0
XXXXXXX XXXXX
4710 Auth Place
Camp Springs, Maryland 20746
OFFICE BUILDING LEASE
THIS AGREEMENT OF LEASE (THE "LEASE") made this 26th day of July 1996, by
and between Nicowski Limited Partnership, a Maryland Partnership (hereinafter
referred to as "Landlord") and Xxxxxxx College, Inc., a Maryland Corporation
(hereinafter jointly and severally referred to as "Tenant").
WITNESSETH, that for and in consideration of the rentals hereinafter reserved
and of the mutual covenants and agreements hereinafter set forth Landlord and
Tenant do hereby mutually agree as follows:
1. PREMISES
Landlord, for and in consideration of the covenants and agreements herein set
forth, and the rent hereinafter specifically reserved, has leased and does
hereby lease unto said Tenant, the space in the Building (hereinafter referred
to as "Building") in which the demised Premises are located (said space being
hereinafter referred to as "Premises"). The Premises are hereby specified to
contain approximately Nine thousand six hundred eighty six (9,686) square feet
of gross floor area, some of which will be common areas to be used in common
with others. The Premises, outlined on the plan attached hereto marked Exhibit
E, and made a part of this Lease, are a part of the property identified as:
Xxxxx 000 00x0 Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000.
2. TERM
Subject to and upon the terms and conditions set forth herein, or in any
Exhibit or Addendum hereto, this Lease shall continue in force for a term of
four (4) years with a "Commencement Date" as established in Item 7, Addendum A.
The first "lease year" during the term hereof shall be the period commencing on
the Commencement Date and terminating on the last day of the twelfth (12th)
full calendar month after the Commencement Date. Each subsequent "lease year"
during the term hereof (including any extension or renewals) shall commence on
the date immediately following the
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last of the preceding lease year and shall continue for a period of twelve (l2)
full calendar months, except that the last lease year during the term hereof
shall terminate on the date this Lease expires, or any option hereof.
3. RENT
(a) During on for the term hereof, commencing on the Commencement Date, Tenant
covenants and agrees to pay to Landlord for the demised Premises, without
previous notice or demand therefor, and without deduction, setoff or abatement,
a minimum annual rent as follows: For the first year of the term, Tenant shall
pay minimum annual rent in the amount of Ninety nine thousand five hundred
seventy two and 04/100 DOLLARS ($99,572.04) payable in equal monthly
installments, in advance of Eight thousand two hundred ninety seven and 67/100
DOLLARS ($8,297.67). Rent for the second through the 4th year of the term
hereof shall be adjusted as set forth in Paragraph 4. Monthly rent installments
("Basic Monthly Rent") shall be payable on the first day of each and every
calendar month during the term hereof, with the first such monthly installment
to be paid at the time of execution of this Lease and applied on the Rent
Commencement Date. Rent for any partial month shall be pro-rated at the rate of
one-thirtieth (1/30th) of the Basic Monthly Rent per day. Tenant covenants and
agrees to pay, as additional rent, a late fee equal to five percent (5%) of any
rent due or Basic Monthly Rent due or other payments due under this Lease, if
said payments are not paid within ten (10) days of their due date. Tenant agrees
to pay a one (l) time charge of twenty thousand dollars _____ ($20,000.00) at
occupancy as his share of the cost of: l. Adding one (l) light pole and
replacing three (3) in rear one (l) acre lot with sufficient heads to light
parking area including electric work for sprinkler system. 2. Blacktop patching
of rear one (1) acre lot and slurry seal entire lot and stripe parking spaces
sixty per cent (60%) full size and forty per cent (40%) compact size
approximately. 3. Sprinkler with sufficient sprinkler heads for Tenant layout
and core area for entire second floor of Tenant space.
(b) The minimum annual rent for the first year of the term is calculated on a
basis of Ten and 28/100 DOLLARS ($10.28) per square foot of gross floor area in
the demised Premises, as specified in Paragraph l hereinabove. Tenant shall pay
for all Tenant improvement in said Premises.
(c) Tenant shall pay as additional rent and without notice, abatement,
deduction or set-off, all sums, costs and expenses which Tenant, in any of the
provisions of this Lease, or through a separate agreement relating to the
demised Premises, assumes or agrees to pay, including but not limited to Tenant
work, and in the event of any non-payment thereof, the Landlord shall have (in
addition to all other rights and remedies) all the rights and
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remedies provided herein or by law in the case of non-payment of the Basic
Monthly Rent.
(d) All payments due to Landlord, including the Basic Monthly Rent, additional
rent, payments, utilities and all other rent, reimbursements and charges due
under the terms of this Lease shall be made at the offices of Nicowski Limited
Partnership 0000 Xxxx Xxxxx Xxxxx 000 Xxxx Xxxxxxx, Xxxxxxxx 00000 or other
address of which Tenant is given written notice by Landlord. Rent checks are to
be made payable to Nicowski Limited Partnership Management or such other
person, firm or corporation as the Landlord may hereafter designate in writing.
4. ADJUSTMENT OF RENT
For the second through the final year of the term hereof, the minimum annual
rent as set forth in Paragraph 3(a) hereinabove, shall be adjusted annually on
each anniversary of the Commencement Date for each lease year during the term
hereof by the adjustments set forth in sub-paragraphs (a) and (b) in this
Paragraph 4, and the result reached thereby shall be paid by the Tenant as
minimum annual rent for such lease year, and as Basic Monthly Rent, in lieu of
the minimum annual rent, and Basic Monthly Rent, paid in the lease year
immediately prior thereto; provided, however, that the amount payable by Tenant
under this Lease as minimum annual rent for each lease year shall not be less
than the minimum annual rent paid in the lease year immediately prior thereto.
(a) The minimum annual rent shall be adjusted annually cumulatively for each
lease year during the term hereof by multiplying the minimum annual rent for
the lease year immediately prior to the lease year for which such annual
adjustment is to be made by three per cent (3.0%).
(b) In addition to the minimum annual rent, additional rent shall be due for
each lease year during the term hereof by Fourteen joint two eight six per cent
(14.286%) which is Tenant's pro-rata share, of the amount of increase, if any,
in the Landlord's operating expenses over the "Basic Cost" (as hereinafter
defined). If adjusted, any adjustment shall be at the beginning of any lease
year.
"Basic Cost", as the term is used herein, shall consist of all operating
expenses of the Building, excluding Real Estate Taxes, and shall consist of all
expenditures to maintain all facilities in the operation of the Building and
such additional facilities in subsequent years as may be determined by Landlord
to be necessary. The term "operating expenses" as used herein shall mean all
expenses, costs and disbursements (but not replacement of capital investments
items or specific costs billed to and paid by specific Tenants) of
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every kind and nature which Landlord shall pay or become obligated to pay
because of or in connection with the operation of the Building, including but
not limited to the following:
(1) Wages and salaries of all employees engaged in operating and maintenance of
security of the Building, including taxes, insurance and benefits relating
thereto.
(2) All supplies and materials used in operation and maintenance or security of
the Building.
(3) Cost of all utilities including surcharges for the Building, including the
cost of water, sewer, power, heating, lighting, air conditioning and
ventilating for the Building. Tenant shall pay for all submetered electrical
charges for his Premises.
(4) Cost of all maintenance and service agreement for the Building and the
equipment therein, including but not limited to, security and energy management
services, window cleaning and elevator maintenance. Tenant shall pay all
janitorial service for his floor.
(5) Cost of all insurance relating to the Building, including, but not limited
to, the cost of casualty and liability applicable to the Building and
Landlord's personal property used in connection therewith.
(6) Cost of repairs and general maintenance (excluding repairs and general
maintenance paid by proceeds of insurance or by Tenant or other third parties).
(7) A management fee for the manager of the Building, at three per cent (3.0%)
annually of gross rental income of Building shall not be cumulative in Basic
Cost.
(8) The cost of any additional services not provided to the Building at the
Lease Commencement Date but thereafter provided by Landlord in the prudent
management of the Building.
(9) The cost of any capital improvements or alterations made to the Building
after the Lease Commencement Date that reduce other operating expenses or are
required under any governmental law or regulation that was not applicable to
the Building at the time it was constructed, such cost thereof to be amortized
over such reasonable period as Landlord shall determine together with interest
on the unamortized balance at the rate of ten per cent (10.0%) per annum or
such higher rates as may have been paid
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by Landlord on funds borrowed for the purpose of constructing said capital
improvements.
(l0) The initial "Basic Cost" is stipulated to be $ 3.50 per square foot of
gross floor area of the Building not including electric and janitorial. In the
event that the actual basic cost for any lease year during the term of this
Lease exceeds the initial basic cost set out above, Tenant shall pay its
proportionate share of the first full year's after first year increases in the
basic cost for such year over the initial basic cost. Any increase payable by
Tenant under this provision shall be deemed additional rent and paid within
thirty (30) days of statement by Landlord. Notwithstanding any other provision
herein to the contrary, it is agreed that in the event the Building is not
fully occupied during the calendar year, an adjustment shall be made in
computing the basic cost for such year so that the basic cost shall be computed
for such year as though the Building had been ninety per cent (90%) occupied
during such year. In the event that specific Tenants are billed directly for
certain charges normally covered under operating expenses, Tenant's pro-rata
share will be appropriately adjusted. Tenant shall not pay any "Basic Cost" for
the year 1996.
4(c)ADDITIONAL RENT FOR REAL ESTATE TAXES
(1) For each full or partial Real Estate Tax Year during the term hereof
(including the first year), Tenant shall pay to Landlord as additional rent, in
addition to minimum annual rent, Tenant's proportionate share of the real
estate taxes (as defined below) for the Building in excess of the real estate
taxes for the Building for the real estate tax year in which the Building is
first assessed on a fully improved basis and which is the tax year immediately
preceeding the Commencement Date (the "Base Year"). Tenant's proportionate
share of real estate taxes shall be calculated by multiplying the difference
between the real estate taxes for the current real estate tax year and the Base
Year by the pro-rata share set forth in Paragraph 4 (b), provided, however,
that for any period during which the percentage of leased and occupied
rentable area in the Building shall be less than ninety per cent (90%) of the
total rentable area of the Building, the Tenant's rent for real estate taxes
shall be adjusted in the same manner as the Basic Costs under Paragraph
4.b.(10). Lease Real Estate Base Tax Year July l, 1996 through June 30, 1997.
(2) Landlord shall submit to Tenant a statement of any such real estate tax
increases and Tenant's proportionate share thereof and within ten (10) days
after delivery of such statement, Tenant shall pay to the Landlord as
additional rent its proportionate share of such real estate tax increase.
Landlord reserves the right to estimate the amount of such tax increase prior
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to the commencement of any real estate tax year, in which event Tenant shall
pay one-twelfth (1/12th) of such amount with each installment of Basic Annual
Rent and there shall be a final statement and settlement for such real estate
tax year between Landlord and Tenant. Tenant's obligations to pay real estate
taxes shall be limited to the term of this Lease including any renewal
term(s)), however, Tenant's obligations under this Paragraph 4(c) shall survive
the termination of this Lease with regard to the final settlement for the year,
in which the Lease terminates. Tenant reserves the right to protest any
increase in real estate taxes.
(3) The term "Real Estate Taxes" shall mean the total amount of all taxes and
assessments, general and special, ordinary and extraordinary, foreseen and
unforeseen, now and hereafter assessed, levied or imposed or imposed upon the
Building and the land on which the Building is situated (the "Land"); together
with any tax in the nature of a real estate tax or any tax on income if imposed
in lieu of real estate taxes and assessments; and any taxes and assessments
which may hereafter be substituted for real estate taxes. In the event that the
method currently used by the Prince George's County or any other governmental
taxing authority for the computation of the assessed market value of the
Building and/or the land is discontinued or revised, the determination of the
amount in real estate taxes under this Paragraph 11 shall thereafter be made
according to a formula and procedure which most nearly approximates the method
currently in use. In the event that any business tax, rental tax or other taxes
which are now or hereafter levied upon (i) Tenant's use or occupancy of the
demised premises, (ii) Tenant's leasehold improvements, (iii) Tenant's business
at the demised premises, are enacted, changed or altered so that any of such
taxes are levied against Landlord, or in the event that the mode of collection
of such taxes is changed so that Landlord is responsible for collection or
payment of such taxes, any and all such taxes shall be payable in full by Tenant
if directly assessed against it or be a part of the increase in real estate
taxes if assessed against all tenants and Tenant shall pay to Landlord Tenant's
proportionate share of the full amount of all of such taxes as provided in this
Paragraph 4.
5. DEPOSIT
Tenant, concurrently with the execution of this Lease, has deposited with the
Landlord a good faith deposit and the first month's rent each in the amount of
eight thousand two hundred ninety seven and 67/100 DOLLARS ($8,297.67). Both
the first month's rent and the security deposit shall be held by Meyers,
Billingsley, Xxxxxxx & Xxxxxxxxx, P.A. (Escrow Agent) without interest. Said
rent and security deposit shall be released to Landlord upon issuance of Use &
Occupancy permit for this Premises. The security deposit shall be applied to
the cost of repairing or replacing any equipment damaged
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or removed from the Premises and towards repair of damage (other than ordinary
wear and tear) to the demised Premises or for any other liabilities or
indebtedness of Tenant to Landlord. This deposit is not to be used or applied
by Tenant as a substitute for rent due any month but may be so applied by
Landlord at any time at Landlord's option. The use, application or retention of
the security deposit, or any portion thereof, by Landlord shall not prevent
Landlord from exercising any other right or remedy provided by this Lease or by
law and shall not operate as a limitation on any recovery to which Landlord may
otherwise be entitled. If any portion of the security deposit is used, applied
or retained by Landlord for the purpose set forth above, Tenant agrees, within
ten (10) days after a written demand therefor is made by Landlord, to deposit
cash with the Landlord in an amount sufficient to restore the security deposit
to its original amount; however, nothing contained herein shall require
Landlord to make such demand upon Tenant. The balance of the security deposit,
if any, will be refunded to Tenant within thirty (30) days after the end of the
lease term and after Tenant has vacated said Premises after due notice to
Landlord.
6. TENDER OF POSSESSION
See Item 7, Addendum A
7. USE OF DEMISED PREMISES
Tenant shall use and occupy the demised Premises solely for the operation of a
four year post-secondary educational institution (College) subject to, and in
accordance with, all applicable zoning and other governmental regulations. The
Tenant will not obstruct or interfere with the rights of other tenants, or in
any way injure or annoy them or those having business with them, or conflict
with them, or conflict with the fire laws or regulations, or with any insurance
policy upon said Building or any part thereof, or with any statutes, rules or
regulations now existing or subsequently enacted or established by the local
state or federal governments. The Tenant shall not use or permit the demised
Premises, or any part thereof, to be used for any disorderly, unlawful or
hazardous purpose, nor for any purpose other than hereinbefore specified, and
will not manufacture any commodity therein, without the prior written consent
of Landlord. The Tenant agrees that he will keep the demised Premises and the
fixtures therein in good order and condition and will, at the expiration or
other termination of the term hereof surrender and deliver up the same in like
good order and condition as the same now is or shall be at the commencement of
the term thereof, ordinary wear and tear, and damage by the elements, fire, and
other casualty not due to the negligence of the Tenant, excepted.
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8. INJURY TO PREMISES
All injury to the demised Premises or the Building of which they are a part,
caused by moving the property of Tenant into, in or out of, the said Building
and all breakage done by Tenant, or the agents, servants, employees and visitors
or Tenant, as well as any damage caused by fire due to the negligence of Tenant,
or his agents, servants, employees; and visitors shall be repaired by the
Tenant, at the expense of the Tenant. In the event that the Tenant shall fail to
do so, then the Landlord shall have the right to make such necessary repairs,
alterations and replacements, structural, non-structural or otherwise and any
charge or costs so incurred by the Landlord shall be paid by the Tenant with the
right on the part of the Landlord to elect in its discretion, to regard the same
as additional rent, in which event such cost or charge shall become additional
rent payable with the installment of rent next becoming due or thereafter
falling due under the terms of this Lease. This provision shall be construed as
an additional remedy granted to the Landlord and not in limitation of any other
rights and remedies which the Landlord has or may have in said circumstances.
9. TENANT'S LIABILITY
The Landlord, its agents and employees shall not be liable for any accident or
damage to property of Tenant resulting from the use or operation of elevators,
or heating, cooling, electrical or plumbing aparatus. All personal property of
the Tenant in the demised Premises or in the Building, shall be at the sole
risk of the Tenant. The Tenant covenants to save the Landlord and its agents
and employees harmless and indemnified from any loss, cost, expense or
liability incurred or claimed by reason of Tenant's neglect or use of the
demised Premises. Landlord and its agents and employees shall in no event be
liable for damage to property of Tenant resulting from water, steam or other
causes. It is further understood and agreed that the Tenant covenants to save
the Landlord, its agents and employees harmless and indemnified from all loss,
damage, liability or expenses incurred, suffered, or claimed by reason of
injury, loss, or damage to any person, or property, upon the demised Premises
resulting from the Tenant's negligence or negligent use of (i) the demised
Premises, (ii) said Building, (iii) anything therein including water, steam,
electricity, or other causes. Tenant as herein used shall refer to Tenant, its
agents and invitees.
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10. LANDLORD'S LIABILITY
Landlord, its agents and employees assume no liability or responsibility
whatever with respect to the conduct and operation of the business to be
conducted in the demised Premises nor for any loss or damage of whatever kind
or by whomsoever caused, to personal property, documents, records, monies or
goods of the Tenant or to anyone in or about the Premises by consent of the
Tenant, however caused or unless due in whole or in parts of acts of negligence
on the part of the Landlord, agents or servants, whether such acts be active or
passive and the Tenant agrees to hold the Landlord and its agents and employees
harmless against all such claims.
11. ALTERATION AND ADDITIONS
The Tenant agrees not to make any additions or alterations in or upon the
demised Premises without the previous consent in writing of the Landlord; and
that such additions must conform to all rules and regulations from time to time
established by the Fire Underwriters Association to meet all the requirements
of Federal, Local and Municipal Governments. Any alterations, improvements and
additions, including permanent or attached (but not portable) equipment or
fixtures shall become and be considered a part of the Building (unless special
arrangements in writing to the contrary are made). Except Tenant improvement
work.
It is distinctly understood that all alterations, installations, changes,
replacements, additions to or improvements upon the demised Premises, (whether
with or without Landlord's consent) shall at the election of the Landlord,
remain upon the demised premises and be surrendered with the demised Premises
at the expiration or sooner termination of this Lease without disturbance,
molestation or injury. Should the Landlord elect that certain alterations,
installations, changes, replacement, additions to or improvements upon the
demised Premises be removed except Tenant improvement work and alterations as
shown on Exhibit E, upon termination of this Lease or upon termination of any
renewal period hereof, the Tenant hereby agrees to cause same to be removed at
the Tenant's sole cost and expense and should Tenant fail to remove the same,
then and in such event the Landlord shall cause same to be removed at the
Tenant's sole risk and expenses and the Tenant hereby agrees to reimburse the
Landlord for the cost of such removal together with any and all damages which
the Landlord may suffer and sustain by reason of the failure of the Tenant to
remove the same.
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12. LEASEHOLD IMPROVEMENTS AND ALTERATIONS
Tenant agrees to provide Landlord with leasehold improvement plans as specified
in Exhibit E attached hereto and made a part hereof. The cost of all leasehold
improvements will be borne by Tenant. Within twenty one (21) days of Lease
execution, Tenant agrees to furnish to Landlord its final partition and other
layout requirements, plans and specifications, including telephone, and
electrical outlets, finishes, flooring, special lighting and any additional
improvements to be constructed therein. It is agreed that time is of the
essence in furnishing said requirements, plans and/or specifications to
Landlord. This provision of the Lease constitutes notice to Tenant of the
foregoing requirement. No further request or notice from Landlord to Tenant is
required. Tenant shall have his own contractor perform all Tenant work in his
Premises whom he shall be responsible to pay. Tenant shall provide electric
submeters for Landlord to read monthly for his cost of electricity for his
Premises and paid within seven (7) days of receipt of invoice for electrical
cost.
13. ASSIGNMENT AND SUBLETTING
Tenant will not sublet nor assign the demised Premises or any part thereof, or
transfer possession of occupancy thereof, to any person, partnership, firm or
corporation under this Lease, without the prior written consent of Landlord,
which shall not be unreasonably withheld, nor shall any subletting or
assignment hereof be effected by operation of law or otherwise than by the
prior written consent of Landlord. In the event that Tenant requests Landlord's
consent to sublet any part of the demised Premises (which request must be made
in writing), Landlord shall have the option of amending this Lease as follows:
(i) Paragraph 1 shall be amended to exclude said part of the Premises which is
the subject of Tenant's request from the demised Premises as described in
Paragraph 1; Paragraph 3(a) and 4(b) shall be amended to effect a proportionate
reduction in the minimum annual rent, rent adjustments and other charges
payable by Tenant pursuant to these paragraphs, reflecting the reduction in
square footage of gross floor and comprising the demised Premises after the
amendment and (ii) Exhibit B shall be amended to show the outline on the plan
of the demised Premises, as amended. All other terms and conditions of this
Lease shall remain applicable to the demised Premises under this Lease as
amended, and Tenant shall execute documents to effect this amendment at
Landlord's request. Landlord's option to amend this Lease shall be exercisable
by submitting written notice thereof to Tenant within thirty (30) days
following Landlord's receipt of a written request from Tenant to sublet a part
of the demised Premises. In the event that Tenant requests Landlord's consent
to assign this Lease or sublet all of the demised Premises (which request must
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be in writing), Landlord shall upon receipt of such written request have the
option of terminating this Lease, which option shall be exercisable by
submitting written notice thereof to Tenant within thirty (30) days following
receipt of such a written request. Landlord's options shall in no way effect or
limit Landlord's right to withhold consent to Tenant's request. Consent by
Landlord to any assignment, transfer or subletting to any party shall not be
construed as a waiver of release of Tenant from the terms of any covenant or
obligation under this Lease, nor shall a consent to any subsequent assignment,
transfer or subletting to another person, partnership, firm or corporation. Any
assignment or subletting consented to by Landlord shall not relieve Tenant of
any of its primary responsibility for all obligations under this Lease, and
such consent by Landlord shall not be effective unless and until (i) Tenant
gives written notice thereof to Landlord, and (ii) such transferee, assignee or
sublessee shall deliver to Landlord (a) a written agreement in form and
substance satisfactory to Landlord pursuant to which transferee, assignee or
sublessee assumes all of the obligations and liabilities of Tenant hereunder,
and (b) a certified copy of the assignment agreement or sublease. Any
assignment, transfer or subletting without Landlord's written consent shall be
void, and shall, at the option of Landlord, constitute a default under the
terms of this Lease. If at any time during the term of this Lease any part of
all or the shares of Tenant's stock or Tenant's partnership interests shall be
transferred by sale, assignment, merger, operation of law or other disposition
so as to result in a transfer of more than twenty-five per cent (25%) of the
Tenant's stock or partnership interests, such transfer shall be deemed as an
assignment and, therefore, prohibited without the express written consent of
Landlord. Any such request to assign or sublet shall contain the name,
business, and financial statement of the proposed tenant, and Landlord shall
have the right to request such further information as it deems necessary.
Tenant may assign Lease to any owned or controlled entity.
14. FIRE LAWS
The Tenant will not do or permit anything to be done in the demised Premises or
the Building of which they form a part or bring or keep anything therein which
shall in any way increase the rate of fire or other insurance on said Building,
or on the property kept therein, or obstruct, or interfere with the rights of
other tenants, or in any way injure or annoy them, or those having business
with them, or conflict with them, or conflict with the fire laws or regulations
or with any insurance policy upon said Building or any part thereof or with any
statutes, rules or regulations enacted or established by the jurisdiction in
which the Building is located.
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15. INSPECTIONS
Tenant further agrees that it will allow the Landlord, its agent or employees
to enter the demised Premises at all reasonable times to examine, inspect or
protect the same or prevent damage or injury to the same and/or to any other
portion of the Building or to make such alterations and repairs as the Landlord
may deem necessary, or to exhibit the same to prospective tenants during the
last nine (9) months of the term of this Lease.
16. SIGNS ADVERTISING AND MOVING OF EQUIPMENT
Tenant further agrees that no sign, advertisement display of notice shall be
inscribed, painted or affixed on any part of the outside or inside of the
demised Premises or Building, except with Landlord's approval, which approval
shall not be unreasonably withheld, conditioned or delayed, and then only in
such size, color and style as the Landlord shall approve; and complies with
Prince George's County codes and regulations. Tenant's signage shall be
approved before signing of Lease. The Landlord shall have the right to
prescribe the weight, and method of installation and position of safes or other
heavy fixtures or equipment; that all damage done to the Building by taking in
or removing a safe or any other article of Tenant's office equipment, or due to
its being in the Premises, shall be repaired at the expense of the Tenant. No
freight, furniture or other bulky matter of any description will be received
into the Building or carried in the elevators, except as approved by the
Landlord. All moving of furniture, material and equipment shall be under the
direct control and supervision of the Landlord, who shall however, not be
responsible for any damages to or charges for moving same. Tenant agrees
promptly to remove from the public area adjacent to said Building any of
Tenant's merchandise there delivered or deposited.
17. OFFICE MACHINERY AND EQUIPMENT
Tenant is responsible for all electrical usage of electricity for the operation
of any and all office equipment. Landlord is responsible for supplying,
furnishing and maintaining plumbing system, heating system and air conditioning
system but not the cost of electricity. Landlord is also responsible for
structural, plate glass, both inside and outside and roof.
18. LIGHT BULBS AND TUBES
Landlord hereby agrees, during the term of this Lease and any renewal or option
period, to replace, as necessary, all light bulbs and tubes for standard
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lighting fixtures in the Building. Tenant hereby agrees that, during the term of
the Lease, any renewal or option period, Landlord shall replace, as necessary,
when so notified by Tenant, and at Tenant's cost, all light bulbs and tubes for
nonstandard lighting fixtures installed in the demised Premises.
19. MECHANICS LIEN
Tenant shall keep the Premises and Building free from any liens arising out of
any work performed, material furnished or obligation incurred by or for the
Tenant. In the event that Tenant shall not, within ten (10) days following the
imposition of any such lien, cause the same to be released of record by payment
or posting of a proper bond, Landlord shall have, in addition to all other
remedies provided herein by any law, the right, but not the obligation, to
cause such lien to be released by such means as Landlord deems proper,
including payment of the claim giving rise to such lien. All such sums paid and
all expenses incurred by Landlord in connection therewith shall be payable to
Landlord by Tenant with interest at the rate of one and one-half per cent
(1.50%) per month from the date of payment and shall be payable to Landlord by
Tenant on demand.
20. RULES AND REGULATIONS
The Tenant covenants that the rules and regulations set forth in Exhibit D
attached hereto, and such other further rules and regulations or modifications
thereof as the Landlord may make and which the Landlord's judgement are needful
for the general well-being, safety, care and cleanliness of the demised
Premises and the Building of which they are a part together with their
appurtenances, shall be faithfully kept, observed and performed by the Tenant,
and by Tenant's agents, servants, employees and guests unless waived in writing
by the Landlord.
21. INSURANCE
Landlord shall insure the Building, of which the demised Premises are a part,
against damage by fire, including extended coverage in any amount Landlord in
its sole discretion shall deem adequate, and shall maintain such insurance
throughout the term hereby demised. During the term Tenant shall insure all of
its property in the demised Premises against damage by fire, extended coverage,
vandalism and malicious mischief, water damage, and sprinkler leakage, if such
policy or policies is available, in an amount selected by Tenant which shall,
in any event, be adequate to satisfy any co-insurance requirements of the
policies providing such insurance.
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Notwithstanding anything to the contrary, under no circumstances shall Landlord
have any obligation to repair or replace any of Tenant's equipment, fixtures,
furnishings or personal property. In addition, Tenant shall also maintain with
respect to the demised Premises, comprehensive public liability insurance, with
minimum limits of $1,000,000/$3,000,000 for personal injury, and $500,000 for
property damage.
Tenant shall maintain the insurance coverage required herein with a company or
companies acceptable to the Landlord. The comprehensive public liability
insurance policy shall include the Landlord and its Managing Agent as
additional named insured, as well as Tenant, against bodily injury to or death
or persons, and against property damage as herein provided. Tenant shall
deliver certificate of insurance indicating the above specified coverage to the
Landlord upon the commencement of the term of the Lease, and continuing
evidence of such coverage annually. Such insurance policy or policies shall be
in a form reasonably satisfactory to the Landlord and its Managing Agent, and
shall be placed with a company qualified to do business in the jurisdiction in
which the demised Premises are located, and shall provide that it (they) cannot
be canceled without at least ten (10) days prior written notice to the
Landlord.
Neither landlord nor Tenant shall be liable (by way or subrogation or
otherwise) to the other party (or to any insurance company insuring the other
party) for any loss or damage to any property of the Landlord or Tenant, as the
case may be, covered by insurance, even though such loss or damage might have
been occasioned by the negligence of the Landlord or Tenant, or their
respective agents, employees, invitees, etc. This release shall be in effect
only so long as the applicable insurance policies shall contain a clause or
endorsement to the effect that the aforementioned waiver shall not effect the
right of the insured to recover under such policies; each party shall use its
best efforts (including payment of additional premium) to have its insurance
policies contain the standard waiver of subrogation clause. In the event
Landlord's or Tenant's insurance carrier declines to include such carrier's
policies as standard waiver of subrogation clause, Landlord or Tenant as the
case may be, shall promptly notify the other party, in which event, the other
party shall not be required to have its insurance policies contain such waiver
of subrogation clause and this subparagraph shall be of no force and effect.
Tenant shall insure contents and Tenant improvements in his Premises.
22. SERVICES
Landlord shall furnish reasonably adequate electrical panels, water and
automatically operated elevator service, during Building hours as specified in
Addendum A. Landlord shall provide routine maintenance, painting and
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electrical lighting service for all public areas and special service areas
inside and outside of the Building, in the manner and to the extent deemed by
Landlord to be standard. The electrical wiring, risers and other equipment in
the Building are not represented by Landlord to be adequate for any purpose
other than general office use including standard office machines of low
electrical consumption and the Landlord does not provide an uninterrupted
power source, power filters and conditioners. Tenant agrees that it will not
make any use of the electrical equipment of the Building which exceeds the
capacity of such equipment. Failure by Landlord, beyond Landlord's control, to
any extent to furnish these defined services, or any cessation thereof, shall
not render Landlord liable in any respect for damages to either person or
property, nor shall such events be construed an eviction of Tenant, nor work an
abatement of rent, nor relieve Tenant from fulfillment of any term, condition,
covenant or agreement herein.
23. PARKING
Landlord agrees to provide for the use of Tenant in common with others,
sufficient parking spaces in the parking area for the Building to meet County
standards. The Landlord reserves the right to promulgate reasonable rules and
regulations relating to the use of such parking area, including such
limitations as may in the opinion of the Landlord be necessary and desirable
for the use of each parking space. See Addendum A Item #8.
24. TENANT'S BANKRUPTCY LANDLORD'S REMEDIES
A. The following shall be events of bankruptcy under the Lease:
(l) Tenant's becoming insolvent, as that term is defined in Title 11 of the
United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 et seq. (the
"Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States ("Insolvency Laws");
(2) The appointment of a receiver or custodian for any or all of Tenant's
property or assets, or the institution of a foreclosure action upon any of
Tenant's real or personal property;
(3) The filing of a voluntary petition under the provisions of the Bankruptcy
Code or Insolvency Laws;
(4) The filing of an involuntary petition against Tenant as the subject debtor
under the Bankruptcy Code or Insolvency Laws, which is either not
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dismissed within thirty (30) days of filing, or results in the issuance of an
order for relief against the debtor, whichever is later; or
(5) Tenant's making or consenting to an assignment for the benefit of creditors
or a common law composition of creditors.
B. In the event of Tenant's bankruptcy, Landlord at its option may, in addition
to all other rights and remedies provided in the Lease, at law or in equity:
(1) Terminate this Lease by giving written notice to Tenant; provided, however,
that this section 24 B (1) shall have no effect while a case in which Tenant is
the subject debtor under the Bankruptcy Code is pending, unless Tenant or its
trustee is unable to comply with the provisions of section 24 B (4) and (5)
below. At all other times this Lease shall automatically cease and terminate
and Tenant shall be immediately obligated to quit the Premises upon the giving
of notice pursuant to this section 24 B (1). Any other notice to quit, or
notice of Landlord's intention to re-enter is hereby expressly waived. If
Landlord elects to terminate this Lease, everything contained in this Lease on
the part of Landlord to be done and performed shall cease without prejudice,
subject, however, to the rights of Landlord to recover from Tenant all rent and
any other sums accrued up to the time of termination or recovery of possession
by Landlord, whichever is later, and any other monetary damages or loss or
reserved rent sustained by Landlord.
(2) Upon termination of this Lease pursuant to section 24 B (l), Landlord may
proceed to recover possession under and by virtue of the provisions of the laws
of the applicable jurisdiction, or by such other proceedings, including
re-entry and possession, as may be applicable.
(3) Without regard to any action by Landlord as authorized by section 24 B (1)
and (2) above, Landlord may, at its discretion, exercise all the additional
provisions set forth below in section 28.
(4) In the event Tenant becomes the subject debtor in a case pending under the
Bankruptcy Code, Landlord's right to terminate this Lease pursuant to section
24 B (l) shall be subject to the rights of the trustee in Bankruptcy to assume
or assign this Lease. The trustee shall not have the right to assume or assign
this Lease unless the trustee: (i) promptly cures all defaults under this
Lease; (ii) promptly compensates Landlord for monetary damages incurred as a
result of such default; and (iii) provides adequate assurance of future
performance on the part of Tenant as debtor in possession or on the part of the
assignee Tenant.
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(5) Landlord and Tenant hereby agree in advance that adequate assurance of
future performance, as used in section 24 B (4) above, shall mean that all of
the following minimum criteria must be met: (i) Tenant's gross receipts in the
ordinary course of business during the thirty (30) day period immediately
preceeding the initiation of the case under the Bankruptcy Code must be at
least two (2) times greater than the next payment of rent due under this Lease;
(ii) both the average and median of Tenant's gross receipts in the ordinary
course of business during the six (6) month period immediately preceeding the
initiation of the case under the Bankruptcy Code must be at least two (2) times
greater that the next payment of rent due under this Lease; (iii) Tenant must
pay its estimated pro-rata share of the cost of all services provided by
Landlord (whether directly or through agents or contractors and whether or not
previously included as part of the Basic Monthly Rent) in advance of the
performance or provision of such services; (iv) the trustee must agree that
Tenant's business shall be conducted in a first class manner, and that no
liquidating sales, auctions, or other non-first class business operations shall
be conducted on the Premises; (v) the trustee must agree that the use of the
Premises as stated in this Lease will remain unchanged and that no prohibited
use shall be permitted; and (vi) the trustee must agree that the assumption or
assignment of this Lease will not violate or affect the rights of other tenants
in the Building.
(6) In the event Tenant is unable to (i) cure its defaults; (ii) reimburse the
Landlord for its monetary damages; (iii) pay the rent due under this Lease, and
all other payments required of Tenant under this Lease when due; or (iv) meet
the criteria and obligations imposed by section 24 B (5) above, Tenant agrees
in advance that it has not met its burden to provide adequate assurance of
future performance, and this Lease may be terminated by Landlord in accordance
with section 24 B (1) above.
25. RESTORATION AFTER FIRE
In case of damage by fire or other casualty to the demised Premises of any part
thereof, except by Tenant, the Landlord shall have ninety (90) days within
which to repair and restore the same without terminating this Lease. Should the
Landlord elect to repair and restore the damaged portion of said Premises, then
during the period that Tenant is deprived of the use of the damaged portion of
said Premises, Tenant shall be required to pay rental covering only that part
of the premises that it is able to occupy; the rent for the remaining space
shall be that portion of the total rent which amount of square foot area
remaining that can be occupied bears to the total square foot area of all the
Premises covered by this Lease. If during the term of this Lease, the Premises
shall be so damaged by fire or other casualty as to be
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untenantable, then unless said damage be repaired within ninety (90) days
thereafter as herein specified, either party hereto, upon written notice to the
other party given at any time following the expiration of ninety (90) days
after said fire or other casualty, may terminate this Lease, in which case the
rent and additional rent shall be apportioned and paid to the date to said fire
or other casualty. In case the Building, generally, of which the demised
Premises are a part is so severely damaged or destroyed by fire or other
casualty (although the demised Premises may not be affected) that the Landlord
shall decide within a reasonable time not to rebuild or reconstruct said
Building, then this Lease and tenancy hereunder shall terminate. No
compensation or claim or diminution of rent will be allowed or paid, by
Landlord by reason of inconvenience, annoyance or injury to business, arising
from the necessity of repairing the demised Premises or any portion of the
Building of which they are a part, however, the necessity may occur.
26. HAZARDOUS MATERIALS
Tenant shall not cause or permit any "Hazardous Materials" (as defined below)
to be brought upon, kept or used in or about the Building by Tenant or any
subtenant or any of their respective agents, employees, contractors, licensees
or invitees. If Tenant breaches the obligations stated in the preceeding
sentence, or if the presence of any Hazardous Materials in or about the
Building caused or permitted by Tenant results in contamination of the
Building, or if contamination of the Building or the Premises by any Hazardous
Materials otherwise occurs as a result of the activities of Tenant in, on or
about the Premises or the Building, the Tenant shall indemnify, protect, defend
and hold Landlord harmless against all claims, judgments, damages, penalties,
fines, costs, liabilities or losses (including diminution in value of the
Building, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorney's fees, consultant fees and expert
fees) which arise during or after the term as a result of such breach and/or
contamination. This indemnification, which is made for adequate separate
consideration received on the execution hereof, includes but is not limited to
costs incurred in connection with any investigation of site conditions and any
clean up, remedial, removal or restoration work required by any governmental or
quasi-governmental authority because of any Hazardous Materials being present
in the soil or ground water on or under the Premises of the Building. Without
limiting the foregoing, if the presence of any Hazardous Material on the
Premises of the Building caused or permitted by Tenant results in contamination
of the Premises or the Building, Tenant shall promptly take all actions at its
sole cost and expense as is necessary to return the Premises or the Building to
its condition existing prior to the introduction of such Hazardous Materials;
provided that Landlord's approval of such actions shall first be obtained,
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which approval shall not be unreasonably withheld. Notwithstanding the
foregoing, Tenant shall not be liable for Hazardous Materials existing within
the Premises or the Building that have been brought upon, kept or used by
Landlord or other tenants within the Building.
As used herein, the term "Hazardous Materials" means any hazardous or toxic
substance, material or waste which is or becomes regulated by any governmental
or quasi-governmental authority; such term includes but is not limited to any
material or substance which is (a) petroleum; (b) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act
(33 U.S.C. Section 1317); (c) defined as a "hazardous waste" pursuant to
Section 1004 of the Federal Resource Conservation and Recovery Act, 12 U.S.C.
Section 6901 et seq. (12 U.S.C. Section 6903); or (d) defined as a "hazardous
substance" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C.
Section 9601).
27. CONDEMNATION
Tenant agrees that if the said demised Premises, or any part thereof, shall be
taken or condemned or sold for public or quasi public use or purpose by or to
any competent authority, this Lease shall fully terminate as of the date of any
such taking and Tenant shall have no claim against the Landlord and shall not
have any claim or right to any portion of the amount that may be awarded as
damages or paid as a result of any such condemnation; and all rights of the
Tenant to damages therefor, if any, are hereby assigned by the Tenant to the
Landlord. And upon such condemnation or taking the term of this Lease shall
cease and terminate from the date of such governmental taking or condemnation,
and the Tenant shall have no claim against the Landlord for the value of any
unexpired term of this Lease, leasehold improvements of goodwill. If Tenant has
any claim, permitted by Maryland Law, not reducing Landlord's claim, Tenant may
pursue legal action only if it does not interfere with Landlord's claim.
28. TENANT'S DEFAULT
A. Each of the following shall constitute an event of default of this Lease by
Tenant:
(l) Tenant fails to pay any installment or other payment of rent including
without limitation Basic Monthly Rent or Additional Rent or any other monetary
sum due Landlord pursuant to this Lease within ten (10) business days of the
date due with written notice.
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(2) Tenant fails to observe or perform any of the other covenants, terms,
conditions or provisions of this Lease to be observed or performed by Tenant
and Tenant fails to cure such default within thirty (30) days after written
notice thereof to Tenant unless such failure is of such character that it
cannot be cured within thirty (30) days; provided, however, Tenant commences to
cure such default within the thirty (30) day period and diligently proceeds to
cure the default;
(3) the interest of the Tenant in this Lease is levied upon under execution or
other legal process; and
(4) Tenant abandons the Premises.
B. In the event of any default of this Lease by Tenant, Landlord at its option,
without further notice or demand to Tenant, may, in addition to all other
rights and remedies provided in this Lease, at law or in equity:
(1) terminate this Lease and Tenant's right of possession of the Premises, and
recover all damages to which Landlord is entitled under law, specifically
including, without limitation, rent for the balance of the term; all of
Landlord's expenses of reletting (including reasonable repairs, reasonable
alterations, reasonable legal fees and a reasonable brokerage commission); or
(2) terminate Tenant's right of possession of the Premises without terminating
this Lease, in which event Landlord may, but shall not be obligated to, relet
the Premises, or any part thereof for the account of Tenant, for such rent and
term and upon such terms and conditions as are acceptable to Landlord in its
sole and absolute discretion.
For purposes of such reletting, Landlord is authorized to make repairs and
alterations to the Premises to the extent reasonably necessary. If Landlord
fails or refuses to relet the Premises or if the Premises are relet and a
sufficient sum is not realized there from after payment of all of Landlord's
expenses of reletting (including but not limited to expenses for reasonable
repairs and reasonable alternations, reasonable legal fees and a reasonable
brokerage commission) to satisfy the payment when due of rent reserved under
this Lease for each such monthly period, Tenant shall pay Landlord such
deficiency on the first day of each month during the term. For purposes hereof,
Landlord agrees to use its best efforts to re-lease the Premises. Tenant agrees
that Landlord may file suit to recover any sums due to Landlord hereunder from
time to time and that such suit or recovery of any amount due Landlord
hereunder shall not be any defense to any subsequent actions brought for any
amount not theretofore reduced to judgment in favor
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of Landlord. In the event Landlord elects, pursuant to this paragraph B of
section 28, to terminate Tenant's right of possession without terminating this
Lease, Landlord may, at Landlord's option, enter into the Premises, remove
Tenant's sign and other evidence of tenancy, and take and hold possession
thereof provided such action shall not terminate this Lease or release Tenant,
in whole or in part, from Tenant's obligation to pay the rent reserved
hereunder for the term or from any other obligation of Tenant under this Lease.
Any and all property which may be removed from the Premises by the Landlord
pursuant to the authority of this Lease or of law to which the Tenant is or may
by entitled, may be handled, removed or stored by the Landlord at the sole
risk, cost and expense of the Tenant, and the Landlord shall in no event be
responsible for the preservation or safekeeping thereof. The Tenant shall pay
to the Landlord, upon demand, any and all expenses incurred in such removal and
all storage charges against such property so long as the same shall be in the
Landlord's possession or under the Landlord's control. Any such property of the
Tenant not retaken from storage by the Tenant within thirty (30) days after the
end of the term, however terminated, shall be conclusively presumed to have
been conveyed by the Tenant to the Landlord under this Lease and this Lease
shall serve as a xxxx of sale without further payment of credit by the Landlord
to the Tenant. Tenant hereby grants to Landlord a first lien upon the interest
of Tenant in such property to secure the payment of monies due under this
Lease, which lien may be enforced in equity. Any default by Tenant of any term
or condition hereof other than the payment of sums due hereunder may be
restrained or enforced by injunction.
C. Tenant shall pay upon demand, all costs and expenses, including reasonable
attorney's fees, incurred by Landlord in enforcing the observance and
performance by Tenant of all covenants, conditions and provisions of this Lease
to be observed and performed by Tenant, or resulting from Tenant's default
under this Lease.
D. No provision of this Lease shall be deemed to have been waived by Landlord
unless such waiver shall be in writing signed by the Landlord. No payment by
Tenant or receipt by Landlord of the lesser amount than the monthly
installments of Basic Monthly Rent or Additional Rent herein stipulated shall
be deemed to be other than on account of the earliest stipulated rent nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed an accord and satisfaction, and the Landlord may
accept such check or payment without prejudice to the Landlord's right to
recover the balance of such rent or pursue any other remedy in this Lease
provided.
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29. LANDLORD'S DEFAULT
In the event that Landlord fails to meet its obligations under the terms and
conditions hereof, Tenant shall be entitled in addition to all other remedies
at law or in equity to reasonable attorney's fees and court costs.
30. HOLDING OVER
If the Tenant shall, with the knowledge and consent of the Landlord, continue
to remain in the Premises after the expiration of the term of this Lease, then
and in that event, Tenant shall, by virtue of this agreement become a tenant by
the month at one hundred twenty five per cent (125%) of the rental per month as
was due for the last month of the agreed term hereof, commencing said monthly
tenancy with the first day next after the end of the term above demised; and
said Tenant shall give to the Landlord at least thirty (30) days written notice
of any intention to quit said Premises, and Tenant shall be entitled to thirty
(30) days written notice to quit said Premises, except in the event of
nonpayment of rent in advance or of the breach of any covenant by the said
Tenant, in which event the said Tenant shall be considered as holding over
after the expiration of the term hereby created. In such event or if the
Landlord shall desire to regain possession of said Premises promptly at the
expiration of the term aforesaid, Landlord, at its opinion, may forthwith
re-enter and take possession of said Premises without process, or by any legal
process in force in the jurisdiction in which the Premises is situated.
31. JURY TRIAL AND REDEMPTION RIGHTS
The parties hereto shall and they hereby agree to trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
of the leased Premises and/or any claim or injury to or damage. In the event
Landlord commences any proceedings for non-payment of rent, minimum rent,
percentage rent or additional rent, Tenant will not interpose any counterclaim
of whatever nature or description in any such proceedings. This shall not,
however, be construed as a waiver of the Tenant's right to assert such claim in
any separate action or actions brought by the Tenant. Tenant waives any and all
statutory and common law rights it may have to redeem the Premises in any
action brought by the Landlord.
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32. NO PARTNERSHIP
Nothing contained in this Lease shall be deemed or construed to create a
partnership of joint venture of or between Landlord and Tenant, or create any
other relationship between the parties hereto other than that of Landlord and
Tenant.
33. SUBORDINATION
This Lease is subject and subordinate to all ground or underlying leases and to
any mortgages and/or deeds of trust which may now or hereafter affect such
leases or the real property of which the demised Premises form a part, and to
all renewals, modifications, consolidations, replacement and extension thereof.
This clause shall be self-operative and no further instrument of subordination
shall be required by any mortgage or trustee. In conformation of such
subordination, Tenant shall execute promptly any certificate that Landlord may
request. Tenant hereby constitutes and appoints Landlord the Tenant's
attorney-in-fact to execute any such certificate or certificates for and on
behalf of Tenant, said appointment to be a power during the term of this Lease
coupled with an interest and irrevocable. Provided, however, that
notwithstanding the foregoing, the party secured by any such deed of trust
shall have the right to recognize this Lease and, in the event of the
foreclosure sale under such deed of trust, this Lease shall continue in full
force and effect at the option of the party secured by any such deed of trust
of the purchaser under any such foreclosure sale; and Tenant covenants and
agrees that it will, at the written request of the party secured by any such
deed of trust, execute, acknowledge and deliver and such instrument that
acknowledges its attornment to the new Landlord.
34. ESTOPPEL CERTIFICATE
Tenant shall, without charge therefor, at any time and from time to time,
within five (5) days after request therefor by Landlord, execute, acknowledge
and deliver to Landlord a written estoppel certificate, in recordable form,
certifying to Landlord, any mortgage, assignee of a mortgagee, any master
lessor, or any purchaser of the Premises or any other persons designated by
Landlord, as of the date of such estoppel certificate; (i) that Tenant is in
possession of the Premises, has unconditionally accepted the same and is
currently paying the rent and additional rent reserved hereunder; (ii) that
this Lease is unmodified and in full force and effect (or if there has been a
modification, that the same is in full force as modified and setting forth such
modifications), (iii) whether or not there are existing set-offs, abatements or
defenses against the enforcement of any right or remedy of Landlord, or any
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duty or obligation of Tenant, hereunder (and, if so, specifying the same in
detail); (iv) the dates, if any, to which any rent or other charges have been
paid in advance; (v) that Tenant has no knowledge of any incurred defaults on
the part of Landlord under this Lease (or if Tenant has knowledge of any such
incurred defaults, specifying the same in detail); and (vi) that Tenant has no
knowledge of any event having accrued that authorizes the termination of this
Lease by Tenant (or if Tenant has knowledge, specifying the same in detail).
35. BUSINESS PURPOSE
All parties hereby confirm that the Premises are leased exclusively for
business, commercial and mercantile purposes. Notwithstanding anything to the
contrary, the Premises shall not be used in whole or in part for any
residential purpose, and shall not be subject to any rent control act or
redemption right relating to residential leases or any other provision of law
now or hereafter in effect in the jurisdiction in which the Building is
located.
36. ENTIRE AGREEMENT
This Lease, together with accompanying Addendum A and Exhibits A, C, D and E
contains the entire and only agreement between the parties, and no oral
statement or representations or prior written matter not contained or referred
to in this instrument shall have any force or effect. This Lease shall not be
modified in any way except by a writing subscribed by both parties hereto. The
failure of Landlord or Tenant to insist upon strict performance by the other of
any of the covenants or conditions of this Lease in any one or more instance
shall not be construed as a waiver or relinquishment for the failure of any of
such covenant or conditions, but the same shall be and remain in full force and
effect. No waiver of any provision of this Lease shall be deemed to have been
made unless in writing and signed by the party to be charges therewith. It is
agreed that all rights, remedies and liabilities herein give to or imposed upon
either of the parties hereto, shall extend to their respective heirs,
executors, administrators, and except as otherwise expressly provided in this
Lease, their successors and assigns.
37. PERMITTED USES EXCLUSIVE
All parties hereby confirm that the demised Premises are leased exclusively for
uses a specified herein, and such other ancillary and related uses as Landlord
may approve. Notwithstanding any provisions to the contrary, the demised
Premises shall not be used in whole or in part for any residential purposes,
and shall not be subject to any rent control act or redemption right,
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relating to residential leases, or any other such provision of law now or
hereafter in effect in the jurisdiction in which the demised Premises are
located.
38. INVALIDITY OF TERMS
If any provision of this Lease shall at any time be deemed to be invalid or
illegal by any court of competent jurisdiction, this Lease shall not be
invalidated thereby; and in such event this Lease shall be read and construed
as if such invalid or illegal provision only had not been contained herein,
thereby reserving all of the other terms, conditions and provisions of this
Lease.
39. NOUNS
Feminine or neuter pronouns shall be substituted for masculine form, and the
plural shall be substituted of the singular number, in any place or places
herein which the context may require such substitution or substitutions. The
Landlord herein for convenience has been referred to in neuter form.
40. BROKERAGE
Landlord and Tenant each represent that they had no dealings with any real
estate broker, finder or other persons, with respect to this Lease in any
manner, except Xxxxxx X. Xxxxxxx, Broker (hereinafter called "Broker").
Landlord and Tenant agree to indemnify and hold each other harmless against and
from any claims for brokerage commissions or other fees and costs, expenses and
liabilities in connection therewith, including, without limitations, attorney's
fees and expenses, arising out of any dealings had by Tenant with any broker
other than "Broker". Landlord shall pay any commissions or fees that are
payable to the "Broker" with respect to this Lease, in accordance with the
provisions of a separate commission contract.
41. NOTICES
All notices required or desired to be given hereunder by either party to the
other shall be considered given when sent by certified or registered mail,
first class prepaid or return receipt requested. Notices to the respective
parties shall be addressed as follows:
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If to the Landlord: If to Tenant:
Nicowski Limited Partnership Xxxxxxx College, Inc.
0000 Xxxx Xxxxx, Xxxxx 000 1025 15th Street, N.W.
Camp Springs, Maryland 20746 Xxxxxxxxxx, X.X. 00000
Copies To: Copies To:
Meyers, Billingsley, Xxxxxxx Xxxxxx X. Xxxxxxx, Broker
and Xxxxxxxxx, P.A. 0000 Xxxxxxx Xxxxxx, Xxxxx 000
Atten: Xxxxxxx x. Xxxxxx Xxxxxxx Xxxx, Xxxxxxxx 00000
0000 Xxxxxxxxxx Xxx., Xxxxx 000
Xxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Either party may, by like written notice, designate a new address to which such
notices shall be directed.
42. EFFECTIVE DATE
For all purposes hereof, the "Effective Date" of this Lease shall be the date
upon which this Lease shall have been executed and delivered by both Landlord
and Tenant. Prior to such "Effective Date", neither this Lease nor anything
herein contained shall be legally binding on either Landlord or Tenant, and the
submission of this Lease by Landlord to Tenant prior to such "Effective Date"
for examination or consideration by Tenant or discussion between Landlord and
Tenant shall not constitute a reservation of or option for the demised Premises
or create any legal obligation or liability whatsoever on Landlord.
43. APPLICABLE LAW AND BINDING NATURE
This Lease shall be construed under the laws of Maryland. This Lease shall be
binding upon the heirs, personal representatives, successors, grantees and
assigns of the respective parties hereto.
44. QUIET ENJOYMENT
Upon payment by Tenant of the rents herein provided, and upon the observance
and performance of all the covenants, terms and conditions on Tenant's part to
be observed and performed, Tenant shall peaceably and quietly hold and enjoy
the Premises for the term hereby demised without hindrance or interruption by
Landlord or any other person or persons lawfully or equitably claiming by,
through or under Landlord, subject,
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nevertheless to the terms and conditions of this Lease, any mortgage and/or
deed of trust to which this Lease is subordinate.
IN WITNESS WHEREOF the parties hereto have executed this Lease.
WITNESS: LANDLORD:
Nicowski Limited Partnership
/s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXXX XXXXXXXX
--------------------------- ------------------------
Date: 7/26/96
------------------
WITNESS: TENANT:
Xxxxxxx College, Inc.
/s/ A. KAREY By: /s/ XXXXX X. XXXXXXX
--------------------------- ---------------------------
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ADDENDUM "A" TO OFFICE BUILDING LEASE
THIS ADDENDUM TO OFFICE BUILDING LEASE made this 26th day of July 1996, by and
between Nicowski Limited Partnership, a Maryland Partnership hereinafter
referred to as "Landlord", and Xxxxxxx College, Inc., a Maryland Corporation
hereinafter referred to as "Tenant"
WITNESSETH
THIS ADDENDUM TO OFFICE BUILDING LEASE is to be attached to and made a part of
that certain Office Building Lease of even date herewith by and between
Landlord and Tenant, leasing and demising approximately 0000 xxxxxx xxxx xx
xxxxx xxxxx xxxx known as Suite 200 , 4710 Auth Xxxxx Xxxx Xxxxxxx Xxxxxx
Xxxxxx'x Xxxxxx Xxxxxxxx 00000, said lease being hereinafter referred to as the
"Lease". The Lease is hereby modified to incorporate the following provisions:
1. Renewal Options.
Tenant shall have the option to renew this Lease for a term of one (1) year
upon the same terms and conditions as are provided herein, except that the
rental during the first said renewal term shall be increased during each year
of said renewal term to account for increases in accordance with Section 4 of
this Lease. Tenant shall have the further option to renew this Lease for an
additional term of two (2) one (l) year options upon the same terms and
conditions as are provided herein, except that the rental during said second
renewal term shall be increased during each year of said renewal term to
account for increases in accordance with Paragraph 4. Each of said options
shall be exercised by Tenant giving written notices as provided herein to
Landlord, at least six (6) months before the expiration of either of the
foregoing options provided that, at the time of the exercise of said option,
Tenant shall not be in default hereunder, beyond any applicable cure period.
2. Real Estate Tax Increases.
Base Year: July 1, 1996 through June 30, 1997
3. Additional Improvements.
Landlord shall install Fire Sprinkler System on second floor and provide
sprinkler heads in accordance with Tenant's plan layout and the county fire
code; and any electrical work needed for said sprinkler system.
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Landlord shall provide four (4) lighting poles with sufficient heads to
illuminate rear lot #1 parking area. Lot #1 in rear shall have all damaged
blacktop removed to a depth of five (5) inches and properly packed, tamped and
rolled. The damaged area contains approximately four thousand (4,000) square
feet. A spec Seal Coat shall be applied to the entire one acre lot and striped
for parking at a ratio of sixty per cent (60%) compact cars and forty per cent
(40%) regular cars.
4. Building Hours.
Monday through Friday 8:00 am - 5:00 pm
5:00 pm - 10:00 pm
Saturday 8:00 am - 6:00 pm
5. Signage. See Lease
6. Right of Refusal.
Tenant shall have the right of first refusal on any contiguous space, including
third (3rd) floor at the rent per square foot then due under existing lease.
7. Contingencies/Holding Period.
Tenant's obligations under this Lease are contingent upon Tenant obtaining all
state and county approvals required for Tenant's operation of an educational
institution, including the issuance of a Certificate of Use and Occupancy for
the Premises and the approval of any zoning of special exception necessary for
Tenant to operate its intended use on the Premises and utilize all parking
spaces contemplated by this Lease (collectively referred to as the
"Approvals"). Tenant shall be responsible for obtaining all such approvals. In
the event the approvals have not been obtained within one year following the
date of full execution of this Lease or it is determined sooner that approvals
will not be received, then either Landlord or Tenant may, upon written notice
to the other, terminate this Lease, and in such event the parties shall have no
further obligations to one another hereunder (except for "Holding Period
Payments" incurred to the date of said termination as described below) and any
security deposit posted by Tenant shall be returned to Tenant.
Notwithstanding anything to the contrary contained in Section 2 of the Lease,
the parties agree that the Commencement Date (whereby full rental payments shall
be due) shall be the date on which all the Tenant improvements have been
completed and all approvals have been obtained, including but not limited to the
Certificate of Use and Occupancy for the Premises. The parties further agree
that the term of the Lease shall expire four years from
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the date of the Commencement Date. The parties agree to sign the Agreement
attached hereto as Exhibit C to reflect the exact date of the Commencement
Date.
In consideration of Landlord's agreement to delay the Commencement Date until
after all approvals have been obtained and Tenant work completed, Tenant hereby
agrees to pay to Landlord the sum of four thousand thirty five and 83/100
DOLLARS ($4,035.83) per month (the "Holding Period Payment") commencing one
hundred twenty (120) days after full execution of this Lease and ending upon
the Commencement Date, as modified herein (the "Holding period"). This payment
shall be due on the first day each month, and should the period for this
payment begin or end on any date other than the first of the month, the payment
for said month shall be prorated on a daily basis. The Landlord shall tender
possession of the Premises to Tenant when Building permit is obtained, and the
Tenant shall be entitled to occupy and use the Premises during the entire time
period of the Hold Period for Tenant improvement work and for the use as
contemplated by this Lease. Once these contingencies have beef satisfied and
the Commencement Date begins, Section 3 shall fully control rent payments.
8. Parking Spaces.
Add at end of Paragraph 23: Landlord agrees that Tenant shall have the use, in
common with other tenants, of twenty seven (2 parking spaces adjacent to
building of which Premises is a par twenty four (24) hour per day, six (6) days
per week. In addition, Tenant shall have the right to use in common with other
tenants on hundred fifty four (154) parking spaces adjacent to the Building of
which the Premises is a part after 5:00 pm Monday through Friday and all day
Saturday. Tenant shall have the exclusive right to use one hundred (100)
parking spaces on a one (1) acre lot in rear of Building identified on site
plan attached hereto, which is incorporated herein by references as additional
parking lot #1.
Except as modified above, or otherwise mutually agreed to in writing, all other
terms and conditions of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals as of the dates
hereinafter set forth.
WITNESS: LANDLORD:
Nicowski Limited Partnership
/s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXXX XXXXXXXX
--------------------------- ------------------------
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Date: 7/26/96
WITNESS: TENANT:
Xxxxxxx College, Inc.
/s/ A. KAREY By: /s/ XXXXX X. XXXXXXX
-------------------------- -----------------------
Date: 7/24/96
/s/ A. KAREY /s/ XXXXXX XXXXXXX-CABATER
-------------------------- --------------------------
Secretary
Date: 7/24/96
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EXHIBIT A - RENT SCHEDULE
Rent Payment Schedule for Term of Office Building Lease made this 26th day of
July 1996 , by and between Nicowski Limited Partnership, a Maryland Partnership
hereinafter referred to as "Landlord" and Xxxxxxx College, Inc., a Maryland
Corporation hereinafter referred to as "Tenant".
W I T N E S S E T H :
THIS EXHIBIT "A" OFFICE BUILDING LEASE for Rent Schedule for Term of Lease is
to be attached to and made a part of that certain Office Building Lease of even
date herewith by and between Landlord and Tenant leasing Xxxxx 000 , 0000 Xxxx
Xxxxx Xxxx Xxxxxxx, Xxxxxxxx 00000. This rent schedule shall follow after
Paragraph 3(a) of basic Lease commencing with 3rd year of Lease.
MINIMUM MONTHLY BASIC
TERM YEAR ANNUAL RENT INSTALLMENTS RATE
11/01/96-10/31/97 l 99,572.04 8,297.67 10.28
11/01/97-10/31/98 2 102,559.20 8,546.20 10.58
11/01/98-10/31/99 3 105,636.00 8,803.00 10.90
11/01/99-10/31/2000 4 108,805.08 9,067.09 11.23
LANDLORD:
Nicowski Limited Partnership
/s/ XXXXXXX X. XXXXX By: /s/ XXXXXXXX XXXXXXXX
---------------------------- -----------------------
Witness Date: 7/26/96
TENANT:
Xxxxxxx College, Inc.
/s/ A. KAREY By: /s/ XXXXX X. XXXXXXX
--------------------------- -----------------------
Witness Date: 7/24/96
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