Premises and the denominator of which is the rentable area
contained in the Premises;
(iv) The rentable area of the Premises specified in clause I of
Paragraph 1 shall be increased or decreased, as the case may be, by the
difference in the rentable area contained in the Premises and the rentable area
contained in the New Premises; and
(v) Tenant's Proportionate Share shall be recalculated in
accordance with the formula specified in subparagraph 5A(6).
F. This Lease and the Exhibits attached hereto contain the entire
Agreement between Landlord and Tenant concerning the Premises and there are no
other agreements, either oral or written.
G. The execution of this Lease by Tenant and delivery of same to
Landlord or its agent does not constitute a reservation of or option for the
Premises or an agreement to enter into a lease. This Lease shall become
effective only if and when Landlord executes and delivers same to Tenant;
provided, however, the execution and delivery by Tenant of this Lease to
Landlord or its agent shall constitute an irrevocable offer by Tenant to lease
the Premises on the terms and conditions herein contained, which offer may not
be withdrawn or revoked for forty-five (45) days after such execution and
delivery.
H. No payment by Tenant or receipt by Landlord of a lesser amount
than any installment or payment of Rent due shall be deemed to be other than on
account of the amount due, and no endorsement or statement on any check or any
letter accompanying any check or payment of Rent shall be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such installment or payment of Rent
or pursue any other remedies available to Landlord. No receipt of money by
Landlord from Tenant after the termination of this Lease or Tenant's right of
possession of the Premises shall reinstate, continue or extend the Term or
Tenant's right of possession.
32
I. Tenant represents that, except for the broker if any, specified
in clause O of Xxxxxxxxx 0, Xxxxxx has not dealt with any real estate broker,
sales person, or finder in connection with this Lease, and no such person
initiated or participated in tie negotiation of this Lease, or showed the
Premises to Tenant. Tenant hereby agrees to indemnify and hold harmless
Landlord, its agents and employees, from and against any and all liabilities and
claims for commissions and fees arising out of a breach of the foregoing
representation. Unless otherwise agreed by the parties, Landlord shall be
responsible for the payment of all commissions to the broker, if any, specified
in clause O of Paragraph 1, based upon the leasing commission policy of Landlord
applicable to the Building and in effect as of the date of this Lease.
J. Landlord shall not be deemed in default with respect to any of
the terms, covenants and conditions of this Lease on Landlord's part to be
performed, if Landlord fails to timely perform same and such failure is due in
whole or in part to any strike, lockout, labor trouble (whether legal or
illegal), civil disorder, inability to procure materials, power failure,
restrictive governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, Acts of God, acts caused directly or
indirectly by Tenant (or Tenant's agents, employees or invitees) or any other
cause beyond the reasonable control of Landlord.
K. Paragraph captions in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or
intent of such Paragraphs.
L. This Lease shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
M. Time is of the essence of this Lease and the performance of all
obligations hereunder.
N. Notwithstanding anything in this Lease to the contrary, the
liability of Landlord under this Lease shall be limited to its interest in the
Building and Tenant agrees that no judgment against Landlord under this Lease
may be satisfied against any property or assets of Landlord other than the
interest of Landlord in the Building.
O. If Tenant fails timely to perform any of its duties under this
Lease, Landlord shall have the right (but not the obligation) to perform such
duty on behalf and at the expense of Tenant without further prior notice to
Tenant, and all sums expended or expenses incurred by Landlord in performing
such duty shall be deemed to be Additional Rent under this Lease and shall be
due and payable upon demand by Landlord.
33
P. If any provision of this Lease shall be held to be invalid, void
or unenforceable, the remaining provisions hereof shall in no way be affected or
impaired and such remaining provisions shall remain in full force and effect.
Q. Landlord, at Landlord's sole option, may record this Lease or a
memorandum of this Lease in the Office of the Recorder of Deeds of Allegheny
County, Pennsylvania.
R. If Landlord fails timely to perform any of its duties under this
Lease, Tenant shall have the right to perform such duty on behalf and at the
expense of Landlord. Provided, however, before performing such duty on
Landlord's behalf, Tenant shall give Landlord written notice of such failure and
Landlord will have ten (10) business days to cure such failure or where such
cure will require greater than ten (10) business days, Landlord shall have such
longer time as reasonably necessary as long as Landlord has commenced and
continued to effect a cure with reasonable diligence until completed. If
Landlord does not take such action, Tenant may perform such duty and all sums
expended or incurred by Tenant in performing such duty may be immediately
deducted from rent due to Landlord.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on
the ______day of August, 1992.
ATTEST: LANDLORD:
CENTRE CITY PARTNERS, L.P.
by: X.X. Xxxxxxx Management
Company
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
-------------------------- -----------------------------
ATTEST: TENANT:
FEDERATED INVESTORS BUILDING
CORPORATION
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
-------------------------- -----------------------------
34
EXHIBITS TO LEASE
-----------------
A-1 Plan of Premises
B Rules and Regulations
C Commencement Agreement
D Workletter
E Amortization Schedule
F Tenant's Plans
EXHIBIT "B"
RULES AND REGULATIONS
1. Any sign, lettering, picture, notice or advertisement installed
within the Premises which is visible from the public corridors within the
Building shall be installed in such manner and be of such character and style as
Landlord shall approve in writing. No sign, lettering, picture, notice or
advertisement shall be placed on any outside window or door or in a position to
be visible from the outside of the Building.
2. Sidewalks, entrances, passages, courts, corridors, halls,
elevators and stairways in and about the Premises shall not be obstructed nor
shall objects be placed against glass partitions, doors or windows which would
be unsightly from the Building's corridors or from the exterior of the Building.
3. No animals, pets, bicycles or other vehicles shall be brought or
permitted to be in the Building or the Premises.
4. Room to room canvasses to solicit business from other tenants of
the Building are not permitted.
5. Tenant shall not waste electricity, water or air conditioning
services. All controls shall be adjusted only by authorized Building personnel.
Tenant shall not utilize the Premises in any manner which would overload the
standard heating, ventilating or air conditioning systems of the Building.
Tenant shall not open or permit to be opened any windows in the Premises. Tenant
shall not utilize any electronic, radiowave, microwave or other transmitting,
receiving, amplification or magnetic device which would disturb or interfere
with any other tenant of the Building or the operation of the Building
generally.
6. All corridor doors shall remain closed at all times.
7. No locks or similar devices shall be attached to any door except
by Landlord and Landlord shall have the right to retain a key to all such locks.
8. Tenant assumes full responsibility of protecting the Premises from
theft, robbery and pilferage. Except during Tenant's normal business hours,
Tenant shall keep all doors to the Premises locked and other means of entry to
the Premises closed and secured.
B-1
9. Only machinery or mechanical devices of a nature directly
related to Tenant's ordinary use of the Premises shall be installed, place or
used in the Premises and the installation and use of all such machinery and
mechanical devices is subject to the other rules contained herein and the other
portions of this Lease.
10. Except with the prior approval of Landlord, all cleaning,
repairing, janitorial, decorating, painting or other services and work in and
about the Premises shall be done only by authorized Building personnel.
11. Safes, furniture, equipment, machines and other large or bulky
articles shall be brought to the Building and into and out of the premises at
such times and in such manner as Landlord shall direct (including the
designation of elevator) and at Tenant's sole risk and cost. Prior to Tenant's
removal of such articles from the building, Tenant shall obtain written
authorization of the office of the Building and shall present such authorization
to a designated employee of Landlord.
12. Tenant shall not in any manner deface or damage the Building.
13. Inflammables such as gasoline, kerosine, naphtha and benzene, or
explosives or any other articles of an intrinsically dangerous nature are not
permitted in the Building or the Premises.
14. Tenant shall ascertain from Landlord the maximum amount of
electrical current which can safely be used in the Premises, taking into account
the electric wiring of the Building and the Premises and the needs of other
tenants, and shall not use more than such capacity. Landlord's consent to the
installation of electrical equipment shall not relieve Tenant from the
obligation not to use more electricity than such safe capacity.
15. To the extent permitted by law, Tenant shall not permit picketing
or other union activity involving its employees in the Building, except in those
locations and subject to time and other limitations as to which Landlord may
give prior written consent.
16. Tenant shall not enter into or upon the roof or basement of the
Building or any storage, heating, ventilation, air conditioning, mechanical or
elevator machinery housing areas.
17. Tenant shall not distribute literature, flyers, handouts or
pamphlets of any type in any of the common areas of the Building, without the
prior written consent of Landlord.
B-2
18. Tenant shall not xxxx, otherwise prepare or sell any food or
beverages in or from the Premises.
19. Tenant shall not permit the use of any apparatus for sound
production or transmission in such manner that the sound so transmitted or
produced shall be audible or vibrations therefrom shall be detectable beyond the
Premises.
20. Tenant shall keep all electrical and mechanical apparatus free of
vibration, noise and air waves which may be transmitted beyond the Premises.
21. Tenant shall not permit objectionable odors or vapors to emanate
from the Premises.
22. Tenant shall not place a load upon any floor of the Premises
exceeding the floor load' capacity for which such floor was designed or allowed
by law to carry.
23. Except as shown on Tenant's Plans or on other plans as approved
by Landlord, no floor covering shall be affixed to any floor in the Premises by
means of glue or other adhesive without Landlord's prior written consent.
B-3
EXHIBIT "C":
COMMENCEMENT DATE AGREEMENT
---------------------------
This Commencement Date Agreement ("Agreement") is made as of
______________, 19______, by Centre City Partners, L.P. with address at 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 ("Landlord") and Federated Investors
Building Corporation having an office at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000 ("Tenant").
Landlord and Tenant agree to and acknowledge the following matters':
1. Landlord and Tenant have entered into a Lease dated as of July 23,
1992 (the "Lease"), covering office space in the Centre City Tower Building,
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 as more particularly
described in the Lease.
2. All terms defined in the Lease shall have the same meaning when
used in this Agreement.
3. The nineteenth floor of the Premises was delivered to Tenant on
September 21, 1992, and Tenant's obligation to pay Fixed Rent for the nineteenth
floor commenced as of that date. The twentieth floor of the Premises, being the
remaining portion of the Premises, was delivered to Tenant on
____________________, 1992.
4. The Commencement Date is __________________
5. The Expiration Date is ___________________
6. The rentable area of the Premises is _______ square feet.
7. The initial annual Fixed Rent is $_____________
8. The Tenant hereby certifies that it is in possession and occupancy
of the Premises; that the Lease is in full force and effect; that all of the
obligations on the part of Landlord under the Lease to be performed prior to the
Commencement Date have been performed satisfactorily, including any obligation
for the performance of any work or installment of any equipment; and that there
are no offsets or defenses against the enforcement of the Lease by Landlord.
C-1
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement
as of the day and year first above written.
LANDLORD:
CENTRE CITY PARTNERS, L.P.
by: X.X. Xxxxxxx Management Company
By: [SIGNATURE ILLEGIBLE]
--------------------------------------
Title: [TITLE ILLEGIBLE]
-----------------------------------
TENANT:
FEDERATED INVESTORS BUILDING
CORPORATION
By:______________________________________
Title:___________________________________
C-2
EXHIBIT "D"
----------
WORK LETTER
ATTACHED TO AND MADE PART OF LEASE DATED
SEPTEMBER _____, 1992
BETWEEN
CENTER CITY PARTNERS, L.P., LANDLORD
AND
FEDERATED INVESTORS BUILDING CORPORATION
TENANT
This Work Letter supplements the "Lease" dated September _____, 1992
between Centre City Partners, L.P., as Landlord ("Landlord"), and Federated
Investors Building Corporation as Tenant ("Tenant").
1.0. DEFINITIONS
-----------
1.1. Code: The term "Code" as used in this Work Letter, means all
applicable electrical, building, zoning, health, safety, seismic, fire, energy
and other codes, ordinances, regulations, rulings, interpretations, requirements
and relevant provisions of law issued or adopted by the City of Pittsburgh,
County of Allegheny, Commonwealth of Pennsylvania, the government of the United
States or any department or agency thereof or other governmental authority
having jurisdiction over the Building.
1.2. Tenant Finish Work: "Tenant Finish Work" shall mean Tenant's Work set
forth in Section 3 of this Work Letter and Section 15 of the Lease.
1.3. Tenant's Architect: The Tenant's Architect is Xxxxxxx and Xxxx.
1.4. Construction Manager: The Construction Manager for Base Base Building
Work is the Building Manager of the Building. The Construction Manager for
Tenant's Work is X.X. Xxxxxxxx Contracting Company.
1.5. Tenant's Contractor: The Tenant's Contractor is X.X. Xxxxxxxx
Contracting Company.
1
1.6. General: Capitalized words shall be defined as they are defined
in the Lease unless otherwise required by their context or otherwise defined
herein.
2.0. BASE BUILDING WORK
------------------
The Landlord shall construct the "Base Building Work" at Landlord's
expense. Base Building Work shall be as follows:
A. Heating, Ventilating and Air Conditioning: As part of the "Base
Building Work", the Landlord will provide HVAC to service the Premises,
including duct work, diffusers, VAV box, and balancing and servicing of such
system.
B. Life Safety System: As part of the "Base Building Work", Landlord
shall provide a life safety system as required to obtain a Certificate of
Occupancy for the Tenant's Premises.
C. Ceilings in all Tenant Space, in elevator lobbies, and typical
floor corridors on Tenant floors will be exposed suspended grid system in 2' x
2' 1/2" mineral fiber lay-in acoustical tile. Tile and grid system will be
Teqular Cortega Minatone ceiling, or equal. Tile shall be fissured minaboard and
the suspended ceiling grid system shall be electrogalvanized steel finished on
exposed surfaces with off-white enamel.
D. Lighting Fixtures: Standard overhead lighting fixtures shall be
2' x 4' recessed parabolic fluorescent fixtures and shall be provided at one (1)
fixture for each 100 square feet of Rentable Area. Landlord and Tenant
acknowledge that Tenant intends to install lighting fixtures and switching in
excess of those provided with Building standard lighting. Landlord shall
provide a lighting allowance to Tenant in the amount of twenty two thousand nine
hundred fifty ($22,950.00) dollars for all lighting, including the installation
of Building standard lighting, for each of the nineteenth and twentieth floors
of the Building. Landlord's contractor shall xxxx Tenant directly for all costs
and expenses incurred in the purchase and installation of lighting, switching
and related items which exceeds the sum of $22,950.00 per floor. Tenant shall be
responsible, and shall promptly pay Landlord's contractor directly, for the
payment of all amounts in excess of the above described lighting allowance.
3.0. TENANT'S WORK
-------------
Except for the "Base Building Work", all other work and improvements to be
constructed in the Premises in order to prepare the Premises for occupancy by
Tenant ("Tenant's Work")
2
will be performed at Tenant's sole cost and expense. Such Tenant's Work may,
at Tenant's election, be constructed by Landlord's Contractor or by Tenant's
Contractor. Any contractor selected by Tenant shall comply with the terms and
conditions of the Lease and this Workletter
All Tenant's Work is subject to the approval of the Landlord. Tenant shall
be responsible for the design function and maintenance of all Tenant's Work.
Tenant shall not specify uses or materials that are subject to an insurance
hazard rate different from the rate assigned to the Building as a whole.
4.0. TENANT'S PLANS
--------------
4.1. Tenant shall have Tenant's Architect prepare architectural plans and
specifications for the Tenant's improvements and Tenant's Work ("Tenant's
Plans"), all in such form and detail as required by Landlord. The Tenant's
Plans shall be in form and content sufficient to secure Code and all required
governmental approvals, and shall consist of at least two (2) preliminary
layouts of Tenant's proposed offices; and one (1) set of construction drawings
as required by Landlord's Contractor and/or Tenant's Contractor for construction
of Tenant's Premises. Landlord hereby approves Tenant's Plans for the
construction of Tenant's Work on the nineteenth and twentieth floors of the
Building as the same are attached to the Lease as Exhibit "F". Landlord shall
reimburse Tenant for all of the fees and charges of Tenant's Architect for the
preparation of Tenant's plans, up to a maximum of $1.00 per square foot of
rentable area for the preparation of Tenant's Plans; provided, however, that if
Tenant desires supplemental drawings, the same shall be prepared at Tenant's
cost and expense. Landlord shall provide Tenant with the above described
reimbursement when the Tenant's Plans are completed and approved by Tenant and
Landlord. Tenant's Architect, if any, shall coordinate with the Landlord's
Architect or Construction Manager to assure the consistency of Tenant's Plans
with the plans and specifications for the Base Building Work. "Tenant's Plans"
include the following:.
4.1.1. Space Plan: The "Space Plan" shall be a schematic design of
the Premises, including a full and accurate description of the size and location
of all partitions, doors, furniture and equipment. The Space Plan shall be
reviewed and approved for compliance by the appropriate public officials
enforcing Code and shall be on file with the proper departments.
4.1.2. Tenant Improvement Drawings: The "Tenant Improvement Drawings"
shall include all information necessary for purchasing Tenant's improvements and
all information necessary for Landlord's contractors to complete mechanical and
electrical working drawings.
4.1.3. Final Plans: The Tenant's "Final Plans" shall consist of all
plans and specifications necessary to
3
construct Tenant's improvements and Tenant's Work, including mechanical and
electrical working drawings.
4.1.4. Mechanical and Electrical Information: Tenant's Plans shall
contain all information required for the preparation of mechanical and
electrical working drawings.
4.2. Mechanical and electrical working drawings, if necessary, shall be
prepared at Landlord's expense. Tenant's Architect and/or Tenant's Contractor
shall be responsible for coordination with Landlord's Construction Manager
regarding of all engineering work with respect to Tenant's Plans.
4.3. Approval by Tenant: The Tenant's Plans shall be subject to Landlord's
approval, which approval shall be given within ten (10) business days following
receipt of the Tenant's Plans by Landlord. Landlord will not impose a charge for
its review and approval of Tenant's Plans. If Landlord reasonably disapproves of
any of Tenant's Plans, Landlord shall advise Tenant in writing of any requested
revisions to Tenant's Plans within the aforesaid ten (10) business day period.
After being so advised of such revisions by Landlord, Tenant shall submit a
redesign, incorporating the revisions reasonably requested by Landlord for
Landlord's approval. If Landlord fails to advise Tenant in writing of its
requested revisions to Tenant's Plans within ten (10) business days following
Landlord's receipt of Tenant's Plans, then such Tenant Plans shall be deemed to
have been approved by Landlord.
4.4. Permits: Tenant's Construction Manager shall be responsible for
submission of the Tenant's Plans for plan check by the government authorities
for compliance with Codes. Any changes required by the government authorities
shall be submitted to Tenant for Tenant's review and approval, which approval
shall be provided by Tenant within ten (10) business days. Tenant shall be
responsible for and shall pay all fees and expenses for securing the Building
Permit and all other permits (except for any permit required for the Building
life safety systems, which permit shall be at Landlord's cost) necessary for
construction of the Tenant's Work.
5.0. COST OF TENANT'S WORK
---------------------
5.1. Tenant shall pay the entire cost for Tenant's Work. Landlord shall
provide Tenant with a construction improvement allowance, in an amount not to
exceed fifteen dollars ($15.00) per square foot of rentable area, to be applied
towards the cost of Tenant's Work. The terms and conditions as set forth in
Section 15 of the Lease shall be controlling as to the procedure for the payment
of this amount by Landlord.
6.0. CHANGES, ADDITIONS OR ALTERATIONS
---------------------------------
4
If Tenant shall request any change, addition or alteration in the Tenant's
Final Plans as approved by Landlord ("Change Order"), Tenant shall prepare and
submit to Landlord, plans and specifications with respect to such Change Order.
Any such Change Order shall be subject to Landlord's approval, which approval
shall not be unreasonably withheld.
7.0. DELAY
-----
7.1. Tenant's Delays: Tenant shall be responsible for and pay all direct
out of pocket costs and actual additional expenses incurred by Landlord relating
to any delay ("Tenant's Delay") in the commencement or completion of the Base
Building Work or any increase in the cost of any such work as caused by (i)
construction of the Base Building Work out of the normal sequence in order to
accommodate Tenant's improvements or Tenant's Work; or (ii) any Change Order
requested by Tenant after Landlord's final approval of the Tenant's Final Plans;
(iii) delays caused by shortages, unavailability or extraordinary procurement
times of materials required for Tenant's Work. Landlord shall also be excused
from any delay in the completion of the Premises which is caused by Tenant's
Delays.
7.2. Force Majeure: Neither party hereunder shall be deemed to have caused
a delay hereunder if such delay is caused by reason of any act of God, fire,
explosion, flood, strikes, civil disorder, riots, future valid orders of any
government, court or regulatory body having jurisdiction, war or inability to
obtain material by reason of any regulatory or order of any governmental body or
by reason of failure of the other party to perform ("Force Majeure"), and the
party whose performance is so delayed shall have the same additional time for
performance as the delay resulting from such Force Majeure; provided the party
claiming that any delay is due to a Force Majeure shall promptly notify the
other in writing of such claimed cause for delay.
7.3. Measure of Damages: The damages incurred hereunder shall be limited
to direct identifiable damage and not consequential damages, unless (i) any such
delay shall exceed fifteen days and (ii) the party claiming consequential
damages notifies the other in writing after such fifteen day period that
consequential damages may be claimed.
8.0. TENANT'S CONTRACTORS
--------------------
Tenant may at its sole expense select and employ its own contractors
("Tenant's Contractors") for Tenant's Work in the Leased Premises which is not
to be performed by Landlord and which is reflected as such in Tenant's Plans,
subject to the following qualifications:
5
Tenant shall first obtain the approval of Landlord, in writing, of the
specific work it proposes to perform (such approval not to be unreasonably
withheld); and
Tenant shall directly contract with Tenant's Contractors and a mover or
movers. Any such contracts shall be subject to the terms and conditions of
this Workletter and the Lease.
8.1. Labor Harmony: Landlord will permit Tenant's Contractors to have
access to the Premises to perform their work in the proper sequence. The
foregoing, however, is conditioned upon the workers and mechanics of Tenant's
Contractors working in accordance with scheduling under the general direction of
Landlord and in harmony therewith so as not to cause any interference or dispute
with the labor employed by Landlord, Landlord's mechanics or contractors or by
any other tenant or its contractors. If at any time such entry shall cause any
such disharmony or interference, such license to Tenant may be withdrawn by
Landlord upon forty-eight hours written notice to Tenant if any such disharmony
interference or dispute might result in a delay in carrying out the work for
Landlord or other tenants. In such event, Landlord and Tenant shall cooperate
in attempting to resolve any such situation so as to permit reentry by Tenant's
Contractors. Landlord shall not be liable in any way for any injury, loss or
damage which may occur to any of Tenant's supplies, materials, decorations or
installations made or stored in the Premises prior to the completion of the Base
Building Work and the removal from the Premises of Landlord's contractors and
equipment relating thereto, the same being solely at Tenant's risk. Following
the completion of such Base Building Work and the removal from the Premises of
Landlord's contractors and equipment relating thereto, Landlord shall reimburse
Tenant for its actual costs for any damage to Tenant's decorations, supplies,
materials or installations in the Premises which are directly caused by the
negligence or intentional acts of Landlord's employees or agents prior to the
completion of Tenant's Work in the Premises. Tenant will be directly responsible
to Landlord for the performance of Tenant's Contractors, and Tenant shall hold
Landlord harmless from any claim, demand or action arising from the performance
of any activities of Tenant's Contractors. Landlord and Tenant agree to
cooperate in good faith and not in an arbitrary manner in connection with
Tenant's Contractors entry into the Building and the Premises and installations
by the Tenant. Under no circumstance shall Landlord be held responsible or
liable for any "Delay" whatsoever in the construction of the Tenant's Work.
8.2. Scheduling: Tenant's Contractors shall coordinate the scheduling of
the arrival of Tenant's property with the Landlord, and such scheduling shall be
subject to Landlord's reasonable approval. In the event that Landlord
reasonably determines that a delivery of Tenant's property during Business Hours
would cause substantial disruption to the normal operation of the Building,
Landlord may require that such delivery be made at a time other than during
Business Hours.
6
8.3. Insurance: Throughout the performance of Tenant's Contractors work,
Tenant, at its expense, shall carry, or cause to be carried, workers'
compensation insurance as required by law and general public liability insurance
for any occurrence in or about the Building, in such coverage limits as Landlord
may require, with insurers meeting the requirements of the Lease and otherwise
satisfactory to Landlord. Landlord and the persons specified in the Lease shall
be designated as additional insured parties on the insurance policies. Tenant
shall furnish Landlord with evidence satisfactory to Landlord that such
insurance is in effect before the commencement of Tenant's Contractors Work. On
request of Landlord, Tenant shall provide evidence satisfactory to Landlord that
the insurance remains in effect.
8.4. Indemnity: Tenant will indemnify, save harmless, and defend
Landlord from and against any and all claims and demands in connection with any
accident, injury or damage whatsoever caused to any person or property by Tenant
or Tenant's Contractors, their representatives, agents and employees.
8.5. Liens and Violations: Prior to the commencement of any work by any
Tenant's Contractor, such Contractor shall furnish a no-lien agreement waiving
its rights and all subcontractors and suppliers' rights to file mechanics liens.
Tenant, at its expense, and with diligence and dispatch, shall procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Tenant's Contractors Work, or any other work, labor, services or
materials done for or supplied to Tenant, or any person claiming through or
under Tenant, which shall be issued by the Public Safety Department of the City
or any other public authority. Tenant shall not utilize materials in Tenant's
Contractors Work (except with respect to Tenant's property) that are subject to
security interests or liens. Tenant shall defend, indemnify and hold Landlord
harmless from and against any and all mechanic's liens, stop notices and other
liens and encumbrances or claims of liens or encumbrances filed in connection
with Tenant's Contractor's Work, or any other work, labor, services or materials
done for or applied to Tenant (excepting only Landlord's Work and for such
Tenant's Special Work for which Landlord has been paid in full), or any person
claiming through or under Tenant, including without limitation, security
interests in any materials, fixtures or articles installed in the Premises; and
against all costs, expenses and liabilities incurred in connection with any such
lien or encumbrance, or claim of lien or encumbrance, its removal or any related
action or proceeding. Tenant, at its expense shall satisfy or discharge of
record each stop notice, lien or encumbrance within fifteen days after it is
filed. If Tenant after fifteen days' notice from Landlord (a) continues to fail
to satisfy or discharge such matters, and (b) fails to provide Landlord with
adequate assurance that such claim will be satisfied, Landlord shall have the
right to satisfy or discharge the stop notice, lien or encumbrance by payment to
the claimant on whose behalf it was filed. Tenant shall reimburse Landlord on
demand for the costs and expenses so incurred by Landlord and
7
without regard for any defense or offset that Tenant may have had against the
claimant.
8.6. Inspection by Landlord: Landlord shall have the right to inspect
Tenant's Contractors Work at any time, and may reject work that does not
substantially conform to both Code and to Tenant's Plans.
8.7. Code Requirements: Tenant shall bear all costs and expenses of
constructing Tenant's Work in compliance with Code.
8.8. If, pursuant to paragraph 14 of the Lease, Landlord approves Tenant's
request to make alterations, additions and improvements to the Leased Premises,
all work performed by or on behalf of Tenant shall comply with the provisions of
this Section 8 of Exhibit "D"
8
EXHIBIT "E"
AMORTIZATION SCHEDULE
In the event that Tenant elects to terminate the Lease pursuant to the
terms of Section 30 of said Lease, Tenant shall pay to Landlord, at or prior to
the effective date of such termination, a sum equal to a total of all
unamortized construction costs, including but not limited to design costs,
moving costs, demolition costs and commissions expended by Landlord, and all
allowances previously given to Tenant for the construction, leasing, and
improvement of the Premises. Such costs shall be amoritized by Landlord under a
level amortization (calculated over the Lease Term of five years) of twenty
percent (20%) per year.
For example, in the event that Tenant exercises its option to expand its
Premises to include the twenty-second floor as set forth in Section 28 of the
Lease (with such occupancy to commence on January 1, 1995), then Tenant would
receive a construction improvement allowance equal to 33/60 of the original
construction improvement allowance of $15.00 per rentable square foot.
Subsequently, if Tenant elected to terminate the Lease at the expiration of the
fourth year of the Term, Tenant would reimburse Landlord for a sum equal to 1/5
of Landlord's construction costs, including but not limited to design costs;
moving costs, demolition costs and commissions expended by Landlord, and 1/5 of
the total construction improvement allowances previously provided to Tenant for
each floor leased.
9
CENTRE CITY TOWER
FIFTH AMENDMENT TO LEASE
------------------------
THIS FIFTH AMENDMENT TO LEASE ("Fifth Amendment") made this 24th
----
day of January, 1996, by and between Centre City Partners, L.P. ("Landlord") and
-------
Federated Investors Building Corporation ("Tenant").
WITNESSETH:
----------
WHEREAS, by Lease dated as of July 23, 1992 (the "Lease"), Landlord leased
to Tenant and Tenant leased from Landlord that certain premises (the "Premises")
consisting of all of the 19th and 20th floors, comprising a total rentable area
of 24,406 square feet, of Centre City Tower, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000 (the "Building") and
WHEREAS, by a First Amendment to Lease dated June 11, 1993 (the "First
Amendment"), Tenant exercised its option to lease all of the 21st, 22nd and 24th
floors of the Building (being an additional 36,609 rentable square feet) in
accordance with the terms and conditions of Section 28 of the Lease and the
terms of the First Amendment; and
WHEREAS, by a Second Amendment to Lease dated August 5, 1993 (the "Second
Amendment"), Tenant expanded its Premises in the Building to include the entire
3rd floor, and the entire 5th floor and Suite 1553 (being an additional 26,406
rentable square feet) in accordance with the terms and conditions set forth
therein; and
WHEREAS, by a Third Amendment to Lease dated November 23, 1993 (the "Third
Amendment"), Tenant expanded its Premises in the Building to include an
additional 9,987 rentable square feet located on the 4th floor of the Building
in accordance with the terms and conditions set forth therein; and
WHEREAS, by a Fourth Amendment to Lease dated May 6, 1994 (the "Fourth
Amendment"), Tenant expanded its Premises in the Building to include the entire
ninth floor of the Building (being an additional 12,203 square feet of rentable
square feet of area) such that Tenant's Premises in the Building is now a total
of 109,611 rentable square feet of area; and
WHEREAS, pursuant to the terms of the Lease, as amended, the Term expires
on September 30, 1997, Tenant desires to: 1) amend the Lease so as to extend the
Term of the Lease, as amended, for an additional period of one year commencing
on October 1, 1997, and terminating on September 30, 1998; and 2) have the
------------------------------------------------------
option to extend the Term for an additional year, commencing October 1, 1998,
and terminating on September 30, 1999, with notice of the taking of such option
to be given to Landlord no later than twelve (12) months prior to the start of
the option term, i.e. September 30, 1997.
NOW, THEREFORE, the parties hereto, for good and valuable consideration,
the receipt of which is hereby acknowledged, and intending to be legally bound
hereby, do covenant and agree as follows:
1. The foregoing recitals are hereby incorporated by reference as if set
forth herein.
2. Landlord and Tenant hereby agree to: 1) extend the Term of the Lease,
as amended, for an additional period of one year commencing on October 1,
1997, and terminating on September 30, 1998 (the "Extension Term"); and 2) have
the option to extend the Term for an additional year, commencing October 1,
1998, and terminating on September 30, 1999, with notice of the taking of such
option to be given to Landlord no later than twelve (12) months prior to the
start of the option term, i.e. September 30, 1997 (the "Option Term"). Tenant's
leasing of the Premises during the Extension Term and Option Term shall be under
and pursuant to all of the terms and conditions of the Lease, as amended.
3. During the Extension Term and Option Term, the annual Fixed Rent for
the Premises shall be in the amount of Fifteen and 25/100 Dollars ($15.25) per
square foot of rentable area per year, being the sum of One Million Six Hundred
Seventy One Thousand Five Hundred Sixty Seven and 75/100 Dollars ($1,671,567.75)
per annum, payable in the amount of One Hundred Thirty Nine Thousand Two Hundred
Seventy Nine and 31/100 ($139,297.31) per month.
4. During the Extension Term and Option Term, the Base Years currently
applicable to various portions of the Tenant's Premises shall remain unchanged.
5. Paragraph 1G of the Lease, "Expiration Date", is hereby amended to read
"September 30, 1998" or "September 30, 1999" if the Option Term is exercised.
6. Except as otherwise provided herein, and to the extent necessary to
allow for the operation of this Fifth Amendment and the Lease, the Fourth
Amendment, the Third Amendment, the Second Amendment, the First Amendment and
the Lease shall continue to remain in full force and effect in accordance with
the terms thereof. Neither the Lease nor the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, or this Fifth Amendment
may be further amended except in writing signed by the parties hereto. This
Fifth Amendment sets forth the entire understanding of the parties with respect
to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Fifth Amendment to Lease on the day and year first
above written.
ATTEST: CENTRE CITY PARTNERS, L.P.
BY: CONTINENTAL ASSET
MANAGEMENT COMPANY MANAGER
BY: [SIGNATURE ILLEGIBLE] BY: [SIGNATURE ILLEGIBLE]
-------------------------- ---------------------------------
ATTEST: FEDERATED INVESTORS BUILDING
CORPORATION
BY: [SIGNATURE ILLEGIBLE] BY: [SIGNATURE ILLEGIBLE]
-------------------------- ---------------------------------
