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PARK RIDGE OFFICE CENTER BUILDING ONE OFFICE LEASE

Office Lease Agreement

PARK RIDGE OFFICE CENTER BUILDING ONE OFFICE LEASE | Document Parties: MASTECH HOLDINGS, INC. | Grubb & Ellis Management Services, Inc | Jenna Ford | MASTECH HOLDINGS, INC | PARK RIDGE HOLDING COMPANY | Pittsburgh, PA You are currently viewing:
This Office Lease Agreement involves

MASTECH HOLDINGS, INC. | Grubb & Ellis Management Services, Inc | Jenna Ford | MASTECH HOLDINGS, INC | PARK RIDGE HOLDING COMPANY | Pittsburgh, PA

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Title: PARK RIDGE OFFICE CENTER BUILDING ONE OFFICE LEASE
Governing Law: Pennsylvania     Date: 5/13/2009
Law Firm: Buchanan Ingersoll    

PARK RIDGE OFFICE CENTER BUILDING ONE OFFICE LEASE, Parties: mastech holdings  inc. , grubb & ellis management services  inc , jenna ford , mastech holdings  inc , park ridge holding company , pittsburgh  pa
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Exhibit 10.1

PARK RIDGE OFFICE CENTER

BUILDING ONE

OFFICE LEASE

 

LANDLORD:

  

PARK RIDGE HOLDING COMPANY

TENANT:

  

MASTECH HOLDINGS, INC.

Dated for reference purposes as of: January 21, 2009


PARK RIDGE OFFICE CENTER

Basic Lease Information

 

Lease Date:

  

January 21, 2009

Tenant:

  

Mastech Holdings, Inc., a Pennsylvania corporation

Address:

  

1000 Commerce Drive, Suite 500

 

Pittsburgh, PA 15275

copy to:

  

Jenna Ford Lacey

Contact Person:

  

Steven J. Shangold

Phone:

  

412.787.2100

Landlord:

  

Park Ridge Holding Company

Address:

  

c/o Grubb & Ellis Management Services, Inc.

600 Six PPG Place

Pittsburgh, PA 15222

copy to:

  

Jacqui Fiske Lazo, Esquire

Buchanan Ingersoll & Rooney PC

301 Grant Street, 20th Floor

Pittsburgh, PA 15219

Phone:

  

(412) 281-0100

Building:

  

As described in Article 1 of the Lease.

Total Rentable Area of Building Office Space:

  

99,066 Rentable Square Feet.

Floor(s):

  

Fifth floor

Rentable Area:

  

Approximately 11,187 square feet comprising a portion of the Fifth floor of the Building.

Term:

  

5 years, 4 months

Proposed Commencement Date:

  

May 1, 2009

Expiration Date (subject to Lease Provisions):

  

August 31, 2014


Use:

  

General office use

Annual Base Rental:

  

   

  

 

  

 

  

 

 

  

Period

  

Rate Per
Square Foot

  

Annual Rent

  

Monthly Rent

  

May 1, 2009 - August 31, 2009

  

$

0/SF

  

$

0

  

$

0

  

September 1, 2009 - August 31, 2010

  

$

17.25/SF

  

$

192,975.75

  

$

16,081.31

  

September 1, 2010 - August 31, 2011

  

$

17.50/SF

  

$

195,772.50

  

$

16,314.38

  

September 1, 2011 - August 31, 2012

  

$

17.75/SF

  

$

198,569.25

  

$

16,547.44

  

September 1, 2012 - August 31, 2013

  

$

18.00/SF

  

$

201,366.00

  

$

16,780.50

  

September 1, 2013 - August 31, 2014

  

$

18.25/SF

  

$

204,162.75

  

$

17,013.56

Tenant’s Share of Excess Expenses (Subject to Lease Provisions):

  

11.3%

Tenant’s Share of Excess Taxes (Subject to Lease Provisions):

  

11.3%

Excess Taxes Base:

  

2009

Excess Expenses Base:

  

2009

Security Deposit:

  

$0.00

Landlord’s Broker:

  

Grubb & Ellis Company

Tenant’s Broker:

  

GVA Oxford

The foregoing Basic Lease Information is hereby incorporated into and made a part of this Lease.

 

PARK RIDGE HOLDING COMPANY

 

 

MASTECH HOLDINGS, INC.

By:

 

 

 

 

By:

 

 


TABLE OF CONTENTS

 

ARTICLE

  

PAGE

1.

  

PREMISES.

  

1

2.

  

TERM.

  

1

3.

  

ANNUAL BASE RENTAL; ADDITIONAL RENT.

  

1

4.

  

ADDITIONAL RENT FOR EXCESS OPERATING EXPENSES AND TAXES.

  

2

5.

  

TERMS OF PAYMENT.

  

6

6.

  

CONSTRUCTION OF THE PREMISES.

  

6

7.

  

COMMON AREA MAINTENANCE.

  

7

8.

  

CONDUCT OF BUSINESS BY TENANT.

  

8

9.

  

ALTERATIONS AND TENANT’S PROPERTY.

  

8

10.

  

REPAIRS.

  

9

11.

  

LIENS.

  

10

12.

  

COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS.

  

10

13.

  

SUBORDINATION.

  

11

14.

  

INABILITY TO PERFORM.

  

12

15.

  

DESTRUCTION.

  

12

16.

  

EMINENT DOMAIN.

  

13

17.

  

ASSIGNMENT.

  

15

18.

  

SUBLETTING.

  

17

19.

  

UTILITIES.

  

18

20.

  

DEFAULT.

  

20

21.

  

INDEMNITY.

  

23

22.

  

TENANT’S INSURANCE.

  

24

23.

  

LIMITATION ON LANDLORD’S LIABILITY.

  

25

 

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24.

  

ACCESS TO PREMISES.

  

25

25.

  

NOTICES.

  

26

26.

  

NO WAIVER.

  

26

27.

  

TENANT’S CERTIFICATES.

  

27

28.

  

RULES AND REGULATIONS.

  

27

29.

  

SECURITY DEPOSIT.

  

27

30.

  

AUTHORITY.

  

27

31.

  

MISCELLANEOUS.

  

28

32.

  

RENEWAL RIGHTS.

  

33

33.

  

OPTION TO TERMINATE.

  

33

34.

  

LANDLORD IMPROVEMENTS.

  

34

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


 
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