Exhibit 10.16
This Lease, dated as of
October 6, 2004 (“Lease”), is by and between
Remsberg LLC, a Maryland limited liability company
(“Landlord”) and Signature Special Event Services
(“Tenant”).
Terms
For good and valuable consideration
received by each party from the other, the parties covenant and
agree as follows:
(a) Landlord’s
Authority . Landlord represents that it is the sole owner of
the land, buildings and appurtenances described on Exhibit A
attached hereto, together with all buildings, improvements,
facilities and fixtures located on the land, and any easements,
rights of access and other property rights necessary to allow use
and occupancy of the foregoing (the “Premises”).
Landlord represents that it has full right and authority to lease
the Premises to Tenant and to otherwise enter into this Lease ore
the terms and conditions set forth herein, and that the provisions
of this Lease do not conflict with or violate the provisions of
existing agreements between the Landlord and third
parties.
(b) Lease of Premises .
Landlord hereby demises and leases the Premises to Tenant, and
Tenant hereby leases the Premises from Landlord. The Premises are
leased to Tenant together with all and singular appurtenances,
rights and privileges in or otherwise pertaining
thereto.
(c) Landlord’s Access .
Landlord and its authorized agents or representatives shall have
reasonable access to the Premises during Tenant’s normal
business hours on not less than lour hours notice to Tenant. In the
event of any emergency giving rise to the threat of damage or
injury to life or property, Landlord may enter the Premises without
notice.
(a) Lease Commencement . The
terns of this Lease shall commence on January 1, 2005 (the
“Commencement Date”).
(b) Initial Term . The
initial term of this Lease (the “Initial Term”) shall
be three (3) years, commencing on the Commencement Date.
Hereinafter, “Term” shall mean the Initial Term and any
extension thereof.
(c) Extension Term . Tenant
may, by written notice to Landlord not less than ninety
(90) days prior to the end of the Initial Term or the term
then in effect, extend the Term for three additional three
(3) year terms (the “Extension Terms”). During the
Extension Terms, this Lease will be under the same terms and
conditions, covenants and agreements except for the adjustment in
Base Rent as set forth below.
(a) Rent . During the Initial
Term, Tenant shall pay Landlord a rent (“Base Rent”) of
Twenty-Five Thousand Three Hundred Sixty Eight Dollars and Seventy
Five Cents ($25,368.75) per month which equals Three Hundred Four
Thousand Four Hundred Twenty Five Dollars per year (55,350 sq ft. @
Five Dollars and Fifty Cents per square foot). Base Rent shall be
payable on the first day of each month in advance. Base Rent plus
any additional rent due under this Lease is hereinafter sometimes
referred to as “Rent.” Rent for partial months at the
beginning and end of the Term shall be apportioned
based on the number of days in such partial
months. Rent for the first partial month and first full month shall
be paid on or before the Commencement Date. Beginning with the
first anniversary of the Commencement Date and each annual
anniversary thereafter throughout the remainder of the Initial Term
and the Extension Terms, the Base Rent shall be increased by an
amount equal to one (1%) percent of the previous year’s
Rent, which sum shall be payable in equal monthly installments
payable as set forth herein.
(b) Late Rent . Base Rent
payments are due on the first (1st) day of the month and shall
be considered late if received after the tenth (10th) day of
the month. In the event that Tenant fails to make any Base Rent
payment on or before the tenth day of the month after receiving
written notice of nonpayment from Landlord, Tenant shall pray a
late charge in the amount of two percent (2%) of the Base Rent
due. Except as may otherwise be provided in this Lease, Base Rent
payments are due without notice or demand and without set off or
deduction.
(a) Payment of Taxes by
Tenant . As additional rent, Tenant shall pay all real estate
taxes, personal property taxes, transaction, privilege, exercise or
sales taxes, special improvement and other assessments (ordinary
and extraordinary), and all other taxes, duties, charges, fees and
payments imposed by any governmental or public authority which
shall be imposed, assessed or levied upon, or arising in connection
with the ownership, use, occupancy or possession of the Premises or
any part thereof during the Term (all of which are herein called
“Taxes”). Landlord shall promptly deliver all tax bills
to Tenant. Tenant shall deliver to Landlord evidence of timely
payment of Taxes. Taxes for the tax year in which the term shall
commence or expire shall be apportioned according to the number of
days during such tax year.
(b) Tax Protest . Tenant may
contest any Taxes by appropriate proceedings conducted at
Tenant’s expense in Tenant’s name or, if required by
law, in Landlord’s name. Landlord shall cooperate with Tenant
and execute any documents or pleadings reasonably required for such
purpose, but Landlord shall not be obligated to incur any expense
or liability in connection with such contest. Tenant may defer
payment of the contested Taxes pending the outcome of such contest,
if such deferment does not subject Landlord’s interest in the
Premises to forfeiture. Tenant shall deposit with Landlord, if
Landlord so requests, an amount of money at least equal to the
payment so deferred plus estimated penalties and interest. Upon
notice to Tenant, Landlord may pay such contested Taxes from such
deposit if necessary to protect Landlord’s interest in the
Premises from immediate sale or loss. When all contested Taxes have
been paid or canceled, all moneys so deposited to secure the same
and not applied to the payment thereof shall be repaid to Tenant
without interest. In lieu of any such deposit, at its election
Tenant may furnish a bond, in an amount sufficient to suspend
execution proceedings by any governmental or public authority
imposing the protested Taxes, in a form and with a surety
reasonably satisfactory to Landlord. All refunds of Taxes shall be
the property of Tenant to the extent they are refunds of or on
Account of payments made by Tenant.
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5.
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SERVICES AND
UTILITIES
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(a) Contractual Arrangements
. Tenant shall make arrangements for delivery to the Premises of
any gas, electrical power, water, sewer, telephone and other
utility services and any cleaning, trash and snow removal and
maintenance services as Tenant deems necessary or desirable for its
operations during the Term. Landlord represents that the foregoing
services and utilities are installed or readily available at the
Premises without any material installation costs to
Tenant.
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(b) Payment of Charges .
Tenant shall promptly pay all charges for utility and other
services contracted by Tenant to be delivered to or used upon the
Premises during the Term and shall be responsible for providing
such security deposits, bonds or assurances as may be necessary to
procure such services.
(c) Transition . Landlord and
Tenant shall each reasonably assist the other in transition of
payments for, and control of services and utilities at the
commencement and termination of this Lease.
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6.
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MAINTENANCE AND
REPAIR
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(a) Present Condition . Prior
to the commencement of the Term, Landlord shall put the building
systems, including, without limitation, plumbing and electrical
lines and equipment, heating, ventilation and air conditioning
systems, boilers, and elevators, if any, in good repair and
condition. Landlord represents that as of the Commencement Date,
such systems are in good mechanical and operating condition.
Landlord further represents that it has no knowledge of any
conditions which presently exist which could materially adversely
affect Tenant’s business or use of the Premises, so long as
such business or use is substantially similar to the business
conducted on the Premises by the Landlord prior to this Lease.
Subject to the preceding sentences of this paragraph, Tenant
accepts the Premises in their present condition.
(b) Maintenance Obligations .
After the commencement of the Term, Tenant shall maintain the
Premises and shall promptly make or cause to be made all routine
electrical, plumbing, heating, air conditioning maintenance and
repairs, but not including replacements, and shall make or cause to
be made all routine interior and exterior non-structural
maintenance needed to maintain the Premises in their present
condition, subject to reasonable wear and tear, but not including
replacements.
Landlord shall promptly make or
cause to be made all structural and roof repairs and replacements
of systems necessary to so maintain the Premises, which shall
include keeping the roof and Premises free of leaks, and repairs to
the exterior and interior structural elements of the building
(including, without limitation, the roof, exterior and bearing
walls of the building, support beams, foundations, columns and
lateral supports), and replacements to the mechanical, air
conditioning, heating, plumbing and drainage systems and electrical
systems.
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7.
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USE; COMPLIANCE
WITH LAWS
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(a) Permitted Uses . Tenant
may use and occupy the Premises for all lawful purposes.
(b) Compliance with Laws .
Tenant represents that Tenant intends to use the Premises for
sales, rentals, storage, maintenance, manufacture, repair and other
operations of Tenant’s tent rental business. The proposed use
of the Premises by Tenant is a lawful use of the Premises,
requiring no further governmental consents, approvals or permits
for such use. To Landlord’s knowledge, the Premises are in
compliance with all applicable laws, including the Americans with
Disabilities Act. If the foregoing representation is untrue under
current applicable law, then, in addition to all of Tenant’s
other rights hereunder or at law or in equity, Landlord shall
reimburse Tenant for, and shall indemnify and hold Tenant and
Tenant’s employees, officers, directors, managers, agents,
shareholders, partners, or other owners harmless from and against,
any and all damages, injuries, fines, losses or claims, and all
costs and expenses, including reasonable attorneys’ fees,
incurred by Tenant as a result of or arising out of such
representation being untrue, including any costs or expenses
associated with obtaining
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any necessary consents, approvals or permits.
Tenant shall not use or permit the Premises to be used for any
unlawful purpose. Tenant agrees to comply with all statutes,
ordinances, rules, orders, regulations and requirements of the
federal, state, and local governments with respect to its use and
occupancy of the Premises.
Tenant may make temporary
non-structural alterations, improvements and additions
(“Alterations”) to the Premises that do not permanently
affect the Premises without obtaining Landlord’s prior
consent or approval. Alterations made by Tenant without
Landlord’s consent shall be subject to removal by Tenant
within fifteen (15) days after termination of this Lease upon
Landlord’s request, at Tenant’s sole expense. Tenant
may make other Alterations to the Premises only with
Landlord’s prior consent or approval, which consent or
approval shall not be unreasonably withheld, conditioned or
delayed. All Alterations made by Tenant shall be made at
Tenant’s sole cost and expense, including all costs and
expenses incurred in obtaining any required government consents,
permits or approvals. Tenant nay perform all Alterations with
contractors and subcontractors of Tenant’s own choosing.
Landlord will cooperate with Tenant’s efforts to obtain any
governmental permits or approvals or consents required therefore.
Landlord shall not be entitled to impose upon Tenant any charges or
fees of any kind in connection with any Alterations.
Tenant, at its expense and subject
to its obtaining any required governmental permits and approvals,
may place, maintain, repair and replace signage on the Premises.
Landlord shall cooperate with Tenant’s efforts to obtain any
permit, approval or consent necessary or desirable in connection
with the installation of any sign.
For purposes of this Lease, the Term
“Tenant’s Property” shall mean all office
furniture and equipment, movable partitions, communications
equipment, inventory, and other articles of movable personal
property owned or teased by Tenant throughout the Term of this
Lease and may be removed by Tenant at any time during the Term.
Upon the expiration of this Lease, or within 30 days after the
sooner termination hereof, Tenant shall remove all Tenant’s
Property from the Premises without leaving any noticeable damage to
the Premises. If Tenant leaves noticeable damage as a result of
Tenant’s removal of Tenant’s Property, Landlord shall
give Tenant fifteen (15) days written notice to remove or
repair such damage, after which time, Landlord may repair such
damage and Tenant shall reimburse Landlord for all costs and
expenses reasonably incurred by Landlord in repairing such
damage.
Landlord covenants that Tenant shall
and may, at all times during the Term, peaceably and quietly have,
hold, occupy, and enjoy the Premises.
(a) Landlord’s Liens and
Mortgages . Landlord represents and warrants that, as of the
date hereof, there are no mortgages, or deeds of trust or other
liens that burden the whole or any portion of the Premises, other
than the following: a Deed of Trust from Landlord to Trustees for
the benefit of F&M Bank of Maryland banking corporation (the
“Current Mortgage”) and those mortgages which comply
with the provisions or
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Section 12(c) and the lien for real
property taxes that may exist prior to such taxes being due.
Landlord agrees not to cause or permit any other mortgage, deed of
trust or other lien on the Premises other than the Current Mortgage
and montages which comply with the provisions of Section 12(c)
and, the lien for real property taxes that may exist prior to such
taxes being due,
(b) Tenant’s Liens .
Tenant shall not (i) by any failure to act or by any act,
other than the mere hiring of a material or service provider, allow
any materialman’s or mechanic’s liens, or (ii) by
an act or failure—to act allow any other liens, deeds of
trust, mortgages, or other encumbrances to be placed on the whole
or any portion of the Premises during the term of this
Lease.
(c) Non-Disturbance .
Landlord may place or leave in place the Current Mortgage or other
mortgages on the Premises, but only if Landlord shall have obtained
from its mortgagee a written agreement with Tenant, in form and
substance acceptable to Tenant.
(a) Building Insurance .
Throughout the Term, Tenant at its sole cost and expense, shall
keep the buildings and improvements included in the Premises
insured for the “full replacement value” thereof
against loss or damage by perils customarily included under
standard “all-risk” policies, with all proceeds thereof
payable to Landlord.
(b) Tenant’s Liability
Insurance . Throughout the Term, Tenant at its sole cost and
expense, shall maintain commercial general liability insurance and
property damage insurance, including a contractual liability
endorsement, and personal injury liability coverage in respect of
the Premises and the conduct or operation of business therein, with
Landlord as an additional insured, with limits of not less than
$1,000,000.00 in respect of bodily injury or death for any one
occurrence and to the limit of not less than $2,000,000.00 for the
aggregate of all occurrences during any such given annual policy
period. Each such policy of insurance obtained by Tenant pursuant
to Section 13(a) and 13(b) hereof shall provide that the same
will not be canceled without at least thirty (30) days prior
written notice to Landlord and the Landlord’s Mortgagee. On
the Commencement Date and on written request by Landlord during the
term of this Lease, Tenant shall deliver to Landlord certificates
of insurance, showing that the insurance required to be maintained
pursuant to the foregoing provisions of this Section 13(a) and
13(b) is in force, naming the Landlord and Landlord’s
Mortgagee, as additional insured (or in the case of liability
insurance naming the Landlord’s Mortgagee as certificate
holder) and will not be modified or canceled without thirty
(30) days prior written notice being furnished to Landlord.
Thereafter, not less than thirty (30) days prior to the
expiration or termination of each such policy, Tenant shall furnish
to Landlord and Landlord’s Mortgagee certificates showing
renewal of, or substitution for, policies which expire or are
terminated.
(c) Waiver of Subrogation .
Neither Landlord nor Tenant shall have any claim against the other
or the employees, officers, directors, managers, agents,
shareholders, partners or other owners of the other for any loss,
damage or injury which is covered by insurance carried by either
party and for which recovery from such insurer is made,
notwithstanding the negligence of either party in causing the loss.
This waiver and release shall be valid only if the insurance policy
in question permits waiver of subrogation or if the insurer agrees
in writing that such waiver of subrogation will not affect coverage
under said policy. Each party agrees to use its best efforts to
obtain such an agreement from its insurer if the policy issued by
such insurer does not expressly permit a waiver of subrogation. The
foregoing waiver and release shall not apply, however, to any
damage caused by intentionally wrongful actions or omissions. If by
reason of the foregoing waiver and
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release, however, either party shall be unable
to obtain any insurance it is required hereby to maintain, such
waiver and release shall be deemed not to have been made by such
party. If either party shall be unable to obtain any such insurance
without the payment of an additional premium therefore, then,
unless the party claiming the benefit of such waiver agrees to pay
for the cost of such additional premium within thirty
(30) days after receiving written notice from the other party
setting forth the requirement to pay such additional premium, and
the amount of the additional premium, beginning thirty
(30) days after the receipt of such notice such waiver and
release shall be of no force and effect as to risks covered solely
by the insurance policy as to which such party was unable to obtain
such waiver and release without the payment of an additional
premium therefore. Each party shall use reasonable efforts to
obtain such insurance from a company that does not charge an
additional premium or, if that is not possible, one that charges
the lowest additional premium. Neither Landlord nor Tenant shall
obtain or accept any insurance policy which would be invalidated by
or which would conflict with this paragraph.
(a) By Tenant . Except as may
otherwise be provided in this Lease, Tenant shall indemnify and
hold harmless Landlord, its employees, officers, directors,
managers, agents, shareholders, partners or other owners from and
against any and all third-party claims arising from or in
connection with any act, omission or negligence of Tenant or any of
its subtenants or licensees or its or their employees, officers,
directors, managers, agents, shareholders, partners or other
owners, invitees or contractors occurring in, at or upon the
Premises. Notwithstanding anything to the contrary, Tenant shall
not be responsible for matters, attributable to activities on the
Property prior to the Commencement Date of this Lease.
(b) By Landlord . Except as
may otherwise be provided in this Lease, Landlord shall indemnify
and hold harmless Tenant, its employees, officers, directors,
managers, agents, shareholders, partners or other owners from and
against any and all third-party claims arising from or in
connection with any act, omission or negligence of Landlord or its
employees, officers, managers, agents, shareholders, partners or
other owners occurring in, at or upon the Premises. Notwithstanding
anything to the contrary. Landlord shall not be responsible for
matters attributable to activities of the Tenant, its employees,
officers, directors, managers, agents or invitees on the Premises
subsequent to the Commencement Date of this Lease.
(a) Right of First Refusal on
Sale of Premises . Should Landlord during the Term enter into
an agreement to sell the Premises, or any portion thereof
(“Sales Agreement”), Landlord shall provide to Tenant a
written notice of intent to sell (“Notice”) with a copy
of the Sales Agreement. Tenant shall have and may exercise an
option to acquire the Premises, or the portion thereof subject to
the Sales Agreement, on the same terms and conditions, other than
as to the identity of the purchaser and date for closing, as are
set forth in the Sales Agreement. If Tenant does not within thirty
(30) days after receiving the Notice and copy of the Sales
Agreement give Landlord written notice of Tenant’s intention
to exercise such option, then Tenant shall have waived its right of
first refusal. If Landlord does not sell the Premises within ninety
(90) days of the date of the Notice or varies the terms of the
Sales Agreement, Landlord shall again comply with the terms of this
Section 15(a) as if no Notice had ever been given. If Tenant
timely notifies Landlord of its intent to exercise such option,
then at such time as Tenant may specify, but no later than ninety
(90) days following receipt by Landlord of such notice from
Tenant, and at such place within the city or town where the
Premises is located as Tenant may specify, or such other place and
time and Landlord and Tenant may agree, Tenant shall
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exercise its option by purchasing, and Landlord
shall sell to Tenant, the Premises or portion thereof subject to
the Sales Agreement.
(b) Option to Purchase .
During the Term, Tenant shall have and may exercise an option to
purchase the Premises for a purchase price equal to the greater of
(i) the Fair Market Value (hereinafter defined) of the
Premises or (ii) the value of the Premises set forth in an
appraisal by McPherson & Associates dated January 11,
2000 (the “Purchase Price”). Tenant shall give at least
ninety (90) and not more than one hundred eighty
(180) days prior written notice to Landlord of its intent to
exercise such option, and, if Tenant gives such notice landlord
shall sell the Premises to Tenant or to Tenant’s designee,
and Tenant shall exercise its option by purchasing the Premises
from Landlord, including all buildings and other improvements and
appurtenant fixtures and equipment located thereon, all easements,
rights of access and other appurtenances appertaining thereto and
all of Landlord’s right, title and interest in all public
ways adjoining the same (all of which shall be deemed included in
the term “Premises”), upon and subject to the terms and
conditions hereinafter set forth.
(i) Payment of Purchase Price
. The Purchase Price shall be paid by Tenant to Landlord at
Closing, plus or minus the adjustments hereinafter set forth, in
funds immediately available on the date of closing or by such other
method as shall be mutually acceptable to Tenant and
Landlord.
(ii)(A) General . Prior to
Closing, at its sole cost and expense, Tenant may do such due
diligence with respect to the Premises as it deems appropriate,
including without limitation examination of Landlord’s title
to the Premises, determination as to whether the Premises is
properly zoned and permitted for the use to which Tenant will put
the Premises, obtaining a survey of the Premises, examination of
mechanical, electrical, plumbing and other systems, and performing
such environmental due diligence and testing as it deems
appropriate (so long as ‘Tenant restores the Premises to
substantially the same