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Exhibit 10.36
POINTER RIDGE OFFICE BUILDING
LEASE AGREEMENT(1)
LANDLORD: POINTER RIDGE OFFICE INVESTMENT, LLC
TENANT: OLD LINE BANK
1'ST FLOOR
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(1) 06 Nov 06
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TABLE OF CONTENTS
<TABLE>
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SECTION TITLE
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<S> <C>
1 Premises
2 Term
3 Rent
4 Additional Rent: Operating Expenses & Real Estate
Taxes
5 Completion of Leasehold Improvements: Delayed Possession
6 Use of Premises
7 Assignment and Subletting
8 Maintenance by Tenant
9 Hours of Operation and Services
10 Tenant Alterations: Installation of Fixtures
11 Advertising
12 Deliveries
13 Equipment
14 Inspections: Entry
15 Insurance
16 Damage to Premises or Building
17 Waiver of Liability
18 Bankruptcy
19 Casualty
20 Condemnation
21 Default
22 Subordination
23 Jury Trial
24 Holdover Provisions
25 Successors' Obligation
26 Rules and Regulations
27 Covenants of Landlord
28 Reservation of Rights of Landlord
29 Construction of Leasehold Improvements
30 Security Deposit
31 Parking
</TABLE>
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TABLE OF CONTENTS (continued)
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<CAPTION>
SECTION TITLE
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<S> <C>
32 Mortgagee Approval
33 Gender
34 Notices
35 Estoppel Certificates and Financial Statements
36 Governing Law
37 Brokers
38 Waiver of Breach
39 Severability of Clauses
40 Captions for Convenience
41 Duplicate Counterparts Originals
42 Entire Agreement
43 Authorization
44 Hazardous Materials
45 Relocation of Premises
</TABLE>
EXHIBITS
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<S> <C>
Exhibit A Description and Floor Plan/Site Plan of the
Premises
Exhibit B Tenant Certificate concerning the Premises and its
Condition
Exhibit C Rules and Regulations of the Building
Exhibit D Leasehold Improvements and Tenant Standards
</TABLE>
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LEASE AGREEMENT
THIS AGREEMENT OF LEASE (the "Lease") made this 6'th day of
June, 2006 by
and between Pointer Ridge Office Investment, LLC, a Maryland
limited liability
company (hereinafter referred to as "LANDLORD") and Old Line
Bank (hereinafter
referred to as "TENANT").
WITNESSETH, that for and in consideration of the rent
hereinafter reserved
and of the mutual covenants and agreements hereinafter set
forth, LANDLORD and
TENANT do hereby mutually agree as follows:
1. PREMISES.
LANDLORD does hereby lease and demise to TENANT, and TENANT
does
hereby, lease and take from LANDLORD for the Term and upon the
covenants and
conditions hereinafter set forth, the space (hereinafter
referred to as the
"Premises") that is more fully described, set forth, or
depicted, in Exhibit A
which is attached hereto and incorporated herein. Said Premises
to contain
approximately Two thousand five hundred and fifty-seven (2,557)
square feet of
rentable area on the First floor in a building located at 1525
Pointer Ridge
Place, Bowie, Maryland (hereinafter referred to as the
Building).
LANDLORD agrees, at its cost, to provide TENANT with those
leasehold
improvements that are described in Exhibit D which is attached
hereto and
incorporated herein. The cost of any leasehold improvements over
and above those
which are specified in Exhibit D will be borne by TENANT.
2. TERM.
(a) The Term of this Lease (hereinafter referred to as the
"Term")
shall be (13) years commencing on or about June 6, 2006 (the
"Lease Commencement
Date"), and expiring thirteen (13) years thereafter or on or
about midnight, May
31, 2019 (hereinafter referred to as the "Lease Expiration
Date") with two 5
year renewal options.
(b) In the event TENANT'S occupancy of the Premises commences on
a
date other than the first day of a calendar month, the Lease
Commencement Date
shall be the first day of the following month, and the Lease
Expiration Date
shall be adjusted correspondingly, such that the Term of this
Lease shall be for
the same period of time set forth in subsection (a) of this
Section 2. Any
occupancy prior to the Lease Commencement Date
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shall be pursuant to all the Terms and conditions of this Lease,
and rent shall
be prorated for such fractional period of the month of early
occupancy.
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3. RENT.
(a) (i) During and for the Term thereof, commencing on the
Lease
Commencement Date specified in Section 2(a) above or the Lease
Commencement Date
specified in the notice described in Section 5(e) below,
whichever is later,
TENANT covenants and agrees to pay LANDLORD for the Premises,
without notice or
demand and without deduction, set off or abatement, a fixed
minimum guaranteed
Base Rent (hereinafter sometimes referred to as the "Base Rent")
of
approximately twenty-nine & 00/100 Dollars ($29.00) per
square foot of rentable
space, as determined by LANDLORD'S architect or space planner,
and set forth in
Exhibit B, in the Premises per year, payable in monthly
installments of ( $
6,181.83 ) in advance (hereinafter sometimes referred to as
"Monthly Base Rent")
as hereinafter set forth. TENANT shall pay all rent to LANDLORD
at the office of
LANDLORD, or to such other party or at such other address as
LANDLORD may
designate from time to time by written notice to TENANT. Rent
which shall be
paid on or before the first day of each and every calendar month
during the Term
hereof; provided, however, that the Monthly Base Rent for the
first month of the
Term shall be due and payable at the time of execution of this
Lease by TENANT.
TENANT'S obligation to pay rent shall begin when the U & O
is issued and TENANT
is given the right to occupy premise. TENANT build outs shall be
substantially
completed.
(ii) TENANT covenants and agrees to pay to LANDLORD a late
fee
equal to fifteen five percent (5%) of the Monthly Base Rent
and/or additional
rent or other payments due under this Lease if said payments are
not received
within ten (10) days of their due date. [In addition, any such
delinquent
payments shall bear interest at the rate of two percent (2%) per
annum above the
"prime rate" established by Bank of America, N.A., as of the
date such payment
became due, from the date such payment became due and payable to
the date of
payment thereof by TENANT; provided, however, that nothing
herein contained
shall be construed or implemented in such a manner as to allow
LANDLORD to
charge or receive interest in excess of the maximum rate then
allowed by law.
All such late fees and interest charge shall be deemed
additional rent due
hereunder and shall be payable with the next installment of
Monthly Base Rent.]
(portion in [ ] has been deleted).
(b) The Monthly Base Rent shall be increased one year from the
date
of occupancy by TENANT by three percent (3%) of the Monthly Base
Rent for the
month immediately preceding.
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(c) Rent payments shall be sent to Pointer Ridge Office
Investment,
LLC, 1525 Pointer Ridge Place, Bowie, MD (or at such other
address as LANDLORD
may in writing direct).
4. ADDITIONAL RENT: OPERATING EXPENSES & REAL ESTATE
TAXES.
(a) TENANT shall pay, as additional rent, for its
Proportionate
share of any Operating Expenses and real estate taxes for the
Land and Building
(including real estate taxes and Operating Expenses for the Land
which may be
paid as part of the ground rent, if any) in excess of the 2006
base year
operating expense for the Building.
(i) Commencing on January 1st of the calendar year
immediately
following the year in which this Lease commences and every year
thereafter
during the Term of this Lease, TENANT shall pay to LANDLORD, on
the first day of
each calendar month, an amount equal to one-twelfth (1/12) of
TENANT'S
Proportionate Share of LANDLORD'S reasonable estimate (as
adjusted annually) of
the amount by which the sum of such Operating Expenses and real
estate taxes for
the then current calendar year will exceed the 2006 base year
operating expense
for the Building.
(ii) Within one hundred twenty (120) days following the end
of
each calendar year, LANDLORD shall furnish TENANT a statement
covering the year
(or portion thereof) just expired, (including the initial years
and final year
of the Lease Term) showing the total Operating Expenses and real
estate taxes,
the amount of TENANT'S Proportionate Share of the same, and the
payments made by
TENANT with respect to such year. If TENANT'S Proportionate
Share of Operating
Expenses and real estate taxes in excess of the 2006 base year
operating
expenses for the Building exceeds TENANT'S payments so made,
TENANT shall pay
LANDLORD the deficiency within thirty (30) days after receipt of
such statement.
If TENANT'S payments exceed TENANT'S Proportionate Share of
Operating Expenses
and real estate taxes, the excess over and above the 2006 base
year shall
credited towards the next installment of additional rent or if
the Lease is
expiring, the excess over and above the 2006 base year shall be
refunded to
TENANT within thirty (30) days following the delivery of such
statement.
(b) The Term "Operating Expenses" as used herein shall mean
all
expenses, costs, and disbursements of every kind and nature
which LANDLORD shall
pay or become obligated to pay in connection with the ownership
and/or operation
of the Land, Building and adjacent parking facilities
(hereinafter referred to
collectively as the "Property"). By way of
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example, but without limitation, Operating Expenses shall
include wages,
salaries, bonuses, fringe benefits (including hospitalization,
medical,
surgical, dental and/or group life insurance and pension
payments) and uniforms
and dry cleaning thereof, for employees engaged in the
operation, maintenance or
repair of the Property; social security, unemployment and other
payroll taxes
and all other taxes due and payable (with the exception of
income taxes) with
regard to the Premises; license fees; worker's compensation
insurance;
electricity (except as directly billed to tenants of the
Building) gas, water,
sewer and other fuel and utilities; utility taxes; fire,
casualty, liability,
and other insurance; repairs, maintenance, painting and cleaning
of the Property
and supplies necessary therefore; cleaning of windows and
exterior curtain
walls; snow removal, cleaning and other service contracts;
general overhead,
administrative expenses and management fees; legal, accounting,
common area or
Owner-Association dues, and other professional fees and
disbursements incurred
in connection with the operation and management of the Property;
decorations;
exterior and interior landscaping; depreciation of tools and
equipment used in
the operation, cleaning, repair, safety, management, security or
maintenance of
the Property and any other costs, charge and expenses which
under generally
accepted accounting and management practices, would be regarded
as maintenance
and Operating Expenses.
(i) The Term "Operating Expenses" shall not include any of
the
following: expenses for capital improvements made to the
Property except those
expenses which are incurred in order to decrease the overall
Operating Expenses
for the Property or are incurred for the general maintenance of
the Property;
expenses for painting, redecorating, or other work which
LANDLORD performs for
any tenant of the Building, the expense of which is billed to
such tenant;
interest, amortization or other payments on loans to LANDLORD
whether secured or
unsecured, or any costs connected with refinancing of such
loans; charge for
depreciation of the Building or other said improvements; ground
rent payments;
real estate brokerage fees and commissions; space planning fees
and commissions;
and advertising and marketing costs.
(c) The Term "Proportionate Share" as used herein shall be
that fraction having as a numerator the total number of rentable
square feet
contained in the Premises, and as a denominator the number which
is ninety-five
percent (95%) of the total number of rentable square feet
contained in the
Building, unless the Building is leased and occupied at a
percentage of total
gross square feet exceeding ninety-five percent (95%), at which
the denominator
will be the actual square footage leased and occupied, as so
determined by
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LANDLORD'S architect or space planner. TENANT'S Proportionate
Share is hereby
estimated to be 6.73 %.
5. COMPLETION OF LEASEHOLD IMPROVEMENTS: DELAYED POSSESSION.
(a) All of the work to be done by LANDLORD in completing the
Leased
Premises (herein called "Landlord's Work") shall be
substantially in accordance
with plans and specifications prepared by LANDLORD'S architects
and engineers in
accordance with the provisions of subsection (b). The Landlord's
Work shall be
deemed approved by TENANT in all respects as of the Lease
Commencement Date
except for punch list items of Landlord's Work as to which
TENANT shall have
given written notice to LANDLORD within five (5) Business Days
after the Lease
Commencement Date.
(b) On or before _______, TENANT shall deliver to LANDLORD two
(2)
sets of TENANT'S approved final architectural layout drawings
(TENANT'S Space
Layout") for the Leased Premises, containing, among other
things, its partition
and layout requirements, location of telephone and electrical
outlets, special
lighting requirements, any requirements for heating, ventilating
and
air-conditioning which exceed LANDLORD'S Building Standard Work
and all other
information necessary for the preparation of working drawing and
specifications
for completion of the Leased Premises. LANDLORD shall, at its
expense,
reasonably provide TENANT with the services of LANDLORD'S space
planner to
assist TENANT in preparing Tenant's Space Layout. TENANT agrees
to work
expeditiously and with all due diligence with LANDLORD'S space
planner,
architects, engineers and others to complete and approve all
plans and
specifications to be prepared pursuant to this subsection. After
receipt of
TENANT'S Space Layout, LANDLORD shall prepare and deliver to
TENANT, with
reasonable promptness, a detailed statement itemizing the
amount, if any by
which the total cost [including general contractor's overhead
and profit and the
management fee referred to in subsection (d)] of completing the
Leased Premises
exceeds the cost of providing LANDLORD'S Building Standard Work
(Such excess
cost is hereinafter referred to as "TENANT'S Excess Cost").
Within Five (5)
Business Days after receipt of LANDLORD'S statement of TENANT'S
Excess Cost,
TENANT shall either approve the statement of TENANT'S Excess
Cost in writing or
advise LANDLORD that it desires to modify its Space Layout, (i)
TENANT shall
have the right to make such modifications and to resubmit its
Space Layout, as
modified, to LANDLORD; (ii) LANDLORD shall re-price any
modifications made by
TENANT and shall inform TENANT of the same as promptly as
possible; (iii) any
delay in completing the Leased Premises caused by TENANT'S
modifications shall
not postpone or defer the Lease Commencement Date or
TENANT'S
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obligation to pay Base Rent as of the Rent Commencement Date,
but the Lease
Commencement Date and the Rent Commencement Date shall occur on
the days when
they would otherwise have occurred if TENANT had not made such
modifications,
and the period of time during which LANDLORD is required to
complete the Leased
Premises shall be extended for a period of time equal to the
number of days of
such delay. TENANT shall furnish to LANDLORD, within three (3)
days after
request therefore, any additional information not contained in
TENANT'S Space
Layout needed by LANDLORD to prepare the working drawings and
specifications or
to order materials or let bids for the Leased Premises. LANDLORD
shall pay all
costs and expenses of preparing the initial architectural,
mechanical and
electrical working drawings and specifications for the Leased
Premises, but
TENANT shall reimburse LANDLORD within fifteen (15) days after
receipt of an
invoice therefore, for all such costs and expenses which are
reasonably
allocable (in the judgment of LANDLORD'S architects and
engineers) to special
items or revisions due to a change in TENANT'S approved Space
Layout.
(c) After TENANT approves LANDLORD'S statements of TENANT'S
Excess
Cost and TENANT has paid to LANDLORD fifty percent (50%) of the
TENANT'S Excess
Cost, then LANDLORD shall proceed with due diligence to prepare
the final
architectural, mechanical and electrical working drawings and to
complete the
Leased Premises for TENANT'S use and occupancy accordingly.
Landlord's Work
shall be done substantially in accordance with the approved
plans and
specifications and shall be performed in a good workmanlike
manner and all
materials shall be of first-class quality. TENANT agrees to pay
the LANDLORD the
final fifty percent (50%) of the TENANT'S Excess Cost prior to
occupancy but no
later than fifteen (15) days after notice to the TENANT that the
Leased Premises
are substantially complete.
(d) LANDLORD'S Building Standard Work is described in Exhibit D
to
this Lease. Special items shall be furnished and installed at
LANDLORD'S cost
plus a reasonable fee for administration and management
costs.
(e) The Lease Commencement Date shall be the date specified
in
Section 2(a), except that if the Landlord's Work has not been
Substantially
Completed or the Building is not "Ready for Occupancy", or both,
by the date
specified in Section 2(a), the Lease Commencement Date shall be
the earlier of
(i) the date on which LANDLORD gives notice to TENANT that the
Landlord's Work
has been Substantially Completed and the Building is "Ready for
Occupancy", or
(ii) the date on which TENANT assumes possession and occupancy
of the Leased
Premises. On the Lease Commencement Date, TENANT shall, at the
request of
LANDLORD, execute and deliver to LANDLORD a written instrument
in the form of
Exhibit B
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attached hereto, which shall be an addendum to this Lease
setting forth the
Rentable Area in terms of the precise number of square feet of
rentable space,
the amount of the Base Rent and the precise dates of
commencement and expiration
of the Term, and certifying that TENANT is in possession of the
Leased Premises
and has no claims, defenses, offsets or counterclaims against
LANDLORD, or
specifying each such claim, defense, offset or counterclaim. The
Building shall
not be considered Ready for Occupancy unless (i) the public
areas of the ground
(i.e., first) floor of the Building and all floors to be
occupied by TENANT have
been substantially completed and are available for use by the
public, (ii) all
utility systems for the Leased Premises, the Building lobby and
all public areas
of floors of the Building to be wholly or partially occupied by
TENANT have been
installed and are available in full operating condition, (iii)
the Building
elevators have been installed and are operational, (if
applicable), (iv) the
Building security system has been installed and is operational
(if applicable),
(v) the structured parking facility for the Building has been
Substantially
Completed and is available for use by the public (if applicable)
and (vi)
LANDLORD or TENANT has received a temporary or permanent
certificate of
occupancy or non-residential use permit (either of which is
sometimes
hereinafter referred to as an "occupancy permit") from the
applicable
governmental authorities permitting the Leased Premises lawfully
to be occupied
by TENANT.
(f) If (i) TENANT fails to deliver its Space Layout to
LANDLORD
within the time prescribed by subsection (b); (ii) within five
(5) business days
after receipt, TENANT fails to approve in writing LANDLORD'S
statement of
TENANT'S Excess Cost or to submit its suggested changes for
re-pricing; or (iii)
within three (3) days after request therefore TENANT fails to
provide LANDLORD
with any other information requested by LANDLORD for the purpose
of completing
the working drawings and specifications for the Leased Premises
or the ordering
of materials or the letting of bids for Landlord's Work, then,
any such failure
shall not postpone or defer the Lease Commencement Date, or
TENANT'S obligation
to pay Base Rent as of the Lease Commencement Date, but the
Lease Commencement
Date shall occur on the day when it would otherwise have
occurred if TENANT had
not failed to provide such information or to take such action,
and the period of
time during which LANDLORD is required to complete the Leased
Premises shall be
extended for a period of time equal to the number of days of
such delay.
(g) TENANT understands that the installation and completion
of
special items may take longer than would the installation and
completion of
LANDLORD'S Building Standard Work. If LANDLORD has substantially
completed all
of Landlord's Work, except for (i) special
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items requested by TENANT which have not been completed because
of a delay in
the delivery of materials for said special items to the Leased
Premises, such
delay not being caused by LANDLORD, its AGENTS, employees or
contractor, or (ii)
portions of LANDLORD'S Building Standard Work which may not be
completed until
after installation of said special items for which delivery of
materials to the
Leased Premises has been delayed, such delay not being caused by
LANDLORD, its
AGENTS, employees or contractors, LANDLORD shall be deemed to
have substantially
completed its work, and the Term shall commence as provided in
subsection (e),
even if said delay has prevented issuance of an occupancy
permit. After delivery
of the materials for the special items, LANDLORD shall proceed
with due
diligence to install them and to complete all other portions of
Landlord's Work
that could not be completed until after the installation of the
special items.
(h) On or before the Lease Commencement Date, LANDLORD and
TENANT,
or their respective AGENTS, shall inspect the Leased Premises
and shall prepare
and sign an inspection form describing the condition of the
Leased Premises. At
the time TENANT surrenders the Leased Premises at the end of the
Term, or within
three (3) days thereafter, LANDLORD and TENANT, or their
respective AGENTS,
shall make a similar inspection of the Leased Premises and shall
prepare and
sign a similar inspection form to describe the condition of the
Leased Premises
at the time of surrender. LANDLORD shall not be obligated to
refund to TENANT
all or any part of the security deposit until LANDLORD receives
these signed
inspection forms.
(i) When TENANT shall have (i) taken actual possession of the
entire
Leased Premises, (ii) executed and delivered to LANDLORD the
inspection form
referred to in subsection (e) and the instrument requested by
LANDLORD pursuant
to the provisions of subsections (e), and (iii) delivered to
LANDLORD the fully
paid for insurance policy required under Section 15(b), or a
certificate
thereof, LANDLORD shall pay to TENANT, in the form of a credit
towards above
Building standard tenant improvements, the amount, if any, of
the unused balance
of TENANT'S standard allowance for Leasehold Improvements, less
any amount which
shall then be owed by TENANT to LANDLORD under any of the
provisions of this
Lease.
(j) In the event that LANDLORD shall be unable to give
possession of
the Premises on the Lease Commencement Date specified in Section
2(a) of this
Lease for any reason, such failure to do so shall not affect or
impair the
validity of this Lease or the obligations of TENANT hereunder,
except as
expressly provided herein, and LANDLORD shall not be subject to
any liability
for damages for such failure to give possession on said date.
Possession
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of the Premises shall be deemed tendered and delivered to TENANT
on the date
that LANDLORD gives notice as provided in subsection (e) of this
paragraph to
TENANT.
(k) If for any reason the LANDLORD shall be unable to give
possession of the Premises to TENANT more than six (6) months
after the Lease
Commencement Date specified in Section 2(a), then either party
shall have as its
sole remedy, with no further liability or obligation on the part
of either
party, the right to cancel this Lease after such date by giving
ninety (90) days
prior written notice of such termination to the other party. If
LANDLORD shall
tender possession of the Premises to TENANT after TENANT has
given such notice
but prior to the expiration of such ninety (90) day period, any
notice given by
TENANT shall thereupon be nullified. Upon any such cancellation
becoming
effective, LANDLORD and TENANT shall be entirely relieved of
their obligations
hereunder, and any security deposit, prepaid rent, and/or
payment for additional
leasehold improvements given by TENANT to LANDLORD shall be
returned to TENANT.
Said six (6) month period shall be extended by a number of days
equal to the
time of delay, in the event of either of the following:
(i) If TENANT has not approved and signed off on all final
plans and specifications necessary for the construction of
Leasehold
Improvements (as defined in Exhibit D to be attached hereto and
incorporated
herein by reference), including paint, carpet and other
finishes, by the date
specified in subsection (b) of this paragraph: unless any such
delay is caused
by LANDLORD and/or LANDLORD'S architect and/or engineers;
(ii) If the delay in completion of the Premises is due to
work
items which are not Building Standard (as defined in Exhibit D
to be attached
hereto and incorporated herein by reference), including work
performed by
TENANT'S own contractor(s).
(l) This Lease and the obligations of TENANT to pay the
minimum
annual rent and all additional rent and to perform all of the
Terms, covenants
and conditions on the part of TENANT to be performed shall in no
way be
affected, impaired or excused because LANDLORD, due to any and
all delays beyond
LANDLORD'S reasonable control, including, but without
limitation, delays caused
by TENANT, governmental restrictions, government preemption,
strikes, labor
disputes, lock-outs, shortage of labor or materials, acts of
God, enemy action,
civil commotion, riot or insurrection, or fire or other
unavoidable casualty, is
(i) unable to fulfill any of its obligations under this Lease,
or (ii) unable to
supply or delay in supplying any service expressly or impliedly
to be supplied,
or (iii) unable to make or delay in making any repairs,
replacements, additions,
Alterations or decorations, or (iv) unable to supply or delay in
supplying any
equipment or fixtures. LANDLORD shall in each instance
exercise
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reasonable diligence to effect performance when and as soon as
possible.
However, LANDLORD shall be under no obligation to pay overtime
labor rates.
Further, if either of the delays set forth in subsection (k)
above
causes delayed possession by TENANT, the obligation to pay rent
shall commence
at such time as any such delay is the only remaining cause of
TENANT'S delayed
possession.
6. USE OF PREMISES.
(a) TENANT shall use and occupy the Premises solely for
general
business uses provided that such use(s) is (are) in accordance
with applicable
zoning and other local governmental regulations. Without the
prior written
consent of LANDLORD, the Premises shall not be used for any
other purposes or
uses whatsoever. TENANT shall not use or occupy the Premises for
any unlawful
purpose, and shall comply with all present and future laws,
ordinances,
regulations, and orders of the United States of America,
Maryland, County of
Prince George's, and any other public or quasi-public authority
having
jurisdiction over the Premises.
(b) Prior to the execution of this Lease, TENANT shall advise
the
LANDLORD in writing if any of its intended uses or activities or
any of its
TENANT requirements, including but not limited to its desired
TENANT
Improvements, would in any way be in non-conformity with the
then existing
zoning and use restrictions that apply to the Building or the
Land. Unless
otherwise provided, the LANDLORD shall be responsible for
obtaining variances
that are necessary to accommodate such non-conforming uses or
activities that
had been disclosed to it in writing.
(c) Any problem, delay or expense that arises from any
non-conforming use or activity that was not so disclosed by the
TENANT, shall be
the responsibility of the TENANT, and the TENANT indemnifies the
LANDLORD for
expenses incurred in attempting to resolve the non-conforming
situation. Any
delay caused by such a non-conforming situation shall not delay
the Lease
Commencement Date.
7. ASSIGNMENT AND SUBLETTING.
(a) TENANT shall not assign, transfer, mortgage, or
otherwise
encumber this Lease, or sublet, rent, or permit occupancy or use
of the
Premises, or any part thereof, without obtaining the prior
written consent of
LANDLORD, nor shall any subletting, assignment or transfer of
this Lease or the
right of occupancy hereunder be effected by operation of law or
in any manner
other than with the prior written consent of LANDLORD.
LANDLORD'S written
consent shall not be unreasonably withheld. Any assignment or
subletting or
transfer with or without LANDLORD'S consent shall not be
construed as a waiver
or release of TENANT from
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liability hereunder for the payment of rent or the performance
and observance of
any of the Terms and conditions of this Lease. The collection or
acceptance of
rent from any assignee, subtenant, or occupant shall not
constitute a waiver or
release of TENANT from any covenant or obligation contained in
this Lease, nor
shall any assignment or subletting be construed to relieve
TENANT from obtaining
the consent in writing of LANDLORD to any further assignment or
subletting.
(b) In the event that TENANT desires to assign or sublet all or
a
portion of the Premises, TENANT shall give to LANDLORD sixty
(60) days written
notice of TENANT'S intention to do the same, the name, address
and a current
financial statement of the proposed subtenant or assignee, and a
copy of the
proposed assignment or sublease, specifying, among other items,
the proposed
use, the Term and rent of the proposed sublease or assignment.
In such event,
LANDLORD shall have the option to (i) sublet such portion of the
Premises from
TENANT at the Base Rent set forth herein, or (ii) to terminate
this Lease, for
the entire Premises or for the affected portion of the Premises,
as of the
effective date of the proposed sublease or assignment or (iii)
give notice of
consent or disapproval. Within thirty (30) days after receipt of
said notice,
LANDLORD shall give written notice to TENANT, stating whether
LANDLORD approves
or disapproves the proposed assignment or sublease, or whether
LANDLORD shall
exercise its option to sublet or terminate as set forth above.
In the event the
LANDLORD does not exercise its option to sublet the Premises or
to terminate
this Lease as heretofore provided, TENANT may sublet or assign
the Premises only
after first obtaining the written consent of LANDLORD, such
consent to not
unreasonably be withheld.
(c) In the event that TENANT defaults hereunder, TENANT
hereby
assigns to LANDLORD the rent due from any subtenant or assignee
of TENANT and
hereby authorizes each such subtenant or assignee to pay said
rent directly to
LANDLORD.
(d) Upon any sublease or assignment of this Lease, all
option
rights, right of refusal, and expansion rights, shall terminate
and be of no
further force or effect. Further, TENANT shall not have the
right to exercise
any such option rights, rights of refusal, or expansion rights
unless TENANT
shall be in occupancy of the Premises at the time of
exercise.
8. MAINTENANCE.
TENANT shall keep the Premises and fixtures and equipment
therein in
clean, safe, and sanitary condition and good order, will suffer
no waste or
injury thereto, and will, at the expiration or other termination
of this Lease,
surrender the same, broom clean, in the same order and condition
in which they
are on the Lease Commencement Date, ordinary wear and
15
<PAGE>
tear excepted. Maintenance and repair of all equipment and/or
fixtures within or
for the exclusive benefit of the Premises, including but not
limited to, kitchen
fixtures, special air-conditioning equipment, bathroom fixtures,
computers, or
any other type of equipment or improvements, together with
related plumbing,
electrical, or other utility services, whether installed by
TENANT or LANDLORD
on behalf of TENANT, shall be the sole responsibility of TENANT,
and LANDLORD
shall have no obligation in connection therewith.
9. HOURS OF OPERATION.
The regularly scheduled hours of operation for the Building
shall be
8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m. to
1:00 p.m.,
Saturday (excepting the holidays set forth below). LANDLORD
shall furnish heat
or air-conditioning to the Premises during the regularly
scheduled hours during
the appropriate seasons of the year. LANDLORD shall also
furnish, in accordance
with Section 4 above, reasonably adequate electric current,
water, lavatory
supplies, automatically operated elevator service, (if
applicable) and normal
and usual cleaning and janitorial service. Holidays on which
said heating,
air-conditioning and other services shall not be provided are:
New Year's Day,
President's Day, Memorial Day, Independence Day, Labor Day,
Veterans Day,
Thanksgiving Day and Christmas Day, and such other holidays as
observed by the
Federal Government. Such holidays shall be observed on the same
dates as are
observed by the Federal Government. If TENANT desires air
conditioning or heat
and/or other utilities or services beyond the hours and days as
herein above set
forth, and if mutually satisfactory written agreements are made
with LANDLORD,
or its agent, not less than twenty-four (24) hours in advance of
the
requirement, LANDLORD shall use its best efforts to furnish such
additional air
conditioning or heat and/or utilities or services to TENANT, and
TENANT agrees
to pay LANDLORD any additional costs of such services in an
amount equal to the
total direct costs and a ten percent (10%) administrative fee of
providing such
additional services on an overtime basis. Provided, however,
that LANDLORD and
its agent shall not be liable for failure to furnish or for
suspension or delay
in furnishing any or all of such services caused by breakdown,
maintenance or
repair work, strike, riot, civil commotion, or any other cause
or reason
whatsoever beyond the control of LANDLORD.
10. TENANT ALTERATIONS.
(a) Except for initial Leasehold Improvements made pursuant
to
Section 29 and Exhibit D hereof, TENANT shall not make or permit
anyone to make
any Alterations, decorations, additions, or improvements,
structural or
otherwise, or install any fixtures
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<PAGE>
(hereinafter collectively referred to as "Alterations"), in or
to the Premises
or the Building without the prior written consent of LANDLORD.
All of such
Alterations permitted by LANDLORD must conform to all rules and
regulations
established from time to time by the Insurance Underwriter's
Association of the
local area and by the LANDLORD and conform to all requirements
of the Federal,
state and local governments. Prior to the commencement of work
on any
Alterations, the LANDLORD'S written approval must be obtained as
to (i) the
contractor(s) and subcontractor(s) selected to perform such
work, and (ii)
comprehensive plans and specifications showing all the proposed
Alterations,
including detailed descriptions of the effect of the proposed
Alterations on the
mechanical and electrical systems of the Building. LANDLORD
shall have the right
to stop such work if the LANDLORD or its designated agent
determines that such
work is not being done in a workmanlike manner or in accordance
with the plans
and specifications provided to LANDLORD. In such event, TENANT
shall promptly
correct the problem(s) which gave rise to the work stoppage, and
if TENANT fails
to do so within a time period determined by LANDLORD to be
reasonable, then
LANDLORD may, at its sole option, correct such problem(s), or
complete the
Alterations, or remove the Alterations and restore the Premises
to their
original condition, and TENANT shall be liable for the costs of
such action as
additional rent. It is understood and agreed by LANDLORD and
TENANT that any
such Alterations shall be constructed on behalf of TENANT.
Copies of all plats,
plans, sketches, permits, samples, etc. which are prepared or
obtained in the
course of such Alterations shall be provided to the LANDLORD or
its designated
AGENT no later than ten (10) days after such are prepared or
obtained and prior
to any implementation. The TENANT agrees to allow inspection
from time to time
during the period of construction of all Alterations. In
addition, TENANT agrees
to furnish "as built" plans and specifications for all
Alterations within a
reasonable period of time after completion of Alterations, and
to pay to
LANDLORD or its designated agent a reasonable fee for updating
the master
reproducible Building blueprint to show the Alterations.
(b) Prior to commencing construction on any Alterations approved
by
LANDLORD, TENANT agrees to obtain and deliver to LANDLORD
written and
unconditional waivers of mechanic's and suppliers' liens upon
the Property for
all work, labor, and services to be performed, and materials to
be furnished, by
them in connection with such work, signed by all contractors,
subcontractors,
suppliers, and laborers to become involved in such work. If,
notwithstanding the
foregoing, any mechanic's or suppliers' lien is filed against
the Property for
work claimed to have been done for, or materials claimed to have
been furnished
to, TENANT, such lien shall be discharged by TENANT within ten
(10) days
thereafter, at TENANT'S sole
17
<PAGE>
cost and expense, by the payment thereof or by filing any bond
required by law.
If TENANT shall fail to discharge any such mechanic's or
suppliers' lien,
LANDLORD may, at its option, discharge the same and treat the
cost thereof and
any legal expenses incurred in connection therewith, as
additional rent payable
with the installment of Monthly Base Rent next becoming due; it
being hereby
expressly covenanted and agreed that such discharge by LANDLORD
shall not be
deemed to waive or release the default of TENANT in discharging
the same. It is
understood and agreed that, in the event LANDLORD shall give its
written consent
to TENANT'S making any such Alterations, such written consent
shall not be
deemed to be an agreement or consent by LANDLORD to subject
LANDLORD'S interest
in the Property to any mechanic's or suppliers' liens which may
be filed in
respect of any such Alterations made by or on behalf of
TENANT.
(c) TENANT shall indemnify and hold LANDLORD harmless from
and
against any and all expenses, liens, claims, or damages to any
person or
property which may or might arise directly or indirectly by
reason of making of
any such Alterations.
(d) If any Alterations are made without the prior written
consent of
LANDLORD, LANDLORD retains the right to enter the Premises at
any time during
the Term of this Lease to correct or remove the same and restore
the Premises to
their original improved condition, and TENANT shall be liable
and hereby agrees
to reimburse the LANDLORD for the costs of such removal and
restoration together
with any and all damages which the LANDLORD may suffer and
sustain as a result
thereof.
(e) All fixtures, Alterations, installations, changes,
replacements,
additions, or improvements, including wall-to-wall carpet and
wall covering, to,
in or upon the Premises (whether installed with or without the
prior written
consent of LANDLORD) shall, unless the LANDLORD elects
otherwise, become the
Property of LANDLORD and shall remain upon the Premises and be
surrendered with
the Premises at the expiration or termination of this Lease or
any renewal or
extension period without disturbance, molestation or injury.
Should the LANDLORD
elect that fixtures, Alterations, installations, changes,
replacements,
additions, or improvements made by the TENANT upon the Premises
be removed upon
the expiration or termination of this Lease or any renewal
period, the TENANT
hereby agrees to cause same to be removed at the TENANT'S sole
cost and expense,
and to restore the Premises to the original improved condition
on or before the
expiration or termination of this Lease or any renewal period.
Should TENANT
fail to remove the same or restore the Premises, the LANDLORD
may cause same to
be removed and/or the Premises to be restored at the
18
<PAGE>
TENANT'S expense, and the TENANT hereby agrees to pay to the
LANDLORD the costs
of such removal and/or restoration together with any and all
damages which the
LANDLORD may suffer and sustain by reason of the failure of the
TENANT to remove
the same and/or restore the Premises as herein provided.
(f) If TENANT is not in default in the performance of any of
its
obligations under this Lease, TENANT shall have the right to
remove, prior to
the expiration of the Term of this Lease, all movable equipment,
furniture or
furnishings which are not affixed to the Premises or the
Building and which were
installed in the Premises at the expense of the TENANT. If such
Property of
TENANT is not removed by TENANT prior to the expiration or
termination of this
Lease, the same shall become the Property of LANDLORD and shall
be surrendered
with the Premises as a part thereof, or, at LANDLORD'S option,
LANDLORD may
cause the same to be removed and the Premises to be restored to
their original
improved condition (if necessary), and TENANT hereby agrees to
pay to LANDLORD
the cost of such removal and restoration together with any and
all damages which
LANDLORD may suffer and sustain by reason of the failure of
TENANT to remove the
same and restore the Premises or Building as herein
provided.
11. ADVERTISING. Except as otherwise herein provided, TENANT
agrees that
no sign, advertisement, display or notice shall be inscribed,
painted or affixed
on any part of the outside or inside of the Premises or
Building, except on the
directories and doors of offices, and then only in such size,
color and style as
the LANDLORD shall approve. LANDLORD shall have the right to
prohibit any
advertisement, or display of items of the TENANT, wherever
appearing, which in
the LANDLORD'S opinion tends to impair the reputation of the
Building or its
desirability as a Building for offices or for financial,
insurance or other
institutions and businesses of like nature. Upon written notice
from the
LANDLORD, TENANT shall refrain from and discontinue such
advertisement. LANDLORD
agrees to display in the main lobby of the Building, a Building
directory
listing the TENANT. Such directory shall be maintained and
updated at no cost to
TENANT throughout the Term of this Lease and renewal or
extension thereof. In
the event that TENANT violates the Terms of this section,
LANDLORD may remove
any sign, advertisement, display or notice and may charge the
TENANT for any
costs incurred by LANDLORD in connection with such removal.
12. DELIVERIES.
No freight, furniture or other bulky matter of any description
shall
be received into the Building or carried in the elevators,
except as approved by
the LANDLORD. All moving of furniture, equipment or bulky
material in the
Building outside the Premises must be with the prior
19
<PAGE>
written consent of the LANDLORD in accordance with LANDLORD'S
reasonable rules
and instructions; and be conducted during a scheduled time that
is specifically
approved by the Landlord and is designed to be non-disruptive to
the LANDLORD
and other TENANTS. The TENANT, and not the LANDLORD shall be
solely responsible
for any damage to items, or for any damage or cost arising out
of any such move.
TENANT agrees to remove promptly from the public area within or
adjacent to the
Building any of TENANT'S personal Property there delivered or
deposited.
LANDLORD shall have the right to prescribe the weight, method of
installation,
and position of safes or other heavy fixtures or equipment. All
dam
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