Exhibit 10.1
PARK RIDGE OFFICE
CENTER
BUILDING ONE
OFFICE LEASE
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LANDLORD:
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PARK RIDGE
HOLDING COMPANY
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TENANT:
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MASTECH
HOLDINGS, INC.
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Dated for reference purposes as of:
January 21, 2009
PARK RIDGE OFFICE
CENTER
Basic Lease Information
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Lease
Date:
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January 21, 2009
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Tenant:
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Mastech
Holdings, Inc., a Pennsylvania corporation
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Address:
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1000 Commerce Drive, Suite 500
Pittsburgh, PA 15275
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copy
to:
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Jenna Ford
Lacey
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Contact
Person:
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Steven J.
Shangold
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Phone:
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412.787.2100
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Landlord:
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Park Ridge
Holding Company
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Address:
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c/o Grubb & Ellis Management Services,
Inc.
600 Six PPG Place
Pittsburgh, PA 15222
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copy
to:
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Jacqui Fiske Lazo, Esquire
Buchanan Ingersoll & Rooney PC
301 Grant Street, 20th Floor
Pittsburgh, PA 15219
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Phone:
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(412)
281-0100
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Building:
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As described in
Article 1 of the Lease.
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Total Rentable
Area of Building Office Space:
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99,066 Rentable
Square Feet.
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Floor(s):
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Fifth
floor
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Rentable
Area:
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Approximately
11,187 square feet comprising a portion of the Fifth floor of the
Building.
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Term:
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5 years, 4
months
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Proposed Commencement Date:
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May 1,
2009
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Expiration Date
(subject to Lease Provisions):
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August 31,
2014
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Use:
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General office
use
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Annual Base
Rental:
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Period
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Rate Per
Square Foot
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Annual Rent
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Monthly Rent
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May 1, 2009 -
August 31, 2009
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$
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0/SF
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$
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0
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$
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0
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September 1,
2009 - August 31, 2010
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$
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17.25/SF
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$
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192,975.75
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$
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16,081.31
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September 1,
2010 - August 31, 2011
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$
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17.50/SF
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$
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195,772.50
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$
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16,314.38
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September 1,
2011 - August 31, 2012
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$
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17.75/SF
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$
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198,569.25
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$
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16,547.44
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September 1,
2012 - August 31, 2013
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$
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18.00/SF
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$
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201,366.00
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$
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16,780.50
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September 1,
2013 - August 31, 2014
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$
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18.25/SF
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$
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204,162.75
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$
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17,013.56
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Tenant’s Share of Excess
Expenses (Subject to Lease Provisions):
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11.3%
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Tenant’s Share of Excess
Taxes (Subject to Lease Provisions):
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11.3%
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Excess Taxes
Base:
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2009
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Excess Expenses
Base:
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2009
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Security
Deposit:
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$0.00
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Landlord’s Broker:
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Grubb &
Ellis Company
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Tenant’s
Broker:
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GVA
Oxford
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The foregoing Basic Lease
Information is hereby incorporated into and made a part of this
Lease.
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PARK RIDGE
HOLDING COMPANY
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MASTECH
HOLDINGS, INC.
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By:
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By:
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TABLE OF CONTENTS
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PAGE
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1.
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PREMISES.
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1
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2.
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TERM.
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1
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3.
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ANNUAL BASE
RENTAL; ADDITIONAL RENT.
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1
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4.
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ADDITIONAL
RENT FOR EXCESS OPERATING EXPENSES AND TAXES.
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2
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5.
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TERMS OF
PAYMENT.
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6
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6.
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CONSTRUCTION
OF THE PREMISES.
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6
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7.
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COMMON AREA
MAINTENANCE.
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7
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8.
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CONDUCT OF
BUSINESS BY TENANT.
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8
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9.
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ALTERATIONS
AND TENANT’S PROPERTY.
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8
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10.
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REPAIRS.
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9
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11.
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LIENS.
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10
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12.
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COMPLIANCE
WITH LAWS AND INSURANCE REQUIREMENTS.
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10
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13.
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SUBORDINATION.
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11
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14.
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INABILITY TO
PERFORM.
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12
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15.
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DESTRUCTION.
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12
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16.
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EMINENT
DOMAIN.
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13
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17.
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ASSIGNMENT.
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15
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18.
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SUBLETTING.
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17
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19.
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UTILITIES.
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18
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20.
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DEFAULT.
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20
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21.
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INDEMNITY.
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23
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22.
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TENANT’S INSURANCE.
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24
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23.
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LIMITATION
ON LANDLORD’S LIABILITY.
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25
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24.
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ACCESS TO
PREMISES.
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25
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25.
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NOTICES.
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26
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26.
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NO
WAIVER.
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26
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27.
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TENANT’S CERTIFICATES.
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27
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28.
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RULES AND
REGULATIONS.
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27
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29.
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SECURITY
DEPOSIT.
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27
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30.
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AUTHORITY.
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27
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31.
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MISCELLANEOUS.
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28
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32.
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RENEWAL
RIGHTS.
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33
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33.
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OPTION TO
TERMINATE.
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33
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34.
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LANDLORD
IMPROVEMENTS.
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34
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EXHIBIT A - FLOOR PLAN
EXHIBIT B - DESCRIPTION OF
LAND
EXHIBIT C - RULES AND
REGULATIONS
EXHIBIT D - LANDLORD’S
IMPROVEMENT PLANS
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OFFICE LEASE
THIS LEASE is made and entered into
this 21st day of January, 2009, by and between PARK RIDGE
HOLDING COMPANY (herein called “Landlord”), and
MASTECH HOLDINGS, INC. (herein called
“Tenant”).
WITNESSETH:
Landlord and Tenant hereby covenant
and agree as follows:
1. PREMISES .
Upon and subject to the terms,
covenants and conditions hereinafter set forth, Landlord hereby
leases to Tenant and Tenant hereby hires from Landlord those
premises (herein called the “Premises”) in the building
known as Park Ridge Office Center, Building One, in Findlay
Township, Pennsylvania (herein called the “Building”),
comprising the area substantially as shown on the floor plan or
plans attached hereto as Exhibit A. The Premises are located on the
floors of the Building that are specified in the Basic Lease
information. The term “Building” includes the land upon
which the Building stands and which is described in Exhibit B
attached hereto (the “Land”), all easements and rights
appurtenant to the Land and Building, all parking facilities
located on the Land, and all improvements serving the Building and
designated from time-to-time by Landlord as Land or common areas
appurtenant to the Building, together with utilities, facilities,
drives, walkways and other amenities appurtenant to or servicing
the Building.
2. TERM .
The Premises are leased for a term
(herein called the “Term”) of five (5) years, four
(4) months, to commence on May 1, 2009 (the
“Commencement Date”) and expire on August 31, 2014
(the “Expiration Date”).
3. ANNUAL BASE RENTAL; ADDITIONAL
RENT .
3.1 Commencing on the Commencement
Date and subject to Section 3.3, Tenant shall pay to Landlord
during the Term the Annual Base Rental specified in the Basic Lease
Information (herein called the “Annual Base Rental”),
which sum shall be payable by Tenant in equal consecutive monthly
installments on or before the first day of each month, in advance,
at the address specified for Landlord in the Basic Lease
Information, or such other place as Landlord shall designate,
without any prior demand therefor and without any deductions,
counterclaims or setoffs whatsoever. If the Commencement Date
should occur on a day other than the first day of a calendar month,
or the Expiration Date should occur on a day other than the last
day of a calendar month, then the monthly installment of Annual
Base Rental for such fractional month shall be prorated upon a
daily basis based upon a thirty (30) day month. Tenant shall
have the right to audit all operating expense and real estate tax
reports once per year. All such statements shall be prepared in
accordance with GAAP. If such reports are over-stated by five
percent or more, Landlord shall be responsible for the cost of the
audit and Tenant shall have the right to conduct additional
audits.
3.2 Tenant shall pay to Landlord all
charges and other amounts required under this Lease and the same
shall constitute additional rent hereunder (herein called
“Additional Rent”), including, without limitation, any
sums due resulting from the provisions of Articles 4 and 19 hereof.
All such amounts and charges shall be payable to Landlord at the
place where the Annual Base Rental is payable. Landlord shall have
the same remedies for a default in the payment of Additional Rent
as for a default in the payment of Annual Base Rental.
3.3 Tenant shall have a free rent
period of four (4) months beginning on the Commencement
Date.
4. ADDITIONAL RENT FOR EXCESS
OPERATING EXPENSES AND TAXES .
4.1 For purposes of this Article 4,
the following terms shall have the meanings hereinafter set
forth:
(a) “Tenant’s Share of
Excess Expenses” for any Expense Year (as hereinafter
defined) shall be calculated by multiplying the amount of Excess
Expenses (as hereinafter defined) by the fraction which is derived
by dividing the Rentable Area of the Premises by the Total Rentable
Area of Building Office Space.
(b) “Tenant’s Share of
Excess Taxes” for any Tax Year (as hereinafter defined) shall
be calculated by multiplying the amount of Excess Taxes (as
hereinafter defined) by the fraction which is derived by dividing
the Rentable Area of the Premises by the total Rentable Area of the
Building.
(c) “Tax Year” shall
mean each twelve (12) consecutive month period commencing
January 1st of each year during the Term, provided that
Landlord, upon notice to Tenant, may change the Tax Year from
time-to-time to any other twelve (12) consecutive month period
and, in the event of any such change, Tenant’s share of
Excess Taxes (as hereinafter defined) shall be equitably adjusted
for the Tax Years involved in any such change.
(d) “Real Estate Taxes”
shall mean all taxes, assessments and charges levied upon or with
respect to the Building or any improvements, fixtures and equipment
of Landlord used in the operation thereof, or Landlord’s
interest in the Building or such other property. Real Estate Taxes
shall include, without limitation, all general real property taxes
and general and special assessments, charges, fees or assessments
for all governmental services or purported benefits to the
Building, service payments in lieu of taxes, all business privilege
taxes, and any tax, fee or excise on the act of entering into this
Lease or any other lease of space in the Building, or on the use or
occupancy of the Building or any part thereof, or on the rent
payable under any Lease or in connection with the business of
renting space under any lease or in connection with the business of
renting space in the Building, that are now or hereafter levied or
assessed against Landlord by the United States of America, the
Commonwealth of Pennsylvania, or any political subdivision, public
corporation, district or other political or public entity, and
shall also include any other tax, fee or other excise, however
described, that may be levied or assessed as a substitute for, or
as an addition to, in whole or in part, any other Real Estate
Taxes
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(including, without limitation, any municipal
income tax) and any license fees, tax measured or imposed upon
rents, or other tax or charge upon Landlord’s business of
leasing the Building, whether or not now customary or in the
contemplation of the parties on the date of this Lease. Real Estate
Taxes shall not include transfer, inheritance or capital stock
taxes or income taxes measured by the net income of Landlord from
all sources, unless, due to a change in the method of taxation or
any of such taxes is levied or assessed against Landlord as a
substitute for, or as an addition to, in whole or in part, any
other tax that would otherwise constitute a Real Estate Tax. Real
Estate Taxes shall also include reasonable legal fees, costs and
disbursements incurred in connection with proceedings to contest,
determine or reduce Real Estate Taxes. If Real Estate taxes are
reduced for any reason ( i.e. , successful proceedings to
contest taxes, etc.), then the reduction should be passed on to
Tenant; provided, however, that no reduction shall result in an
amount that would be less than the Base Year amount. In the event
that Real Estate Taxes are replaced with a tax on Tenant’s
income, operations or other element that may be described as a
Tenant based tax, then Landlord will reduce Tenant’s rent by
the taxed amount even if such action shall reduce Tenant’s
share of Real Estate Taxes below the Base Year amount.
(e) “Excess Taxes” with
respect to any Tax Year shall mean the amount, if any, by which
Real Estate Taxes for such Tax Year exceed the product obtained by
multiplying the number of square feet of Total Rentable Area of
Building by the Excess Taxes Base set forth in the Basic Lease
Information.
(f) “Expense Year” shall
mean each twelve (12) consecutive month period commencing
January 1st of each year during the Term, provided that
Landlord, upon notice to Tenant, may change the Expense Year from
time-to-time to any other twelve (12) consecutive month
period, and, in the event of any such change, Tenant’s Share
of Excess Expenses (as hereinafter defined) shall be equitably
adjusted for the Expense Years involved in any such
change.
(g) “Expenses” shall
mean the total cost and expenses paid or incurred by Landlord in
connection with the management, operation, maintenance and repair
of the Total Rentable Area of Building Office Space, including,
without limitation, (i) building supplies and equipment, the
cost of air conditioning, electricity, steam, water, sewer rental
and charges, heating, mechanical, ventilating and elevator systems,
and all other utilities, and the cost of supplies and equipment and
maintenance and service contracts in connection therewith, and all
taxes on such utilities; (ii) the cost of repairs, general
maintenance, cleaning and janitorial services; (iii) the cost
of fire, extended coverage, boiler, machinery, sprinkler, public
liability, property damage, earthquake, flood and other insurance
and bonds; (iv) wages, salaries and other labor costs,
including taxes, insurance, retirement, medical, workers’
compensation, and other employee benefits; (v) fees, charges
and other costs, including management fees, consulting fees, legal
fees and accounting fees, of all independent contractors engaged by
Landlord or reasonably charged by Landlord if Landlord performs
management services; (vi) the cost of supplying, maintaining
and operating security systems and service for the Building;
(vii) the cost of supplying, replacing and cleaning employee
uniforms; (viii) the cost of any capital improvements made to
the Building and substantially benefitting the Total Rentable Area
of Building Office Space after completion of construction such
capital improvements as a labor-saving device or to effect other
economics in the operation or maintenance of the Building, or made
to the Building after the date of this Lease, that are required
under any governmental
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law or regulation that was not applicable to the
Building at the time that permits for the construction thereof were
obtained, such cost to be amortized over such reasonable period as
Landlord shall determine, together with interest on the unamortized
balance at the rate of fifteen percent (15%) per annum or such
higher rate as may have been paid by Landlord on funds borrowed for
the purpose of constructing such capital improvements;
(ix) costs incurred in the preparation of Landlord’s Tax
Statement (as defined hereafter) and Landlord’s Expense
Statement (as defined hereafter); and (x) any other expenses
of any other kind whatsoever reasonably incurred in managing,
operating, maintaining, and repairing all or any part of the Total
Rentable Area of Building Office Space. Notwithstanding the
foregoing, “Expenses” shall not include above-standard
use of utilities by other tenants within the Building, costs
associated with renovation to the common areas of the Building, if
any, necessary to bring such areas into compliance with the
Americans with Disabilities Act, 42 U.S.C. §1201 et. seq.
(“ADA”) and “capital expenditures” to the
Building, as such term may be defined by the United States tax
code, or any court of competent jurisdiction interpreting the
same.
The total cost and expenses paid or
incurred by Landlord in connection with the following items shall
not be included as “Expenses”: (i) utility
expenses which are separately metered for any individual tenant in
the Building; (ii) any expense for which Landlord in
reimbursed by a specific tenant by reason of a special agreement or
requirement of the occupancy of the Building by such tenant;
(iii) expenses for services provided by Landlord for the
exclusive benefit of a given tenant or tenants for which Landlord
is directly reimbursed by such tenant or tenants; and
(iv) costs incurred by Landlord in the leasing of space in the
Building or procuring new tenants. For purposes of such
calculations, expenses shall be increased to what they would have
been if the Total Rentable Area of Building Office Space was
ninety-five (95%) occupied and Landlord paid such expenses
during any period in which the Total Rentable Area of Building
Office Space is less than ninety-five percent (95%) occupied.
Tenant shall have the right to review a detailed breakdown of
Expenses and Real Estate Taxes.
(h) “Excess Expenses”
with respect to any Expense Year shall mean the amount, if any, by
which Expenses for such Expense Year exceed the product obtained by
multiplying the number of square feet of Total Rentable Area of
Building Office Space by the Excess Expenses Base set forth in the
Basic Lease Information.
4.2 Tenant shall pay to Landlord on
account of Tenant’s Share of Excess Taxes and as Additional
Rent one twelfth (1/12th) of the amount of Tenant’s
Share of Excess Taxes for each Tax Year on or before the first day
of each month during such Tax Year, in advance, in an amount
estimated by Landlord and billed by Landlord to Tenant; provided
that Landlord shall have the right initially to determine such
monthly estimates and to revise such estimates from time-to-time.
With reasonable promptness after Landlord has received the tax
bills for any Tax Year, Landlord shall furnish Tenant with a
statement (herein called “Landlord’s Tax
Statement”) setting forth the amount of Real Estate Taxes for
such Tax Year and the amount of Tenant’s Share of Excess
Taxes, if any. If the actual amount of Tenant’s Share of
Excess Taxes for such Tax Year exceeds the estimated amount of
Tenant’s Share of Excess Taxes paid by Tenant for such
difference between the amount paid by Tenant and the actual Tax
Year and the amount of Tenant’s Share of actual amount of
Tenant’s Share of Excess Taxes estimated amount of
Tenant’s Share of Excess Tax Year, then Tenant shall pay to
Landlord the difference between the amount of estimated
Tenant’s Share of Excess Taxes paid by Tenant and the
actual
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amount of Tenant’s Share of Excess Taxes
within thirty (30) days after receipt of Landlord’s Tax
Statement, and if the total amount of estimated Tenant’s
Share of Excess Taxes paid by Tenant for any such Tax Year shall
exceed the actual amount of Tenant’s Share of Excess Taxes
for such Tax Year, then such excess shall be credited against the
next installment of the estimated amount of Tenant’s Share of
Excess Taxes due from Tenant to Landlord hereunder.
4.3 Tenant shall pay to Landlord on
account of Tenant’s Share of Excess Expenses and an
Additional Rent one twelfth (1/12th) of the amount of
Tenant’s Share of Excess Expenses for each Expense Year on or
before the first day of each month of such Expense Year, in
advance, in an amount estimated by Landlord and billed by Landlord
to Tenant; provided that Landlord shall have the right initially to
determine such monthly estimates and to revise such estimates from
time-to-time. With reasonable promptness after the expiration of
each Expense Year, Landlord shall furnish Tenant with a statement
(herein called “Landlord’s Expense Statement”),
certified by an officer of the managing agent of Landlord, setting
forth in reasonable detail the Expenses for the Expense Year, and
the amount of Tenant’s Share of Excess Expenses, if any. If
the actual amount of Tenant’s Share of Excess Expenses for
such Expense Year exceeds the estimated amount of Tenant’s
Share of Excess Expenses paid by Tenant for such Expense Year, then
Tenant shall pay to Landlord the difference between the amount of
estimated Tenant’s Share of Excess Expenses paid by Tenant
and the actual Amount of Tenant’s Share of Excess Expenses
within fifteen (15) days after the receipt of Landlord’s
Expense Statement, and if the total amount of estimated
Tenant’s Share of Excess Expenses paid by Tenant for any such
Expense Year shall exceed the actual amount of Tenant’s Share
of Excess Expenses for such Expense Year, then such excess shall be
credited against the next installment of the estimated amount of
Tenant’s Share of Excess Expenses due from Tenant to Landlord
hereunder.
4.4 If the Commencement Date or
Expiration Date of this Lease shall occur on a date other than the
beginning or end of a Tax Year or Expense Year, the amount of
Tenant’s Share of Excess Taxes, if any, and the amount of
Tenant’s Share of Excess Expenses, if any, for the Tax Year
and the Expense Year in which the Commencement Date or Expiration
Date falls shall be in the proportion that the number of days in
such partial year in which the Commencement Date or Expiration Date
occurs bears to 365; provided, however, Landlord may, pending the
determination of the amount, if any, of Excess Taxes and Excess
Expenses for such partial Tax Year and Expense Year, furnish Tenant
with statements of estimated Excess Taxes, estimated Excess
Expenses, and the amount of Tenant’s Share of each for such
partial Tax Year and Expense Year. Within fifteen (15) days
after receipt of such estimated statement, Tenant shall remit to
Landlord, as Additional Rent, the amount of Tenant’s Share of
such Excess Taxes and Tenant’s Share of such Excess Expenses.
After such Excess Taxes and such Excess Expenses have been finally
determined and Landlord’s Tax Statement and Landlord’s
Expense Statement have been furnished to Tenant pursuant to
Sections 4.2 and 4.3 hereof, then, if there shall have been an
underpayment of the amount of either Tenant’s Share of Excess
Taxes or Tenant’s Share of Excess Expenses, Tenant shall
remit the amount of such underpayment to Landlord within fifteen
(15) days of receipt of such statements, and, if there shall
have been an overpayment, Landlord shall remit the amount of any
such overpayment to Tenant within fifteen (15) days of the
issuance of such statements.
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5. TERMS OF PAYMENT
.
5.1 Tenant shall pay to Landlord,
within fifteen (15) days after delivery by Landlord to Tenant
of bills or statements therefor, (a) sums equal to all
expenditures made and monetary obligations incurred by Landlord
including, without limitation, expenditures made and obligations
incurred for reasonable counsel fees, in connection with the
remedying by Landlord for Tenant’s account pursuant to the
provisions of Article 20 hereof; (b) sums equal to all losses,
costs, liabilities, damages and expenses referred to in Article 20
hereof; (c) sums equal to all expenditures made and monetary
obligations incurred by Landlord, including, without limitation,
expenditures made and obligations incurred for reasonable counsel
fees, in collecting or attempting to collect the Annual Base
Rental, any Additional Rent or any other sum of money accruing
under this Lease or in enforcing or attempting to enforce any
rights of Landlord under this Lease or pursuant to law; and
(d) all other sums of money (other than Annual Base Rental and
Additional Rent which are to be due and payable) accruing from
Tenant to Landlord under the provisions of this Lease. Any sum of
money (other than Annual Base Rental) accruing from Tenant to
Landlord pursuant to any provision of this Lease whether prior to
or after the Commencement Date, may, at Landlord’ s option,
be deemed Additional Rent. All obligations of the Tenant under this
Lease, including without limitation the Tenant’s obligations
under this Section 5.1, shall survive the expiration or sooner
termination of the Term.
5.2 If Tenant shall fail to pay any
Annual Base Rental or Additional Rent after the date the same is
due and payable, such unpaid amounts shall be subject to a late
payment charge equal to five percent (5%) above the
“prime rate” of interest announced from time to time by
PNC Bank (the “Default Rate”) plus a two percent
(2%) per month late fee charge on all such unpaid amounts in
each instance to cover Landlord’ s additional administrative
costs and cost of funds resulting from Tenant’s failure. Such
late payment charge shall be paid to Landlord together with such
unpaid amounts. Such late payment charge shall not diminish or
impair any other remedies available to Landlord.
6. TENANT IMPROVEMENT
.
6.1 Tenant shall be entitled to an
allowance from the Landlord in the amount of One Hundred Twenty
Thousand and 00/100 ($120,000.00) (the “Tenant
Allowance”), subject to the following:
(a) The Tenant Allowance shall be
used for alterations to the Premises (the “Tenant
Improvements”). Landlord must approve any Tenant Improvements
in writing before any Tenant Improvements begin. Tenant shall
request Landlord’s written approval of any Tenant
Improvements only by written notice and Landlord shall not
unreasonably withhold or delay its approval of any proposed Tenant
Improvements. If Landlord withholds its approval to any proposed
Tenant Improvements, it shall provide Tenant written notice
thereof, which notice shall include Landlord’s reasons
therefor.
(b) Landlord shall be responsible
for obtaining a building permit and any other permits required to
complete the Tenant Improvements.
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(c) The Tenant Improvements shall be
performed by Landlord or Landlord’s contractor (the
“Landlord’s Contractor”). Landlord will pay
Landlord’s Contractor directly for the Tenant Improvements,
up to an amount equal to the Tenant Allowance, or if applicable, an
amount equal to the Tenant Allowance and the Additional Tenant
Allowance (as hereinafter defined).
(d) The Tenant Improvements shall be
scheduled in a manner that does not unreasonably interrupt the use
and occupancy of other areas of the Building.
(e) Any excess cost of Tenant
Improvements beyond the Tenant Allowance and the Additional Tenant
Allowance shall be due and payable to Landlord within thirty
(30) days of Tenant’s receipt of Landlord’s
reasonable detailed invoice therefor, after Landlord’s
completion of Tenant’s Work.
(f) Any unused portion of the Tenant
Allowance may be credited against Annual Base Rental.
6.2 The Tenant Improvements shall be
completed in a good and workmanlike manner.
6.3 In the event that the Tenant
Allowance is insufficient to pay for the Tenant Improvements, then
Landlord shall provide to Tenant an additional allowance (the
“Additional Tenant Allowance”) up to Thirty Thousand
and 00/100 Dollars ($30,000.00) for the Tenant Improvements. In the
event Tenant draws against any or all of the Additional Tenant
Allowance (the amount drawn by the Tenant shall be the
“Allowance Amount”), then the Tenant shall pay as
Additional Rent an amount sufficient to amortize the Allowance
Amount over the Term (beginning on the Commencement Date). Any
unused portion of the Additional Tenant Allowance shall not be
credited in Tenant’s favor in any way, including (and
therefore prohibiting) a credit against Annual Base Rental.
Tenant’s right in and to any or all of the Additional Tenant
Allowance shall terminate if the same is not exhausted on or before
May 1, 2010. Landlord and Tenant shall execute a letter
agreement upon completion of the Tenant Improvements confirming the
amount of the Allowance Amount.
6.4 Tenant acknowledges and agrees
that it shall be responsible for purchasing and installing in the
Premises, at its sole cost and expense and without offset against
the Tenant Allowance or Additional Tenant Allowance, any
telecommunication or information technology equipment deemed
desirable by Tenant.
6.5 Tenant acknowledges and agrees
that Landlord has made no representations relative to the condition
of the Premises or the Building except as expressly set forth in
this Lease.
7. COMMON AREA MAINTENANCE
.
7.1 The manner in which the common
areas are maintained and operated and the expenditures therefor
shall be in accordance with Class A suburban office buildings
in the Pittsburgh, Pennsylvania area, and the use of such areas and
facilities shall be subject to such reasonable rules and
regulations as Landlord shall make from time-to-time. The term
“common
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areas” an used herein shall mean the
pedestrian sidewalks, hallways, lobby, corridors, delivery areas,
elevators and stairs not contained in the leased areas, public
bathrooms and all other areas or improvements that may be provided
by Landlord for the convenience and use of the tenants of the
Building and their respective sub-tenants, agents, employees,
customers, invitees and any other licensees of Landlord.
7.2 The purpose of attached
Exhibit A is to show the location of the Premises in the
Building and Landlord hereby reserves the right, at any time and
from time-to-time, to make alterations or additions to the Building
and the common areas. Landlord also reserves the right at any time
and from time-to-time to construct other improvements in the
Building (including within the common areas) and to enlarge same
and make alterations therein or additions thereto.
8. CONDUCT OF BUSINESS BY
TENANT .
8.1 Tenant shall use and occupy the
Premises during the Term of this Lease solely for the uses
specified in the Basic Lease Information and for no other use or
uses without the prior written consent of Landlord.
8.2 Tenant shall not use or occupy,
or permit the use or occupancy of, the Premises or any part thereof
for any use other than the sole uses specifically set forth in the
Basic Lease Information or in any illegal manner, or in any manner
that, in Landlord’s judgment, would adversely affect or
interfere with any services required to be furnished by Landlord to
Tenant or to any other tenant or occupant of the Building, or with
the proper and economical rendition of any such service, or with
the use or enjoyment of any part of the Building by any other
tenant or occupant.
9. ALTERATIONS AND TENANT’S
PROPERTY .
9.1 Tenant shall not make or permit
any additions or alterations to the mechanical, plumbing, HVAC or
electrical systems in the Building and shall not make or permit any
alterations which affect the Building, installations, additions or
improvements, structural or otherwise (herein collectively called
“Alterations”), in or to the Premises without
Landlord’s prior written consent. All Alterations permitted
by Landlord and made by or on behalf of Tenant or any person
claiming through or under Tenant shall be made and performed
(a) at Tenant’s cost and expense and at such time and in
such manner as Landlord may designate, (b) by contractors or
mechanics approved in writing in advance by Landlord, (c) so
that same shall be at least equal in quality, value, and utility to
the original work or installation, (d) in accordance with the
Rules and Regulations for the Building adopted by Landlord from
time-to-time and in accordance with all applicable laws and
regulations of governmental authorities having jurisdiction over
the Premises, (e) pursuant to plans, drawings and
specifications which have been reviewed and approved by Landlord
prior to the commencement of the Alterations, and (f) subject
to all other terms and conditions of this Lease including, but not
limited, to Article 11.
9.2 All appurtenances, fixtures,
improvements, additions and other property attached to or installed
in the Premises by Landlord or on behalf of Tenant, at
Landlord’s expense, shall be and remain the property of
Landlord. However, Landlord may require at
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Landlord’s discretion the removal by
Tenant of property which has been attached to or installed in the
Premises. Tenant shall pay to Landlord or its designees the cost of
repairs of any damages to the Premises or Building and/or losses
caused by the removal of such property. All appurtenances,
fixtures, improvements, additions and other property, whether
permanent or temporary, attached to or installed in the Premises by
Tenant, at Tenant’s expense, or at the joint expense of
Landlord and Tenant, shall be and remain the property of Tenant,
except if located above the ceiling or below the floor, as long as
Tenant removes the property without damage to the Building or the
Premises.
9.3 Any furnishings and personal
property placed in the Premises that are removable without damage
to the Building or the Premises, whether the property of Tenant or
leased by Tenant, are herein called “Tenant’s
Property”. Any replacements of any property of Landlord,
whether made at Tenant’s expense or otherwise, shall be and
remain the property of Landlord. Any of Tenant’s Property
remaining on the Premises at the expiration of the Term shall be
removed by Tenant at Tenant’s cost and expense, and Tenant
shall, at its cost and expense, repair any damage to the Premises
or the Building caused by such removal. Any of Tenant’s
Property not removed from the Premises prior to the Expiration Date
shall, after written notice to Tenant to remove Tenant’s
Property and Tenant’s failure thereafter to remove same
within ten (10) days, at Landlord’s option, become the
property of Landlord or Landlord may remove such Tenant’s
Property, and Tenant shall pay to Landlord Landlord’s cost of
removal and of any repairs in connection therewith within ten
(10) days after Tenant’s receipt of a bill therefor.
Tenant’s obligation to pay any such costs shall survive any
termination of this Lease.
10. REPAIRS .
10.1 Tenant shall take good care of
the Premises and, at Tenant’s cost and expense, shall make
all repairs and replacements, as and when Landlord deems reasonably
necessary, to preserve the Premises in good working order and in a
clean, safe and sanitary condition. Landlord shall not be liable
for and, except as provided in Article 15 hereof, there shall be no
abatement of Annual Base Rental with respect to any injury to or
interference with Tenant’s business arising from any repairs,
maintenance, alteration or improvement in or to any portion of the
Building, including the Premises, or in or to the fixtures,
appurtenances and equipment therein.
10.2 All repairs and replacements
made by or on behalf of Tenant or any person claiming through or
under Tenant shall be made and performed (a) at Tenant’s
cost and expense and at such time and in such manner as Landlord
may designate, (b) by contractors or mechanics approved in
writing in advance by Landlord, (c) so that same shall be at
least equal in quality, value, and utility to the original work or
installation, (d) in accordance with the Rules and Regulations
for the Building adopted by Landlord from time-to-time and in
accordance with all applicable laws and regulations of governmental
authorities having jurisdiction over the Premises,
(e) pursuant to plans, drawings and specifications which have
been reviewed and approved by Landlord prior to the commencement of
the repairs or replacements and subject to all other terms and
conditions of this Lease, including, but not limited to, Article
11. If Landlord gives Tenant notice of the necessity of any repairs
or replacements required to be made under Section 10.1 and
Tenant fails to commence diligently to effect the same within ten
(10) days thereafter, Landlord may proceed to make such
repairs or replacements and the expenses
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incurred by Landlord in connection therewith
shall be due and payable from Tenant upon demand as Additional
Rent; provided, that Landlord’s making any such repairs or
replacements shall not be deemed a waiver of Tenant’s default
in failing to make the same. In addition, should Landlord determine
that emergency repairs or replacements of the Premises are
necessitated, then Landlord may proceed to make such repairs or
replacements without prior notice to the Tenant and the reasonable
expenses incurred by Landlord in connection therewith shall be due
and payable from Tenant upon demand as Additional Rent.
11. LIENS .
Prior to Tenant performing, or
causing to be performed, any construction or other work on or about
the Premises for which a lien could be filed against the Premises
or the Building, Tenant shall enter into a written contract
(“Construction Contract”) with the contractor who is to
perform such work, or materialman providing materials (each a
“Contractor”), requiring that Contractor deliver to
Tenant and Landlord, as a condition to Contractor’s receipt
of any payment under the Contract, current unconditional lien
waivers from Contractor and all subcontractors, sub-subcontractors
and materialmen (as appropriate) for any prior payment and
current conditional lien waivers from Contractor and all
subcontractors, sub-subcontractors and materialmen for the payments
to be paid in connection with such current payment to the
Contractor. In addition, Contractor shall, at the request of
Landlord or Tenant, verify in an affidavit in a form approved by
Landlord that all labor and materials furnished by Contractor,
including all applicable taxes, have been paid by it up to the date
of such requested affidavit.
Notwithstanding the foregoing, if
the mechanics’ or other lien shall be filed against the
Premises and/or the Building purporting to be for labor or material
furnished or to be furnished on behalf of Tenant, or for any other
reason relating to the acts or omissions of Tenant, then Tenant
shall at its expense, cause such lien to be discharged of record by
payment, bond or otherwise within thirty (30) days after the
filing thereof. If Tenant shall fail to cause such lien to be
discharged of record within the thirty (30) day period,
Landlord may cause such lien to be discharged by payment, bond or
otherwise without investigation as to the validity thereof or as to
any offsets or defenses thereto, and Tenant shall, upon demand,
reimburse Landlord for all amounts paid and costs incurred in
connection therewith including, without limitation,
attorney’s fees and disbursements.
12. COMPLIANCE WITH LAWS AND
INSURANCE REQUIREMENTS .
12.1 Tenant, at Tenant’s cost
and expense, shall comply with all laws, orders and regulations of
federal, state, county and municipal authorities, and with all
directions, pursuant to law, of all public officers, that shall
impose any duty upon Landlord or Tenant with respect to the
Premises or the use or occupancy thereof, except that Tenant shall
not be required to make any Alterations in order to comply unless
such Alterations shall be necessitated or occasioned, in whole or
in part, by the acts, omissions or negligence of Tenant or any
person claiming through or under Tenant, or any of their servants,
employees, contractors, agents, visitors or licensees, or by the
use or occupancy or manner of use or occupancy of the Premises by
Tenant or any such person. Any work or installations made or
performed by or on behalf of Tenant or any person claiming through
or under Tenant pursuant to the provisions of this Article shall be
made in conformity with, and subject to the provisions of, Sections
9.1 and 10.2 and Article 11 hereof.
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12.2 Tenant shall not do anything,
or permit anything to be done in or about the Premises which shall
(a) invalidate or be in conflict with the provisions of any
fire or other insurance policies covering the Building or any
property or any property located therein, or (b) result in a
refusal by fire insurance companies of good standing to insure the
Building or any such property in amounts required by
Landlord’s Mortgage (as hereinafter defined) or reasonably
satisfactory to Landlord, or (c) subject Landlord to any
liability or responsibility for injury to any person or property by
reason of any business operation being conducted in the Premises,
or (d) cause any increase in the fire insurance rates
applicable to the Building or property located therein at the
beginning of the Term or at any time thereafter. Landlord shall
carry “All Risk” Insurance at replacement value for the
Building. For the purpose of this Article, the term
“insurance” shall include, without limitation, Fire,
Extended Coverage, Vandalism and Malicious Mischief, Boiler, Rent
and Business Interruption, Liability and Sprinkler Leakage, all of
which shall be provided for the Building by Landlord in reasonable
amounts. Landlord covenants to use its best efforts to keep such
insurance premiums as low as reasonably possible, giving allowance
to the protection of Landlord and Tenant contemplated under this
Lease. Landlord’s compliance with the insurance requirements
under this Article 12 shall in no way limit Landlord’s
liability under any of the provisions of this Lease.
13. SUBORDINATION
.
Without the necessity of any
additional document being executed by Tenant for the purpose of
effecting a subordination, Tenant agrees that this Lease and
Tenant’s tenancy hereunder are and shall be automatically
subject and subordinate at all times to (a) the lien of a
first mortgage that may now exist or hereafter be executed in any
amount for which the Building, or Landlord’s interest or
estate in any of said items is specified as security and
(b) renewals, modifications, consolidations, replacements, and
extensions of any of the foregoing. Notwithstanding the foregoing,
Landlord and the holder of such first mortgage lien on the Building
(the “Landlord’s Mortgagee”) shall have the right
to partially subordinate or cause to be subordinated such lien to
this Lease and Tenant agrees to promptly execute such agreements
that are reasonably requested by Landlord’s Mortgagee to
effectuate said subordination. In the event that any such first
mortgage is foreclosed or a conveyance in lieu of foreclosure is
made for any reason, Tenant shall, at the option of
Landlord’s Mortgagee or the grantee or purchaser in
foreclosure, notwithstanding any subordination of any such lien to
this Lease, attorn to and become the Tenant of the successor in
interest to Landlord at the option of such successor in interest.
Tenant covenants and agrees to execute and deliver, upon demand by
Landlord, Landlord’s Mortgagee, or by Landlord’s
successor in interest and in the form requested by Landlord,
Landlord’s Mortgagee, or by Landlord’s successor in
interest, any additional documents evidencing the priority or
subordination of this Lease with respect to the lien of any such
first mortgage including a Subordination, Non-Disturbance and
Attornment Agreement satisfactory to Landlord, Landlord’s
Mortgagee, and Landlord’s successors in interest.
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14. INABILITY TO PERFORM
.
If, by reason of the occurrence of
any of the events of delay specified in Section 31.16 hereof,
Landlord is unable to furnish or is delayed in furnishing any
utility, improvement and/or service required to be furnished by
Landlord under the provisions of Article 19, Article 34 and/or of
any other Article of this Lease or of any collateral instrument, or
is unable to perform or make or is delayed in performing or making
any installations, decorations, repairs, alterations, additions or
improvements, whether required to be performed or made under this
Lease or under any collateral instrument or is unable to fulfill or
is delayed in fulfilling any of Landlord’s other obligations
under this Lease or any collateral instrument, no such inability or
delay shall constitute an actual or constructive eviction, in whole
or in