OFFICE LEASE AGREEMENT

Exhibit 10.61.1

 

SARASOTA CITY CENTER

 

OFFICE LEASE AGREEMENT

 

BETWEEN

 

OSPREY, S.A., LTD., a Florida limited partnership

(“LANDLORD”)

 

AND

 

CORRECTIONAL SERVICES CORPORATION

a Delaware corporation

(“TENANT”)

 

6.7.2005

TABLE OF CONTENTS

 

 

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This Lease Agreement includes the following Exhibits:

 

 

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OFFICE LEASE AGREEMENT

 

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 7th day of June, 2005, by and between OSPREY, S.A., LTD., a Florida limited partnership (“Landlord”) and CORRECTIONAL SERVICES CORPORATION, a Delaware corporation (“Tenant”).

 

I.	A. Basic Lease Information; Definitions . The following are some of the basic lease information and defined terms used in this Lease.

 

1. “Additional Base Rental” shall mean Tenant’s Pro Rata Share of Basic Costs and any other sums (exclusive of Base Rental) that are required to be paid by Tenant to Landlord hereunder, which sums are deemed to be additional rent under this Lease. Additional Base Rental and Base Rental are sometimes collectively referred to herein as “Rent”.

 

2. “Base Rental” shall mean the sum of the following based on 1,399 rsf in Suite 604 and 11,983 rsf in Suite 1000 before any adjustment for the Option to Terminate provided for in Section II.B, plus applicable State of Florida sales tax, payable by Tenant to Landlord over the Term of seventy-two (72) monthly installments as follows:

 

a) Twelve (12) equal installments of twenty four thousand five hundred thirty three Dollars and sixty-six cents ($24,533.66), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2005 and ending January 31, 2006 provided that the installment of Base Rental for the first full calendar month of the Lease Term shall be payable upon the execution of this Lease by Tenant.

 

b) Twelve (12) equal installments of twenty three thousand eight hundred eighty-six Dollars and eighty seven cents ($23,886.87), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2006 and ending January 31, 2007.

 

c) Twelve (12) equal installments of twenty four thousand three hundred fifty five Dollars and twenty four cents ($24,355.24), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2007 and ending January 31 2008.

 

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d) Twelve (12) equal installments of twenty four thousand eight hundred fifty seven Dollars six cents ($24,857.06), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2008 and ending January 31, 2009.

 

e) Twelve (12) equal installments of twenty five thousand three hundred forty seven Dollars and seventy four cents ($25,347.74), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2009 and ending January 31, 2010.

 

f) Twelve (12) equal installments of twenty five thousand eight hundred sixty Dollars seventy two cents ($25,860.72), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2010 and ending January 31, 2011.

 

3. Rental Abatement Period - If Tenant does not exercise the Option to Terminate or elects to cancel the Option to Terminate provided in Section II.B of the Lease, Tenant shall be entitled to one period of rental abatement during August 1, 2006 through August 31, 2006. Provided Tenant is not in default of the provisions of the Lease and has paid all Rent that is due up to July 31, 2006 then Tenant shall have no obligation to pay Base Rental for the month of August 2006 but agrees to pay its prorata share of operating expense and taxes and utility cost.

 

4. “Building” shall mean the office building located at 1819 Main Street, City of Sarasota, State of Florida, commonly known as Sarasota City Center.

 

5. The “Commencement Date,” “Base Lease Term”, “Lease Term”, “Termination Date” and “Option to Terminate” shall have the following meanings as appropriate:

 

a “Commencement Date” - January 30, 2005. The first installment of Rent payable under the terms of this Lease is for February 1, 2005 through February 28, 2005 and shall continuing as outlined in section I A. 2. (a) – (f).

 

b “Base Lease Term” - shall mean the period beginning on the Commencement Date and ending on January 31, 2011.

 

c “Lease Term” - shall mean the period beginning on the Commencement Date and ending on the Termination Date.

 

d “Termination Date” - shall mean January 31, 2011, unless this Lease is sooner terminated as provided herein, in which case, the Termination Date shall mean the effective date of the termination of this Lease;

 

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provided however that if Tenant elects to extend the Lease Term as provided in Section II.C, the Termination Date shall mean the last day of the First Extension Term or the Second Extension Term as applicable. Notwithstanding the foregoing, if the Landlord elects to terminate this Lease as hereinafter provided and the Termination Date, as determined herein, does not occur on the last day of a calendar month, Landlord, at its option, may extend the Lease Term by the number of days necessary to cause the Termination Date to occur on the last day of a calendar month. Tenant shall pay Base Rental and Additional Base Rental for such additional days at the same rate payable for the portion of the last calendar month immediately preceding such extension.

 

e) Option To Terminate - shall have the meaning set forth in Section II.B of this Lease.

 

6. “Premises” shall mean the area located on the tenth floor of the Building, known as Suite # 1000 and the area on the sixth floor know as Suite 604 as outlined on Exhibit A attached hereto and incorporated herein. Landlord and Tenant hereby stipulate and agree that the total “Rentable Area of the Premises” shall mean (13,382) square feet and the “Rentable Area of the Building” shall mean Two Hundred Forty-Seven Thousand Eight Hundred Ninety-One (247,891) square feet. If the Premises being leased to Tenant hereunder include one or more floors within the Building in their entirety, the definition of Premises with respect to such full floor(s) shall include all corridors, lobbies, foyers, stairways, mechanical rooms and restrooms located on such floor(s).

 

7. “Permitted Use” shall mean general office use.

 

8. “Security Deposit” shall mean the sum of $12.597.65 , which the Landlord has received from Tenant.

 

9. “Tenant’s Pro Rata Share” shall mean 5.398%, which is the quotient (expressed as a percentage), derived by dividing the Rentable Area of the Premises (13,382 ) by the Rentable Area of the Building (247,891)

 

10. “Notice Addresses” shall mean the following addresses for Tenant and Landlord, respectively:

 

Tenant:

 

Correctional Services Corporation

1819 Main Street, Suite 1000

Sarasota, Florida 34236

Attn: President and Chief Executive Officer

 

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Landlord:

 

Osprey, S.A., Ltd.

1819 Main Street, Suite 106

Sarasota, FL 34236

Attention: Building Manager

 

Payments of Rent only shall be made payable to the order of:

 

Osprey, S.A., Ltd.

 

B. The following are additional definitions of some of the defined terms used in the Lease.

 

1. “Base Year” shall mean 1995, unless Tenant cancels and terminates the Option to Terminate or does not exercise the Option to Terminate as provided in Section II.B on or before January 31, 2006, in which event the Base Year shall be changed from 1995 to 2005 for calendar year 2006 and for each calendar year thereafter through the end of the Lease Term.

 

2. “Basic Costs” shall mean all costs and expenses paid or incurred in connection with operating, maintaining, repairing, managing and owning the Building and the Property, as further described in Article IV hereof.

 

3. “Brokers” means Osprey Management Company, LLC, and CB Richard Ellis, Inc.

 

4. “Building Standard” shall mean the type, grade, brand, quality and/or quantity of materials Landlord designates from time to time to be the minimum quality and/or quantity to be used in the Building.

 

5. “Business Day(s)” shall mean Mondays through Fridays exclusive of the normal business holidays (“Holidays”) of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Landlord, from time to time during the Lease Term, shall have the right to designate additional Holidays, provided that such additional Holidays are commonly recognized by other office buildings in the area where the Building is located.

 

6. “Common Areas” shall mean those areas provided for the common use or benefit of all tenants generally and/or the public, such as corridors, lobbies (whether at ground level or otherwise), foyers, common mail rooms, restrooms, vending areas and other similar facilities.

 

7. “Landlord Work” shall mean the work that Landlord is willing to perform in the Premises pursuant to the Work Letter Agreement attached hereto as Exhibit D.

 

8. “Maximum Rate” shall mean the greatest per annum rate of interest permitted from time to time under applicable law.

 

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9. “Normal Business Hours” for the Building shall mean 8:00 A.M. to 6:00 P.M. Mondays through Fridays, and 9:00 A.M. to 1:00 P.M. on Saturdays, exclusive of Holidays.

 

10. “Prime Rate” shall mean the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by the Landlord in the state in which the Building is located.

 

11. “Property” shall mean the Building and the parcel(s) of land on which it is located and, at Landlord’s discretion, the Building garage, if any, and all other improvements owned by Landlord and serving the Building and the tenants thereof and the parcel(s) of land on which they are located.

 

II.	Lease Grant/ Renewal Options/ Right of First Refusal

 

A. Lease Grant. Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises, together with the right, in common with others, to use the Common Areas during the Lease Term.

 

B. Option To Terminate. Provided that Tenant is not then in default under this Lease, during the period commencing on Commencement Date and continuing through and including January 31, 2006, if (i) Tenant decides to relocate its corporate offices to any location outside of either Sarasota or Manatee counties or to cease maintaining any office in Sarasota or Manatee counties, or (ii) Tenant decides to reduce the size of its corporate office such that Tenant shall desire to maintain 9,000 square feet or less of office space and Landlord shall be unable or unwilling to accommodate Tenant and to either amend this Lease accordingly or enter into a new lease with Tenant for such reduced space in the Building, the Tenant shall have the right to terminate this Lease effective as of the last day of either January, February, March, April, May, June or July, 2006 upon written notice to Landlord, which notice shall state the date on which this Lease shall terminate (which date must be at least 180 days after the date of delivery of such notice to Landlord), and shall be accompanied by a payment to Landlord of all monthly installments of all Rent that would otherwise become due and payable under this Lease through the termination date, plus a termination fee in an amount equal to $71,660.61 (the “Option to Terminate”), in which event this Lease shall terminate effective as of the termination date specified in Tenant’s notice to Landlord. Should Tenant reduce the size of its office, then the Parking ratio shall be adjusted accordingly, to equal 2.5 parking spaces per 1,000 sf leased.

 

The Option to Terminate shall become null and void if Tenant shall fail to exercise the Option to Terminate as provided herein prior to the close of business on January 31, 2006.

 

Notwithstanding the foregoing, Tenant shall have the right to cancel and waive the Option to Terminate at any time prior to the close of business on January 31, 2006, by delivering written notice to Landlord of its election to cancel and waive the Option to Terminate. If Tenant shall elect to cancel and waive the Option to Terminate or fail to exercise the Option to Terminate prior to the close of business on January 31, 2006,

 

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then this Lease shall continue in full force and effect in accordance with the terms hereof, except that, for purposes of this Lease, the “Base Year” for calculating Tenant’s pro-rata share of Basic Costs shall be changed from 1995 to 2005 effective as of calendar year 2006 and for each calendar year thereafter through the end of the Lease Term and Tenant’s obligation for the payment of “Base Rental” for the month of August, 2006 shall be abated.

 

C. Renewal Options. Provided Tenant is not then in default hereunder, nor has any default continued beyond the notice and cure period, and provided that Tenant has not exercised the Option to Terminate, Tenant shall have the right to extend the Lease Term, effective upon the expiration of the Base Lease Term, for an additional period of five years through and including January 31, 2016 (the “First Extension Term”) and thereafter to extend the Lease Term effective upon the expiration of the First Extension Term for an additional five year period through and including January 31, 2021 (the “Second Extension Term”), by providing the Landlord with written notice of its election to extend at least 180 days prior to the expiration of the Base Lease Term, or the First Extension Term, as applicable. If Tenant elects to extend the Lease Term as provided herein, this Lease shall continue in full force and effect during the First Extension Term and/or the Second Lease Term in accordance with the terms and conditions set forth herein, except that:

 

1. The amount of the “Basic Rental” for the First Extension Term shall be changed to read as follows:

 

a) Twelve (12) equal installments of twenty six thousand three hundred seventy three Dollars and sixty-nine cents ($26,373.69), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2011 and ending January 31, 2012.

 

b) Twelve (12) equal installments of twenty six thousand eight hundred ninety seven Dollars and eighty-two cents ($26,897.82), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2012 and ending January 31, 2013.

 

c) Twelve (12) equal installments of twenty seven thousand four hundred thirty three Dollars and ten cents ($27,433.10), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2013 and ending January 31, 2014.

 

d) Twelve (12) equal installments of twenty seven thousand nine hundred seventy nine Dollars and fifty-three cents ($27,979.53), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2014 and ending January 31, 2015.

 

e) Twelve (12) equal installments of twenty eight thousand five hundred thirty seven Dollars and twelve cents ($28,537.12), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2015 and ending January 31, 2016.

 

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2. The amount of the “Basic Rental” for the Second Extension Term shall be changed to read as follows:

 

a) Twelve (12) equal installments of twenty nine thousand one hundred five Dollars and eighty-five cents ($29,105.85), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2016 and ending January 31, 2017.

 

b) Twelve (12) equal installments of twenty nine thousand six hundred eighty five Dollars and seventy-four cents ($29,685.74), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2017 and ending January 31, 2018.

 

c) Twelve (12) equal installments of thirty thousand two hundred seventy six Dollars and seventy-eight cents ($30,276.78), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2018 and ending January 31, 2019.

 

d) Twelve (12) equal installments of thirty thousand eight hundred seventy eight Dollars and ninety-seven cents ($30,878.97), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2019 and ending January 31, 2020.

 

e) Twelve (12) equal installments of thirty one thousand four hundred ninety two Dollars and thirty-one cents ($31,492.31), plus applicable State of Florida sales tax, each payable on or before the first day of each month during the period beginning February 1, 2020 and ending January 31, 2021.

 

D. Right of First Refusal. Provided Tenant is not in default of the provisions of the Lease, subject to the rights of tenants in possession during the Lease Term, Tenant shall have the first right to lease Suite 1002 in its entirety, which amounts to 7,378 rentable square feet or a minimum of 1,399 contiguous rentable square feet contained in Suite 1002 (collectively or separately, the Offered Space). If Tenant exercises the Right of First Refusal on the Offered Space then Landlord, at Tenant’s request, will substitute the Offered Space for the Premises in Suite 604 and Tenant shall have no obligation to lease the Premises Suite 604, or may add the Offered Space and retain Suite 604. If Tenant elects to substitute the Offered Space for the space in Suite 604 currently included in the Premises, then Tenant shall be required to vacate the space in Suite 604 on or before the date on which exclusive possession of the Offered Space is delivered to Tenant, and, effective as of the date on which excusive possession of the Offered Space is delivered to Tenant, Tenant shall have no further obligations under this Lease with respect to Suite 604. The Tenant shall have 3 business days to notify the Landlord of its intent to accept or reject the Offered Space. If the proposal is accepted, Landlord will amend the Lease to include the Offered Space commencing in 60 days or upon substantial completion which ever occurs first. Tenant may Lease the space under the same terms and conditions, with Commencement upon substantial completion, and the Improvement Allowance based on a proration of the total allowance as set forth in the terms of the initial lease multiplied by the months remaining in

 

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the initial term. This Right of First Refusal shall not be applicable unless there is a minimum of three (3) years remaining on the initial term or any renewal terms (if exercised) or unless Tenant agrees to extend the then current term or renewal term of this Lease for an additional three (3) years or to exercise the next renewal term of this Lease. If said Right of First Refusal is exercised, parking allowance shall increase based on 2.5 spaces per 1,000 rsf of additional square footage leased, and the Option to Terminate in section II. B shall be cancelled. If the proposal is rejected by the Tenant, Landlord shall be free to lease the offered space to an interested third party and the Right of First Refusal shall be of no further force or effect.

 

The foregoing option shall be for the sole benefit of Tenant named herein and not inure to the benefit of and may not be exercised by any assignee or subtenant of Tenant.

 

III.	Adjustment of Commencement Date/Possession

 

A. Intentionally deleted.

 

B. By taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant’s use.

 

C. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. The Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant, in which event the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis

 

IV.

Rent

 

A. Base Rental: Each month during the Lease Term, Tenant shall pay to Landlord, in advance, on or before the first day of each month, the monthly installments in respect of Base Rental specified in Section I.A.2 of this Lease; provided that if the Tenant elects to extend the Lease Term as provided in Section II.C., the Base Rental for the First Extension and, if applicable, the Second Extension Term shall be as provided in Section II.C.

 

B. Additional Base Rental: During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the sum of: (1) Tenant’s Pro Rata Share of the amount, if any, by which Taxes (hereinafter

 

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defined) for the applicable calendar year exceed Taxes for the applicable Base Year plus (2) Tenant’s Pro Rata Share of the amount, if any, by which Expenses (hereinafter defined) for the applicable calendar year exceed Expenses for the applicable Base Year (such amount being referred to hereinafter as the “Excess”). For purposes hereof, “Expenses” shall mean all Basic Costs with the exception of Taxes. Tenant’s Pro Rata Share of increases in Taxes and Tenant’s Pro Rata Share of increases in Expenses shall be computed separate and independent of each other prior to being added together to determine the “Excess”. In the event that Taxes and/or Expenses, as the case may be, in any calendar year decrease below the amount of Taxes or Expenses for the applicable Base Year, Tenant’s Pro Rata Share of Taxes and/or Expenses, as the case may be, for such calendar year shall be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes and/or Expenses decrease below the corresponding amount for the applicable Base Year. Prior to the Commencement Date and prior to January 1 of each calendar year during the Lease Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of the Excess for the applicable calendar year and Tenant’s Pro Rata Share thereof, which shall include Landlord’s estimate of Basic Costs for the applicable calendar year and a statement as to the amount of Basic Costs for the applicable Base Year. On or before the first day of each month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Excess. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Basic Costs and the Excess for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs and the Excess by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year’s estimate until such time as Landlord provides Tenant with an estimate of Basic Costs and the Excess for the current year as provided herein. Upon receipt of such current year’s estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year’s estimate. Tenant shall pay Landlord for any underpayment within ten (10) days after demand. Any overpayment shall, at Landlord’s option, be refunded to Tenant or credited against the installment of Additional Base Rental due for the months immediately following the furnishing of such estimate, but in any event, any amount not credited to Tenant shall be refunded in full to Tenant upon termination of this Lease. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year.

 

As soon as is practical following the end of each calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of Landlord’s actual Basic Costs and the actual Excess for the previous calendar year. If the estimated Excess actually paid by Tenant for the prior year is in excess of Tenant’s actual Pro Rata Share of the Excess for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the expiration of the Lease.

 

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C. The term “Basic Costs” shall mean all costs and expenses reasonably and necessarily paid or incurred by Landlord in each calendar year in connection with operating, maintaining, repairing, managing and owning the Building and the Property, including, but not limited to, the following:

 

1. All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers’ compensation insurance, uniforms, training, disability benefits, pensions hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits.

 

2. All management fees, the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall be entitled to a management fee comparable to that due and payable to third parties provided Landlord or management companies owned by, or management divisions of, Landlord perform actual management services of a comparable nature and type as normally would be performed by third parties.

 

3. All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement and maintenance and the control of access to the Building and the Property.

 

4. All amounts charged to Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and supplies furnished in connection with the operation repair, maintenance, replacement of and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment, but excluding any such amounts charged to or incurred by Landlord with respect to services, parts, components, materials, equipment and supplies furnished in connection with work performed for any other tenant in the Building that does not benefit all tenants in the Building. At Landlord’s option, major repair items may be amortized over a period of up to five (5) years.

 

5. All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from

 

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time to time by landlords of comparable office buildings or required to be carried by Landlord’s Mortgagee.

 

6. Charges for water, gas, steam and sewer, but excluding those charges for which Landlord is otherwise reimbursed by tenants, and charges for Electrical Costs. For purposes hereof, the term “Electrical Costs” shall mean: (i) all charges paid by Landlord for electricity supplied to the Building, Property and Premises, regardless of whether such charges are characterized as distribution charges, transmission charges, generation charges, public good charges, disconnection charges, competitive transaction charges, stranded cost recoveries or otherwise; (ii) except to the extent otherwise included in Basic Costs, any costs incurred in connection with the energy management program for the Building, Property and Premises, including any costs incurred for the replacement of lights and ballasts and the purchase and installation of sensors and other energy saving equipment; and (iii) if and to the extent permitted by law, a reasonable fee for the services provided by Landlord in connection with the selection of utility companies and the negotiation and administration of contracts for the generation of electricity. Notwithstanding the foregoing, Electrical Costs shall be adjusted as follows: (a) any amounts received by Landlord as reimbursement for the above standard building electrical consumption shall be deducted from Electrical Costs, (b) the cost of electricity incurred in providing overtime HVAC to specific tenants shall be deducted from Electrical Costs, it being agreed that the electrical component of overtime HVAC costs shall be calculated as a reasonable percentage of the total HVAC costs charged to such tenants, and (c) if Tenant is billed directly for the cost of electricity to the Premises as a separate charge in addition to Base Rental and Basic Costs, the cost of electricity to individual tenant spaces in the Building shall be deducted from Electrical Costs.

 

7. All landscape expenses and costs of maintaining, repairing, resurfacing and striping of the parking areas and garages of the Property, if any.

 

8. Cost of all maintenance service agreements, including those for equipment, alarm service, window cleaning, drapery or Venetian blind cleaning, janitorial services, pest control, uniform supply, plant maintenance, landscaping, and any parking equipment.

 

9. Cost of all other repairs, replacements and general maintenance of the Property and Building not specified above, but excluding any such costs incurred by Landlord in connection with work performed for any other tenant in the Building that does not benefit all tenants in the Building.

 

10. The amortized cost of capital improvements made to the Building or the Property which are: (a) primarily for the purpose of reducing operating expense costs or otherwise improving the operating efficiency

 

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of the Property or Building; or (b) required to comply with any laws, rules or regulations of any governmental authority or a requirement of Landlord’s insurance carrier. The cost of such capital improvements shall be amortized over a period of five (5) years and shall, at Landlord’s option, include interest at a rate that is reasonably equivalent to the interest rate that Landlord would be required to pay to finance the cost of the capital improvement in question as of the date such capital improvement is performed, provided if the payback period for any capital improvement is less than five (5) years, Landlord may amortize the cost of such capital improvement over the payback period.

 

11. Any other expense or charge of any nature whatsoever which, in accordance with general industry practice with respect to the operation of a first-class office building, would be construed as an operating expense.

 

In addition, if Landlord incurs any costs and expenses in connection with the operation, maintenance, repair, management or ownership of the Building and one or more other buildings, such costs and expenses shall be equitably prorated between the Building and such other buildings and the Building’s equitable share thereof shall be included in Basic Costs. Basic Costs shall not include the cost of capital improvements (except as set forth above and as distinguished from replacement parts or components purchased and installed in the ordinary course), depreciation, interest (except as provided above with respect to the amortization of capital improvements), lease commissions, and principal payments on mortgage and other non-operating debts of Landlord. If the Building is not at least ninety-five percent (95%) occupied during any calendar year of the Lease Term or if Landlord is not supplying services to at least ninety-five percent (95%) of the total Rentable Area of the Building at any time during any calendar year of the Lease Term, actual Basic Costs for purposes hereof shall, at Landlord’s option, be determined as if the Building had been ninety-five percent (95%) occupied and Landlord had been supplying services to ninety-five percent (95%) of the Rentable Area of the Building during such year. If Tenant pays for its Pro Rata Share of Basic Costs based on increases over a Base Year and Basic Costs for any calendar year during the Lease Term are determined as provided in the foregoing sentence, Basic Costs for such Base Year shall also be determined as if the Building had been ninety-five percent (95%) occupied and Landlord had been supplying services to ninety-five percent (95%) of the Rentable Area of the Building. Any necessary extrapolation of Basic Costs under this Article shall be performed by adjusting the cost of those components of Basic Costs that are impacted by changes in the occupancy of the Building (including, at Landlord’s option, Taxes) to the cost that would have been incurred if the Building had been ninety-five percent (95%) occupied and Landlord had been supplying services to ninety-five percent (95%) of the Rentable Area of the Building. In addition, if Tenant’s Pro Rata Share of Basic Costs is determined based upon increases over a Base Year and Basic Costs for the Base Year include exit and disconnection fees, standard cost charges and/or competitive transaction charges, such fees and charges may, at Landlord’s option, be imputed as a Basic Cost for subsequent years in which such fees and charges are not incurred. In no event, however, shall the amount of such imputed fees and charges exceed the actual amount of exit and disconnection fees, stranded

 

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cost charges and/or competitive transaction charges that were actually included in Basic Costs for the Base Year.

 

D. If Basic Costs for any calendar year increase by more than five percent (5%) over Basic Costs for the immediately preceding calendar year, Tenant, within ninety (90) days after receiving Landlord’s statement of actual Basic Costs for a particular calendar year, shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to review Landlord’s books and records relating to the Basic Costs for such calendar year. Within a reasonable time after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its review at either Landlord’s home office or at the office of the Building, provided that if Tenant retains an agent to review Landlord’s books and records for any calendar year, such agent must be CPA firm licensed to do business in the state in which the Building is located. Tenant shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or Tenant’s agent in connection with such review. If Tenant elects to review Landlord’s books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Basic Costs for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the ninety (90) day period provided above, Tenant shall be deemed to have approved Landlord’s statement of Basic Costs in all respects and shall thereafter be barred from raising any claims with respect thereto except in the case of fraud. Upon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s review. If Landlord and Tenant determine that Basic Costs for the calendar year in question are less than reported, Landlord shall provide Tenant with a credit against future Additional Base Rental in the amount of any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Basic Costs for the calendar year in question are greater than reported, Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to examine Landlord’s books and records or to dispute any statement of Basic Costs unless Tenant has paid to Landlord the amount due as shown on Landlord’s statement of actual Basic Costs, said payment being a condition precedent to Tenant’s right to examine Landlord’s books and records.

 

E. The term “Taxes”, which for purposes hereof, shall mean: (a) all real estate taxes and assessments on the Property, the Building or the Premises, and taxes and assessments levied in substitution or supplementation in whole or in part of such taxes, (b) all personal property taxes for the Building’s personal property, including license expenses, (c) all taxes imposed on services of Landlord’s agents and employees, (d) all other taxes, fees or assessments now or hereafter levied by any governmental authority on the Property, the Building or its contents or on the operation and use thereof except as relate to specific tenants, and (e) all costs and fees incurred in connection with seeking reductions in or refunds in Taxes including, without limitation, any costs incurred by Landlord to challenge the tax valuation of the Building, but excluding income, gross receipts or similar taxes imposed upon Landlord. For the purpose of

 

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determining real estate taxes and assessments for any given calendar year, the amount to be included in Taxes for such year shall be as follows: (1) with respect to any special assessment that is payable in installments Taxes for such year shall include the amount of the installment (and any interest) due and payable during such year; and (2) with respect to all other real estate taxes, Taxes for such year shall, at Landlord’s election, include either the amount accrued, assessed or otherwise imposed for such year or the amount due and payable for such year, provided that Landlord’s election shall be applied consistently throughout the Lease Term. If a reduction in Taxes is obtained for any year of the Lease Term during which Tenant paid its Pro Rata Share of Basic Costs, then Basic Costs for such year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on such adjustment. Likewise if a reduction is subsequently obtained for Taxes for the Base Year (if Tenant’s Pro Rata Share is based upon increases in Basic Costs over a Base Year), Basic Costs for the Base Year shall be restated and the Excess for all subsequent years recomputed. Tenant shall pay to Landlord Tenant’s Pro Rata Share of any such increase in the Excess within thirty (30) days after Tenant’s receipt of a statement therefor from Landlord.

 

F. Tenant covenants and agrees to pay to Landlord during the Lease Term, without any setoff or deduction whatsoever, the full amount of all Base Rental and Additional Base Rental due hereunder. In addition, Tenant shall pay and be liable for, as additional rent, all rental, sales and use taxes or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority upon any payments of Base Rental or additional rent, such payments to be in addition to all other payments required to be paid to Landlord by Tenant under the terms and conditions of this Lease. Any such payments shall be paid concurrently with the payments of the Rent on which the tax is based. The Base Rental, Tenant’s Pro Rata Share of Basic Costs and any recurring monthly charges due hereunder shall be due and payable in advance on the first day of each calendar month during the Lease Term without demand, provided that the installment of Base Rental for the first full calendar month of the Lease Term shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before ten (10) days after billing by Landlord. If the Lease Term commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month, then the monthly Base Rental and Tenant’s Pro Rata Share of Basic Costs for such month shall be prorated for the number of days in such month occurring within the Lease Term based on a fraction, the numerator of which is the number of days of the Lease Term that fell within such calendar month and the denominator of which is thirty (30). All such payments shall be by a good and sufficient check. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct amount of Rent due under this Lease shall be deemed to be other than a payment on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other available remedy. The acceptance by Landlord of any Rent on a date after the due date of such payment shall not be construed to be a waiver of Landlord’s right to declare a default for any other late payment. Tenant’s covenant to pay Rent shall be independent of every other covenant set forth in this Lease.

 

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G. All Rent not paid when due and payable shall bear interest from the date due until paid at the lesser of: (1) eighteen percent (18%) per annum; or (2) the Maximum Rate. In addition, if Tenant fails to pay any installment of Rent when due and payable hereunder, a service fee equal to five percent (5%) of such unpaid amount will be due and payable immediately by Tenant to Landlord.

 

H. In lieu of requiring Tenant to pay Rent by good and sufficient check in the manner described in Section IV.F. above, Landlord shall have the right in its sole and absolute discretion to require Tenant to pay Rent by means of an automated debit system (the “Automatic Debit System”) whereby any or all payments of Rent shall be debited from Tenant’s account in a bank or financial institution designated by Tenant and credited to Landlord’s account in a bank or financial institution designated by Landlord. In the event Landlord elects to have Tenant pay all or any portion of Rent by means of the Automatic Debit System, Tenant, within thirty (30) days after written request by Landlord, shall execute and deliver to Landlord any authorizations, certificates or other documentation as may be required to establish and give effect to the Automatic Debit System. If Landlord elects to have less than all items of Rent paid by the Automatic Debit System, Landlord shall advise Tenant in writing as to those items of Rent that will be paid by the Automatic Debit System (e.g. Base Rental only or Base Rental and Tenant’s Pro Rata Share of Basic Costs only). Either party shall have the right to change its bank or financial institution from time to time, provided that Tenant, no less than thirty (30) days prior to the effective date of any such change, shall provide Landlord with written notice of such change and any and all authorizations, certificates or other documentation as may be required to establish and give effect to the Automatic Debit System at Tenant’s new bank or financial institution. Tenant shall promptly pay all service fees and other charges imposed upon Landlord or Tenant in connection with the Automatic Debit System, including, without limitation, any charges resulting from insufficient funds in Tenant’s bank account. In the event that any Rent is not paid on time as a result of insufficient funds in Tenant’s account, Tenant shall be liable for any interest and/or service fee in accordance with Section IV.G. above. Tenant shall remain liable to Landlord for all payments of Rent due hereunder regardless of whether Tenant’s account is incorrectly debited in any given month, it being agreed that a debit of less than the full amount of Rent due shall not be construed as a waiver by Landlord of its right to receive any unpaid balance of Rent.

 

V.

Use

 

The Premises shall be used for the Permitted Use and for no other purpose. Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal, dangerous to life, limb or property or which, in Landlord’s reasonable opinion, creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. Tenant shall conduct its business and control its agents, servants, contractors, employees, customers, licensees, and invitees in such a manner as not to interfere with, annoy or disturb other tenants, or in any way interfere with Landlord in the management and operation of the Building. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the operation of Tenant’s business and to the use, condition, configuration or occupancy of the Premises, including without limitation, the Americans with Disabilities Act (collectively referred to as “Laws”). Tenant, within ten (10) days after receipt thereof, shall provide Landlord with copies

 

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of any notices it receives with respect to a violation or alleged violation of any Laws. Tenant will comply with the rules and regulations of the Building attached hereto as Exhibit B and such other rules and regulations adopted and altered by Landlord from time to time and will cause all of its agents, servants, contractors, employees, customers, licensees and invitees to do so. All changes to such rules and regulations will be reasonable and shall be sent by Landlord to Tenant in writing.

 

VI.	Security Deposit

 

The Security Deposit shall be held by Landlord without liability for interest (except as required by law) and as security for the performance of Tenant’s obligations under this Lease. The Security Deposit shall not be considered an advance payment of Rent or a measure of Tenant’s liability for damages. Landlord may, from time to time, without prejudice to any other remedy, use all or a portion of the Security Deposit to make good any arrearage of Rent, to repair damages to the Premises, to clean the Premises upon termination of this Lease or otherwise to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, after Tenant surrenders the Premises to Landlord in accordance with this Lease and all amounts due Landlord from Tenant are finally determined and paid by Tenant or through application of the Security Deposit, the balance of the Security Deposit remaining after any such application shall be returned to Tenant. If Landlord transfers its interest in the Premises during the Lease Term, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit. Tenant agrees to look solely to such transferee or assignee for the return of the Security Deposit. Landlord and its successors and assigns shall not be bound by any actual or attempted assignment or encumbrance of the Security Deposit by Tenant, provided, however, if Tenant’s interest in this Lease has been assigned, Landlord shall, provided that Landlord has been furnished with a fully executed copy of the agreement assigning such Security Deposit, return the Security Deposit to such assignee in accordance with the terms and conditions hereof. If Landlord returns the Security Deposit to Tenant’s assignee as aforesaid, Landlord will have no further obligation to any party with respect thereto. Landlord shall not be required to keep the Security Deposit separate from its other accounts.

 

VII.	Services to be Furnished by Landlord

 

A. Landlord, as part of Basic Costs (except as otherwise provided), agrees to furnish Tenant the following services:

 

1. Water for use in the lavatories on the floor(s) on which the Premises is located. If Tenant desires water in the Premises for any approved reason, including a private lavatory or kitchen, cold water shall be supplied, at Tenant’s sole cost and expense, from the Building water main through a line and fixtures installed at Tenant’s sole cost and expense with the prior reasonable consent of Landlord. If Tenant desires hot water in the Premises, Tenant, at its sole cost and expense and subject to the prior reasonable consent of Landlord, may install a hot water heater in the Premises. Tenant shall be solely responsible for maintenance and repair of any such hot water heater.

 

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2. Central heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as are considered by Landlord, in its reasonable judgment, to be standard for buildings of similar class, size, age and location, or as required by governmental authority. In the event that Tenant requires central heat, ventilation or air conditioning at hours other than Normal Business Hours, such central heat, ventilation or air conditioning shall be furnished to Tenant via Tenant’s utilizing dial in phone system. If Tenant requests Landlord to program for after hours use, then Tenant shall provide written request delivered to Landlord at the office of the Building prior to 3:00 P.M. at least one Business Day in advance of the date for which such usage is requested. Tenant shall pay Landlord, as Additional Base Rental, the entire cost of additional service, currently $25.00 per hour, and as such costs are determined by Landlord from time to time.

 

3. Maintenance and repair of all Common Areas in the manner and to the extent reasonably deemed by Landlord to be standard for buildings of similar class, size, age and location.

 

4. Janitor service on Business Days; provided, however, if Tenant’s use, floor covering or other improvements, require special services, Tenant shall pay the additional cost reasonably attributable thereto as Additional Base Rental.

 

5. Passenger elevator service in common with other tenants of the Building.

 

6. Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions set forth in Article XI of this Lease.

 

a) The failure by Landlord to any extent to furnish, or the interruption or termination of, any services in whole or in part, resulting from adherence to laws, regulations and administrative orders, wear, use, repairs, improvements, alterations or any causes beyond the reasonable control of Landlord shall not render Landlord liable in any respect nor be construed as a constructive eviction of Tenant, nor give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services for any cause cease to function properly, Landlord shall use reasonable diligence to repair such equipment or machinery.

 

b) Tenant expressly acknowledges that if Landlord, from time to time, elects to provide security services, Landlord shall not be deemed to have warranted the efficiency of any security personnel, service, procedures or equipment and Landlord shall not be liable in any manner for the failure of any such security personnel, services, procedures or equipment to

 

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prevent or control or apprehend anyone suspected of personal injury property damage or any criminal conduct in, on or around the Property.

 

VIII.

Leasehold Improvements

 

Any trade fixtures, unattached and movable equipment or furniture, or other personal property brought into the Premises by Tenant (“Tenant’s Property”) shall be owned and insured by Tenant. Tenant shall remove all such Tenant’s Property from the Premises in accordance with the terms of Article XXXV hereof. Any and all alterations, additions and improvements to the Premises, including any built-in furniture (collectively “Leasehold Improvements”) shall be owned and insured by Landlord and shall remain upon the Premises, all without compensation, allowance or credit to Tenant. Landlord may, nonetheless, at any time prior to, or within six (6) months after, the expiration or earlier termination of this Lease or Tenant’s right to possession, require Tenant to remove any Leasehold Improvements performed by or for the benefit of Tenant and all electronic, phone and data cabling as are designated by Landlord (the “Required Removables”) at Tenant’s sole cost. In the event that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Lease or Tenant’s right to possession. In addition to Tenant’s obligation to remove the Required Removables, Tenant shall repair any damage caused by such removal and perform such other work as is reasonably necessary to restore the Premises. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant’s sole cost and expense, may remove, store, sell and/or dispose of the Required Removables and perform such required repairs and restoration work. Tenant, within five (5) days after demand from Landlord, shall reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the Required Removables.

 

IX.

Graphics

 

Landlord shall provide and install at Tenant’s sole cost and expense, any suite numbers and Tenant identification on the exterior of the Premises using the standard graphics for the Building. Tenant shall not be permitted to install any signs or other identification without Landlord’s prior written consent.

 

X.	Repairs and Alterations

 

A. Except to the extent such obligations are imposed upon Landlord hereunder, Tenant, at its sole cost and expense, shall perform all maintenance and repairs to the Premises as are necessary to keep the same in good condition and repair throughout the entire Lease Term ordinary wear and tear excepted. Tenant’s repair and maintenance obligations with respect to the Premises shall include, without limitation, any necessary repairs with respect to: (1) any carpet or other floor covering, (2) any interior partitions, (3) any interior doors, (4) the interior sides of any demising walls, (5) any telephone and computer cabling that serves Tenant’s equipment exclusively, (6) any supplemental air conditioning units, private showers and kitchens, including any plumbing in connection therewith, and similar facilities serving Tenant exclusively, and (7) any alterations, additions or improvements performed by contractors retained by Tenant. All such work shall be performed in accordance with section X.B. below and the

 

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rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. If Tenant fails to make any necessary repairs to the Premises, Landlord may, at its option, make such repairs, and Tenant shall pay the cost thereof to the Landlord on demand as Additional Base Rental, together with an administrative charge in an amount equal to ten percent (10%) of the cost of such repairs. Landlord shall, at its expense (except as included in Basic Costs), keep and maintain in good repair and working order and make all repairs to and perform necessary maintenance upon: (a) all structural elements of the Building; and (b) all mechanical, electrical and plumbing systems that serve the Building in general; and (c) the Building facilities common to all tenants including, but not limited to, the ceilings, walls and floors in the Common Areas.

 

B. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises without first obtaining the prior written consent of Landlord in each such instance. Prior to commencing any such work and as a condition to obtaining Landlord’s consent, Tenant must furnish Landlord with plans and specifications reasonably acceptable to Landlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in accordance with Article XVI section B. hereof; and payment bond or other security, all in form and amount satisfactory to Landlord. All such improvements, alterations or additions shall be constructed in a good and workmanlike manner using Building Standard materials or other new materials of equal or greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Building, shall have the right to designate the time when any such alterations, additions and improvements may be performed and to otherwise designate reasonable rules, regulations and procedures for the performance of work in the Building. Upon completion, Tenant shall furnish “as-built” plans, contractor’s affidavits and full and final waivers of lien and receipted bills covering all labor and materials. All improvements, alterations and additions shall comply with all insurance requirements, codes, ordinances, laws and regulations, including without limitation, the Americans with Disabilities Act. Tenant shall reimburse Landlord upon demand as Additional Base Rental for all sums, if any, expended by Landlord for third party examination of the architectural, mechanical, electric and plumbing plans for any alterations, additions or improvements. In addition, if Landlord so requests, Landlord shall be entitled to oversee the construction of any alterations, additions or improvements that may affect the structure of the Building or any of the mechanical, electrical, plumbing or life safety systems of the Building. In the event Landlord elects to oversee such work, Landlord shall be entitled to receive a fee for such oversight in an amount equal to fifteen percent (15%) of the cost of such alterations, additions or improvements. Landlord’s approval of Tenant’s plans and specifications for any work performed for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations or that the alterations, additions and improvements constructed in accordance with such plans and specifications will be adequate for Tenant’s use.

 

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XI.	Use of Electrical Services by Tenant

 

A. All electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant either: (1) through inclusion in Base Rental and Basic Costs (except as provided in Section XI.B. below with respect to excess usage); or (2) by a separate charge billed directly to Tenant by Landlord and payable by Tenant as Additional Base Rental within ten (10) days after billing; or (3) by a separate charge or charges billed by the utility company(ies) providing electrical service and payable by Tenant directly to such utility company(ies). It is understood that electrical service to the Premises may be furnished by one or more companies providing electrical generation, transmission and/or distribution services and that the cost of electricity may be billed as a single charge or divided into and billed in a variety of categories such as distribution charges, transmission charges, generation charges, public good charges or other similar categories. Landlord shall have the exclusive right to select the company(ies) providing electrical service to the Building, Premises and Property to aggregate the electrical service for the Building, Premises and Property with other buildings, to purchase electricity for the Building, Premises and Property through a broker and/or buyers group and to change the providers and/or manner of purchasing electricity from time to time. Landlord shall be entitled to receive a reasonable fee (if permitted by law) for the services provided by Landlord in connection with the selection of utility companies and the negotiation and administration of contracts for the generation of electricity. In addition, if Landlord bills Te