Exhibit 10.31
LICENSE AGREEMENT
This License Agreement (the Agreement) is made this [/S/ 26TH] day of
September 2002, by and between GLB Montrose LLC, a Maryland limited liability
company (Owner), whose address is 000 Xxxxx Xx Xxxxxx Xxxx, Xxx Xxxxx, XX, and
NeoReach, Inc., a [/S/ DELAWARE] corporation (Licensee), whose address is 0000
Xxxxx Xxxx Xxxx., Xxxxxxxxx, XX, with reference to the following facts:
A. Owner owns the property commonly known as Montrose Office Park located
at 0000 Xxxxx Xxxx Xxxx in the City of Rockville, State of Maryland (the
Project).
B. Licensee has requested Owner's permission to use Xxxxx 000 (xxx
Xxxxxxxx Xxxx) for the purpose of temporary offices during the negotiation of a
Lease and construction of permanent office within the Project. The Licensed Area
is identified on Exhibit A attached hereto and incorporated herein by this
reference.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF THE LICENSE: Owner hereby grants to Licensee a revocable
license to use the Licensed Area subject to the terms of this Agreement.
2. USE OF THE AREA: The Licensed Area may be used by Licensee and
Licensee's employees, guests and invitees for the purpose stated above, and for
no other purpose. Licensee agrees: to comply with all applicable rules and
regulations established by Owner for the use of the Licensed Area, which rules
and regulations are attached hereto as Exhibit B and incorporated herein by this
reference; to comply with all applicable laws, regulations and directions of
governmental authorities; not to permit anything to be done which will create a
fire hazard; not to allow or permit the use of the Licensed Area for any
unlawful or objectionable purpose. (At Owner's request, Licensee shall promptly
provide a copy of all required permits.)
3. DATE AND TIME: The Licensed Area may be used only during the following
date(s) and time(s):
Date(s): October 1, 2002 - October 31, 2002
Time(s): 24 hours per day
4. LICENSE FEE: In consideration for use of the Licensed Area, Licensor
shall pay a License Fee in the amount of $6,500.00 per month, payable in advance
without any prior demand therefor and without deduction or offset, upon the
first day of each such period to Owner at the address specified below or such
other address as designated in writing by Owner. Any License Fee more than five
(5) days past due is subject to a late charge of $500.00, which shall be payable
immediately upon demand. Any unpaid balance remaining after the expiration or
termination of this Agreement is subject to interest at 1.5% per month or any
greater maximum rate allowed by law. Licensee shall also pay $10.00 for each
dishonored bank check. The address for payment is:
c/o Glenborough Realty Trust
Incorporated
00000 Xxxxxxxxx Xxxx
Xxxxx X-00
Xxxxxxxxx, XX 00000
5. SECURITY DEPOSIT: Licensee shall deposit with Owner a Security Deposit
in the amount of $6,500.80 [/S/ $3,000.00] to secure the performance of
Licensee's obligations under this Agreement. Owner shall not be obligated to pay
any interest on the Security Deposit. Owner may use the Security Deposit to
remedy the default or breach of Licensee's obligations under this Agreement or
Owner's damages incurred as a result. Provided no default or breach of
Licensee's obligations exists at the expiration of this Agreement, Owner shall
refund the unused portion of the Security Deposit to Licensee within a
reasonable period of time [/S/ THIRTY DAYS (30)]. [/S/ INITIALED SIGNATURES AS
TO CHANGES IN THIS PARAGRAPH.]
6. INDEMNIFICATION: Licensee shall indemnify, defend and hold harmless
Owner, and Owner's agents, from and against all liability, costs, expenses and
damages, including attorneys' fees, incurred because of personal injuries,
property damage or theft resulting form or in any way connected with the
condition of or Licensee's use of the Licensed Area or any means of ingress
thereto or egress therefrom.
7. INSURANCE: In conjunction with Section 6. hereof, Licensee shall obtain
commercial general liability and commercial property insurance covering personal
injury and property damage or loss, in an amount not less than One Million
Dollars ($1,000,000). Licensee shall also obtain a "special events" policy
covering liquor liability if liquor will be consumed in the Licensed Area. At
least five (5) days prior to commencement of use of the Licensed Area, Licensee
shall provide Owner with a valid certificate of insurance that (i) confirms
purchase of the required insurance and (ii) contains the appropriate endorsement
naming Owner and Owner's representatives as additional insureds.
8. ASSIGNMENT: It is expressly agreed that Licensee shall not assign its
rights or delegate its duties under this Agreement.
9. RISK OF LOSS: The risk of loss of or damage to any materials, equipment
or any other personal property of Licensee or any other party shall remain
solely with Licensee, or any other party as the case may be, except to the
extent such loss is caused by Owner's active negligence or tortuous misconduct.
10. LIABILITY: Licensee acknowledges and agrees that Owner has no
liability under this Agreement, and Licensee agrees that Licensee will not make
any claim against Owner in any legal proceeding which may arise from the use of
the Licensed Area.
11. EXCLUSIVENESS: This license is not exclusive, and Owner reserves the
right to grant other similar licenses.
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12. DEFAULT: Licensee shall be in default if Licensee fails to perform or
observe any obligation under this Agreement. Notwithstanding any other provision
of this Agreement, upon an occurrence of default, Owner shall have the right to
immediately cancel this Agreement, remove Licensee from the Licensed Area and
recover from Licensee all damages suffered by Owner as a result of such default.
If any action or proceeding is brought by either party against the other
pertaining to or arising out of this Agreement, the finally prevailing party
(i.e., the party that recovers the greater relief as a result of the action or
proceeding) shall be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred on account of such action or proceeding.
13. SURRENDER OF LICENSED AREA: Immediately following Licensee's use,
Licensee shall, at Licensee's sole cost and expense, remove any and all
equipment installed by Licensee, repair any and all damage caused by the removal
of said equipment, clean or cause to be cleaned the Licensed Area and place the
Licensed Area in at least as clean a condition as when Licensee's use commenced.
All ashes, rubbish, garbage and other waste shall be disposed of in a sanitary
and safe manner. In the event Licensee's repair or clean-up is not reasonably
satisfactory to Owner or performed in a timely manner, Owner shall repair or
clean the Licensed Area at the sole cost and expense of Licensee. Licensee
agrees to reimburse Landlord for such costs upon receipt of Landlord's invoice.
IN WITNESS WHEREOF, Owner and Licensee have executed this Agreement as of
the date first shown above.
OWNER:
GLB MONTROSE LLC,
a Maryland limited liability company
By: [/S/ ILLEGIBLE SIGNATURE]
-------------------------------
Its VICE PRESIDENT
LICENSEE:
/S/ NEOREACH, INC.
/S/ A DELAWARE CORPORATION
/S/ BY: /s/ Xxxx Xxxxxx
--------------------------------
[/S/ XXXX XXXXXX]
[/S/ PRESIDENT & CEO]
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[ARCHITECTURAL DRAWING,
IDENTIFIED AS DRAWING NO. SK-3, SHEET REFERENCE A-3.30,
THIRD FLOOR PLAN, MONTROSE OFFICE PARK,
FORMING PART OF THIS LICENSE AGREEMENT, OMITTED]
EXHIBIT E
RULES AND REGULATIONS
MONTROSE OFFICE PARK
1. Building Hours: 8:00 a.m. - 6:00 p.m. Monday-Friday
8:00 a.m. - 1:00 p.m. Saturday
2. Building Holidays:
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
December 25 - Christmas Day
January 1 - New Year's Day
3. Heat, ventilation, and air conditioning will be provided to the Tenant per
the above Building Hours and excluded on the above Building Holidays.
Tenant may request additional overtime heating or air conditioning by
submitting a request in writing to the Property Management Office no later
than 12 p.m. the preceding workday (Monday through Friday). The request
shall clearly state the start and stop hours of the "off-hour" service.
Tenant shall submit to the Property Manager a list of personnel authorized
to make such requests. Charges for this additional service is billed on an
hourly basis at Landlord's cost for supplying this service.
4. The sidewalks, passages, elevators, stairways, corridors, janitor closets,
mechanical rooms, telephone closets, exits and entrances or other parts of
the Building not occupied by tenants shall not be obstructed or used for
any purpose other than ingress and egress to and form the Premises. Tenant
shall not place or permit its agents to place any trash or other objects
anywhere within the Building or in the Project without first obtaining
Landlord's written consent. The Landlord shall have the right to control
and operate the public portions of the Building and the facilities
furnished for the common use of such tenants in such manner as Landlord
deems best for the benefit of the tenants generally.
5. The Directory of the Building will be provided exclusively for the display
of the name and location of Tenant only, and Landlord reserves the right
to exclude any other names on the Directory.
6. Tenant shall not install or permit installation of awnings, shades,
curtains, draperies or other window treatments or lighting, signage or any
other items which are, in Landlord's judgment, not appropriate for a
modern office Building and which are visible from the exterior of the
building or the interior Common Areas other than those approved by
Landlord in writing.
RULES AND REGULATIONS
MONTROSE OFFICE PARK
Page 2
7. Signs, advertisements, notices or other lettering shall not be exhibited,
inscribed, painted or affixed by a tenant on any party of the outside or
inside of the Premises without prior written consent of the Landlord. In
the event of a violation of the foregoing by any tenant, Landlord may
remove same without any liability and may charge the expense incurred by
such removal to the tenant. All suite entry door signs and directory
tablets shall be inscribed, painted, and affixed in a size, color, and
style conforming to Building Standard unless otherwise approved in writing
by Landlord.
8. The toilets and urinals shall not be used for any purpose other than those
for which they were constructed and no rubbish, newspapers or other
substances of any kind shall be thrown into them. Tenants shall not xxxx,
drive nails, screw or xxxx into, paint, nor in any way deface the walls,
ceilings, partitions or floors. The expense of any breakage, stoppage or
damage resulting from a violation of this rule shall be borne by the
tenant who has caused such breakage, stoppage or damage.
9. No electric wiring or conduit of any kind may be introduced and connected
without permission from the Landlord. Marking, painting, and drilling
into, or any other form of defacing or damage to any part of the Premises
and the Building is not permitted. Boring, cutting or stringing of wires
is not permitted.
10. Landlord shall have the right to prescribe the weight, method of
installation and position of safes or other heavy fixtures or equipment.
Tenant shall not install in the Premises any fixtures, equipment or
machinery that will place a load upon the floor exceeding the designed
floor load capacity. All damage done by installing or removing a safe or
any other articles of Tenant's office equipment in the Premises shall be
repaired at the expense of the Tenant.
11. In connection with the delivery or receipt of merchandise, freight or
other matter, no hand trucks or other means of conveyance shall be
permitted, except those equipped with rubber tires, rubber side guards or
such other safeguards as Landlord may require.
12. No additional lock or locks shall be placed by tenants on any door in the
Building unless written consent of Landlord has been obtained first. Two
keys will be furnished by Landlord for entry door or doors only, and any
additional keys required must be obtained from Landlord, at Tenant's cost,
and neither Tenant nor Tenant's employees shall have any duplicate key
made. The Tenant, upon termination of the tenancy, shall deliver to the
Landlord the keys of the offices, rooms and toilet rooms which were
furnished, or the Tenant shall pay the Landlord the cost of replacing same
or changing the lock or locks opened by such lost key if Landlord deems it
necessary to make such changes.
13. The carrying in or out of freight, furniture or bulky matter of any
description, must take place during such hours as Landlord may from time
to time reasonably determine through the Building delivery entrances
designated by Landlord. The installation and moving of such property shall
be made upon previous notice to the Property manger of the Building.
Landlord shall not be responsible for loss of or damage to delivery of
such property, from any cause. The Landlord may at its option use Building
RULES AND REGULATIONS
MONTROSE OFFICE PARK
Page 3
Personnel to remove and dispose of Tenant's trash from deliveries at
Tenant's expense. The requirements of Tenant will be attended to only upon
request at the Property Management Office of the Building. Landlord's
employees shall not perform any work or do anything outside of their
regular duties unless under special instruction from the Landlord. The
disposal of discarded furniture, carpeting or other bulk trash is the
responsibility of the Tenant and if Tenant would like the Landlord to
dispose of this, Tenant must schedule removal with Property Management 24
hours in advance.
14. Tenant and Tenant's officers, agents, and employees shall not make or
permit any loud, unusual or improper noises, nor interfere in any way with
other tenants or those having business with them.
15. No animals (except guide dogs) or birds of any kind shall be brought into
or kept about the Project, Premises, or Building by Tenant or its Agents.
16. For the purposes of keeping the Building in a good state of cleanliness,
Tenant shall permit only Landlord's employees and contractors to clean its
Premises unless prior thereto Landlord otherwise consents in writing. The
Landlord's contracted cleaning service will clean tenant spaces on a daily
basis, after building hours, Monday-Friday, excluding Building Holidays.
Landlord shall in no way be responsible to Tenant for any loss of property
on the Premises, however occurring, or for any damage done to the effects
of Tenant by the cleaning service or any other employee or any other
person.
17. No machinery of any kind will be allowed in the Premises without the
written consent of Landlord. This shall not apply, however, to customary
office equipment or trade fixtures or package handling equipment.
18. No equipment shall be installed roof or exterior walls of the Building or
on the grounds of the Project, without prior written consent of the
Landlord. This includes, but is not limited to aerials, antenna or
satellite dishes.
19. Tenant shall not lay linoleum, tile, carpet or other similar floor
covering so that the same shall be affixed to the floor of the Premises in
any manner, except as approved by Landlord. The expense of repairing any
damage resulting from a violation of this rule or removal of any floor
covering shall be borne by Tenant.
20. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of
the Landlord.
21. Tenant agrees that it shall comply with all fire and safety regulations in
the Premises that may be issued from time to time by Landlord or the Fire
Xxxxxxxx, and Tenant also shall provide Landlord with the name of a
designated responsible employee to represent Tenant in all matters
pertaining to such fire or security regulations.
RULES AND REGULATIONS
MONTROSE OFFICE PARK
Page 4
22. Tenant shall see that the doors of the Premises are closed and securely
locked before leaving the Building and must observe strict care and
caution that all water faucets or water apparatus are entirely shut off
before Tenant or Tenant's employees leave the Building, and that all
electricity shall be likewise carefully shut off, so as to prevent waste
or damage, and for all default or carelessness Tenant shall make good all
injuries sustained by Landlord, other tenants, or occupants of the
Building. Landlord reserves the right to close and keep locked all
entrances and exit doors of the Building before and after the normal hours
of operation, and during such further hours as Landlord may deem advisable
for the adequate protection of the Building and the property of its
tenants. Landlord reserves the right to change security companies and from
time to time, within writer 24 hr. notification to tenants, lock the
building using the Landlord's security company. The Landlord's contracted
security company will lock all entrance doors at 6:00 p.m. Monday-Friday
and unlock at 7:00 a.m. Monday-Friday. The Building will be locked by the
security company all Building Holidays, and all week-ends. Tenant will
need to use the issued security cards for entry at these times.
23. Canvassing, soliciting and peddling the Building are prohibited, and
Tenant shall cooperate to prevent the same.
24. The foregoing rules and regulations have been formulated for the safety
and well-being of all tenants of the Building. Violation of these rules
and regulations or any amendments thereto shall be sufficient cause for
termination of this Lease at the option of the Landlord.
25. Landlord reserves the right to rescind, modify, amend, alter or waive
these rules and regulations from time to time, when in Landlord's sole
judgment, it deems it necessary, desirable or proper for the best interest
of the Building and the tenants. Landlord shall not be responsible to any
tenant for the non-observance or violation by any other tenant of any of
these rules and regulations at any time.
All city and county ordinances shall be observed by Tenant in the use of this
Building and Premises.
In the event of any conflict between these rules and regulations or any further
or modified rules and regulations from time to time issued by Landlord and the
Lease provisions, the Lease provisions shall govern and control.
