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Lease

Lease Agreement

Lease | Document Parties: TVI CORP | Remsberg LLC | Signature Special Event Services You are currently viewing:
This Lease Agreement involves

TVI CORP | Remsberg LLC | Signature Special Event Services

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Title: Lease
Governing Law: Maryland     Date: 3/15/2007
Industry: Aerospace and Defense     Law Firm: Miller & Martin PLLC     Sector: Capital Goods

Lease, Parties: tvi corp , remsberg llc , signature special event services
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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:

 

 

1.

PREMISES

(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.

 

 

2.

TERM

(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.

 

 

3.

RENT

(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.

 

 

4.

TAXES AND ASSESSMENTS

(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.

 

 

5.

SERVICES AND UTILITIES

(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.

 

 

6.

MAINTENANCE AND REPAIR

(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.

 

 

7.

USE; COMPLIANCE WITH LAWS

(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.

 

 

8.

ALTERATIONS

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.

 

 

9.

SIGNAGE

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.

 

 

10.

TENANT’S PROPERTY.

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.

 

 

11.

QUIET ENJOYMENT

Landlord covenants that Tenant shall and may, at all times during the Term, peaceably and quietly have, hold, occupy, and enjoy the Premises.

 

 

12.

LIENS AND MORTGAGES

(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.

 

 

13.

INSURANCE

(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.

 

 

14.

INDEMNIFICATION

(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.

 

 

15.

OPTION TO PURCHASE

(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


 
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