Lease Agreement: County's Obligations and Landlord's Rights, Lecture notes of Business

Download Lease Agreement: County's Obligations and Landlord's Rights and more Lecture notes Business in PDF only on Docsity! LEASE AGREEMENT BETWEEN SENECA CENTER II, LLC AND MONTGOMERY COUNTY, MARYLAND DATE: 11- ). 0 f( TABLE OF CONTENTS Paragraph I. Leased Premises 2. Term 3. Delivery & Acceptance, Construction 4. Use 5. Rent 6. Services & Operating Expenses 7. Liability, Property Damage & Fire Insurance 8, Landlord's Property Damage & Liability Insurance 9. Right of Entry 10. Alterations II. Assignment 12. County's Duties & Covenants 13. DamageslDestruction of Leasing Premises 14. Return of The Leased Premises IS. Default By County 16. Default By Landlord 17. Force Majure 18. Rules & Regulations 19. County's Right of Quiet Enjoyment 20. Waiver 21. Non-Discrimination 22. Ethics Requirement 23. Contract SolicitioniBrokers's Fees or Commission 24. Eminent Domain 25. Holdover 26. Entire Agreement 27, Modification 28. Notices 29. Governing Law 30. Claims 31. No Partnership 32. Subordination, Attornment, and Non-Disturbance 33. Acknowledgement Concerning Statutory Limitations 34. Estoppel Certificate 35. Public Employment EXHIBIT A & Al Leased Premises B&BI Construction Space Plans C&CI Work Letter& Cost Estimate D Rule & Regulations E Form of Estoppel Certificate F Form of Subordination, Non-Disturbance and Attornment Agreement Page 1 of21 LEASE THIS LEASE dated this _ day of , 2008, by and between SENECA \ CENTER II, LLC its successors and assigns (the "Landlord") and MONTGOMERY COUNTY, MARYLAND, a political subdivision of the State of Maryland (the "County") (the County and the Landlord together the "Parties"). I. PREMISES: The Landlord leases to the County and the County leases from the Landlord the Leased Premises described as approximately 54,190 square feet of warehouse space located at 18753 North Frederick Avenue, Gaithersburg, Maryland consisting of Bays G, H, I, J, K, L, M, (depicted on Exhibits "A" attached and incorporated as iffully set forth and also Bays R, S, T, U, V, X, Y & Z Exhibit A-I, attached and incorporated as if fully set forth in this Lease. The Leased Premises include the non-exclusive right to use parking and other common areas as set fOlih in this Lease. For the purposes of this Lease, "Propeliy" or "Premises" is defined as the entire building and land in which the Leased Premises are located and "Leased Premises" is defined as the space(s) located in or on the Property which are being leased pursuant to this Lease. 2. LEASE TERM: A. Term: The term of this Lease is for Ten (10) lease years, commencing on earlier to occur of (i) the date that Landlord substantially completes the Tenant improvements to be constructed by Landlord pursuant to the provisions of the Tenant Improvement Work Letter attached hereto as Exhibit "C and C1", or (ii) the date that is one hundred eighty days (180) following the date of the County's final approval of the Construction Permit Drawings for the Tenant Improvements, except as otherwise provided in Section 3.C. below, unless such date is extended as provided in Section 3, below, (the "Commencement Date"), and shall terminate Ten (10) Years later (the "Initial Lease Term"). "Substantially complete" is defined to mean the Tenant Improvements are complete, except for punch list items, and a Use and Occupancy Permit has been obtained for the County. Landlord and the County shall execute a Confirmation of Commencement Date in accordance with the provisions of this Section. The term "Lease Year" as used herein shall mean a period of twelve (12) consecutive full calendar months. The first Lease Year shall commence on the Commencement Date. Each succeeding Lease Year shall commence upon the anniversary date of the first Lease Year. B. The County's Option to Extend Term: In accordance with this Lease, the County shall have the option to extend this Lease under the same terms and conditions for an additional Five (5) year period (the"Option Term"). The Base Rent payable in the first Lease Year of the Option Term will be equal to the Base Rent payable in the last Lease Year of the Initial Lease Term, increased by Three (3%) percent. Base Rent will increase annually each Lease Year of the Option Term by Three (3%). Page 2 of21 installments of Fifty Four Thousand One Hundred Ninety Dollars and 00/1 00 ($54,190). After the Base Lease Year, the rent will be increased annually by an amount equal to (3 %) in accordance with the Rent Table, below. All rental payments are to be made in advance on the first day of each month during each lease year, and must be payable by check to the Landlord as follows: [Seneca Center II, LLC, clo Klinedinst Management, Inc., 4405 East­ West Highway, Suite 211, Bethesda, Maryland, 20814] Lease Year Amount per Sq. Ft. Annual Rent Monthly Installment 2 $12.36 $669,788.40 $55,815.70 3 $12.73 $689,882.05 $57,490.17 4 $13.11 $710,430.90 $59,202.58 5 $13.50 $731,565.00 $60,963.75 6 $13.91 $753,782.90 $62,815.24 7 $14.33 $776,542.70 $64,711.89 8 $14.76 $799,844.40 $66,653.70 9 $15.20 $823,688.00 $68,640.67 10 $15.66 $848,615.40 $70,717.95 B. Additional Rent: The County will pay to the Landlord throughout the Term of this Lease, as Additional Rent, the County's proportionate share of the Common Area Expenses defined in Section 7. D., below, and the County's proportionate share of the Real Estate Taxes during each calendar year. In the event that the Commencement Date or expiration date of this Lease are other than the first day of a calendar year, then the County's proportionate share of expense and tax increases will be adjusted to reflect the actual period of occupancy during the calendar year. C. Annual Reconciliation: Within one hundred twenty (120) days after the end of each calendar year, the Landlord shall submit a statement to the County showing the actual Common Area Expenses (to the extent billed back to the County by the Landlord) and Real Estate Taxes (to the extent billed back to the County by the Landlord) for such calendar year and the County's proportionate share of the amount. If, for any calendar year, the County's estimated monthly payments exceed the amount determined to be due from the County pursuant to such annual reconciliation, the Landlord must give the County a credit in the amount of the overpayment toward the County's next monthly payment of Additional Rent. If, for any calendar year, the County's estimated monthly payments are less than the amount detetmined to be due from the County pursuant to such annual reconciliation, the County shall pay the total amount of such deficiency to the Landlord within thirty (30) days after receipt of the statement from the Landlord. The Landlord and the County's obligations with respect to any overpayment or underpayment of Additional Rent shall survive the expiration or termination of this Lease. D. The County's Right to Audit: In the event the County shall dispute the amount set forth in the Landlord's annual reconciliation of actual Common Area Expenses and Real Estate Taxes, the County shall have the right, not later than sixty (60) days following receipt of such statement, to cause the Landlord's books and records with respect to the preceding calendar year to be audited by an independent Certified Public Accountant mutually acceptable to the Landlord and the County. Such audit shall occur upon no less than five (5) days prior written notice to the Landlord, at the Landlord's place of business or Page 5 of21 the actual location of the Landlord's books and records if different from the Landlord's place of business, during the Landlord's normal business hours. The amounts payable under this Section by the Landlord to the County or by the County to Landlord, as the case may be, shall be appropriately adjusted on the basis of such audit. If such audit discloses a liability for fmiher refund by the Landlord to the County in excess of five (5%) percent of the payments previously made by the County for such calendar year, the cost of such audit shall be borne by the Landlord and shall not be considered as a Common Area Expense for purposes of this Lease; otherwise, the cost of such audit shall be borne by the County. If the County does not request an audit in accordance with the provisions of this section within sixty (60) days of receipt of the Landlord's annual reconciliation of actual Common Area Expense and Real Estate Tax Expense, such statement shall be conclusively binding upon the Landlord and the County. E. Obligation Subject to Appropriation: The Landlord and the County acknowledge and agree that, so long as Montgomery County, Maryland is the tenant under this Lease, payment of rent and/or additional rent is subject to the annual appropriation of funds by the County Council for Montgomery County, Maryland. F. Effect of Failure to Appropriate: If the County fails to appropriate, on or before May 31st of any calendar year, sufficient funds for full payment of the rent and performance of the County's other obligations under this Lease for the County's next fiscal year (i.e., the period commencing on the next July Isl and ending the following June 30Ih ), the County will promptly notify Landlord of such fact, and this Lease will automatically terminate at II :59 p.m. on June 30th of the current fiscal year. The County shall give Landlord a minimum of thirty (30) days notice of the lack of appropriation. G. Default: The County's failure to pay Rent or Additional Rent, except for reason of non-appropriation as set forth in this Section, including any and all late fees, when due, constitutes a default, which if not timely cured will be an "Event of Default" as set forth in Article 14 for which the Landlord may pursue any and all remedies set forth in Article 14. 6. SERVICES AND OPERATING EXPENSES A. By the Landlord: The Landlord agrees to provide within the Leased Premises and the Property of which they are a pati, at the Landlord's sole cost and expense the following: I. All major roof, plumbing rough-in, and electric service to existing panels systems. 2. The Landlord covenants and agrees to provide, but the Tenant shall pay the common area maintenance charges and charges for exterior maintenance of building, grounds, parking lot, utilities, gas, sewer, water and electricity service. Utility services to the Leased Premises shall be separately metered, however, should the Landlord elect not to meter said services separately, then the charges for utilities, gas, sewer, water and electricity shall be prorated between the tenants, based on the square footage leased by such tenants. Page 6 of21 3. Landlord shall be responsible for, but the County shall pay its pro-rata share of the cost of the following Common Area Maintenance: keeping the parking lot repaired, lighted, striped, cleaned and free of all debris and significant accumulations of ice, snow and replaced as necessary and available at all times as a free parking lot for customers of the property (except when necessary to close portions for repairs and maintenance); and maintaining the landscaping on the project and all other common areas clean, lighted and in good repair, and all sidewalks and common areas (except for that area that County is required to maintain) cleaned and free of all debris and significant accumulations of ice and snow, maintenance of the roof, downspouts and gutters, common signs and sign boxes including replacement as necessary, insurance, refuse removal, management fees and other fees associated with running the property. B. By the County: The County agrees to provide within the Leased Premises at County's sole cost and expense the following: I. The County, at its sole cost and expense, shall keep the interior of the Leased Premises in good repair, and replace if necessary, exposed plumbing, heating and air conditioning units, doors and door closers, except for reasonable wear and tear; provided that the County shall be entitled to all parts and service guaranties and any warranties in effect on equipment which it is responsible for maintaining under the terms hereof. The County will, at the County's sole cost and expense, replace all broken glass and glass frames, doors and door frames on said Leased Premises with glass, frames and doors of the same size and quality as received. County shall be responsible for keeping glass window and glass doors in a clean and safe condition, and keep the area immediately fronting and adjacent to said premises properly hand swept, snow and ice within three (3'-0") feet of the Leased Premises removed therefrom, and free from all obstruction and trash. Should the County fail to comply with the terms of this paragraph within twenty-four (24) hoUl's of receipt of written notice from the Landlord, Landlord may, but shall not be required to clear snow or debris or make repairs, in which event the County agrees to pay Landlord, together with and as part of the next monthly installment of rent, as additional rent, the costs and expenses incurred by Landlord to clean or repair. An itemized statement by Landlord to County shall be sufficient evidence of the amount of the cost thereof. C. Common Areas: Common Areas are all that pOliion of the building improvements excepting the Leased Premises. Common areas include the parking areas provided by the Landlord for the building, the public conveniences of the building, and all other areas in the building now or later constructed and intended to be used in common by the County and/or other tenants, clients, and customers of the building. The use and occupation by the County of the Leased Premises shall include the use in common with others of the Common Areas, parking areas, service roads, loading facilities, sidewalks, and other facilities as may be designated from time to time by the Landlord, subject however to the terms and conditions of this Lease and to the rules and regulations attached to this Lease as Exhibit D. The Common Areas will at all times be subject to the exclusive control and management ofthe Landlord; and the Landlord has the right from time to time to change the area, level, location and arrangement of the Common Areas, to restrict parking for the tenants and their employees to employee parking areas, and to make all rules and regulations and do such thing from time to time as in the Landlord's sole discretion may be necessary for the proper operation of the said Common Areas. Page 7 of21 property except to the degree damage arises out of the wrongful acts or omission of the Landlord, Landlord's agents, contractors or employees. E The County shall deliver to Landlord a certificate of insurance evidencing the coverage hereinabove described within thiliy (30) days from execution of this Agreement. The County reserves the right to self-insure. 8. LANDLORD'S PROPERTY DAMAGE AND LIABILITY INSURANCE A. The Landlord shall obtain and maintain, during the full term of this Lease, and any extension thereof, a policy of general liability insurance with limits of one million dollars ($1,000,000) including fire legal liability, contractual liability, products and completed operations, and personal injury. B. The Landlord shall provide an All Risk Property Policy to protect against loss caused by the perils insured in the amount of 100 percent of the insurable values of the property. The policy shall also endorse a demolition and clearing clause, extra expense and loss of use coverage. C. All such insurance required to be carried by the Landlord: (a) shall be with an insurance company licensed to do business in the State of Maryland and rated not lower than A-XII in the A.M. Best Rating Guide, (b) may, with respect to the liability insurance described in this Section, consist of a combination of primary insurance coverage and umbrella insurance coverage, (c) may be insured under a blanket insurance policy covering multiple properties or locations, provided the minimum amount required to be applicable to the Building shall not be diminished by viliue of such blanket coverage, (d) shall name the County as an additional insured and (e) shall provide for a minimum thirty (30) day notice of cancellation or material change. If requested by the County, copies of insurance policies shall be provided. The Landlord's property insurance shall provide or contain an endorsement that such policy shall remain in full force and effect notwithstanding that the insured has released its right of action against any party before the occurrence of a loss. The Landlord shall provide a certificate of insurance or other reasonable documentation evidencing the coverage hereinabove described within thiliy (30) days from the execution of this Agreement. D. The Landlord will indemnify the County and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and lor damage to property arising from or out of any occurrence upon or at the Premises, or the occupancy or use by the Landlord of the Premises or any part thereof including exterior areas, to the extent caused by any wrongful act or omission of the Landlord, its agents, contractors, or employees, excepting claims arising out of the acts or omissions ofthe County, the County's agents, and employees. Provided, however, that the County provides to Landlord within 30 days of the receipt thereof, notice of any and all claims under which County will rely on this indemnification. The Landlord shall indemnify the County against any penalty, damage or charged incurred or imposed by reason of the Landlord's violation of any law or ordinance. Page 10 of21 9. RIGHT OF ENTRY A. Routine Repairs and Inspection: The County shall permit the Landlord, its agents or employees, at reasonable times and upon reasonable prior notice (not less than twenty-four (24) hours prior notice) to enter the Leased Premises without charge and without diminution of rent to: (I) examine, inspect and protect the Leased Premises; (2) to make such alterations and repairs or perform such maintenance which the Landlord is authorized to perform under this Lease; (3) to exhibit the Premises to prospective purchasers or tenants or to present or future mortgagees. The County may deny access to the Landlord at any time that the Landlord's presence interferes with the County's use of the Leased Premises as a Board of Elections facility. The Parties will work together to facilitate reasonable access for the Landlord without comprising public safety, or any security requirements inherent in the operation of a secured Board of Election facility. The County has the right to accompany Landlord during any inspection to maintain the security and integrity of voting machines, ballots, and other official voting paraphernalia. B. Emergency Access: In cases of emergency, the Landlord, its agents or employees, without prior notice to the County, may enter the Leased Premises, however, the Landlord will notify the County of any such entry under this section as soon as is practicable under the circumstance. 10. ALTERATIONS The County will not make or permit any alterations, additions, or improvements of any kind to the Leased Premises, other than the initial improvements identified on the County Improvement Work Letter, without the Landlord's prior written consent. The Landlord may impose any reasonable conditions to its consent, including, but not limited to: (1) prior approval of the plans and specifications and the County's contractors with respect to the alternations; and (2) the right of the Landlord's representatives to inspect the alterations during the course of their installation and payment of Landlord's plan review and inspection fees paid to Landlord's property management company, such consent shall not be umeasonably withheld, conditioned, or delayed. 11. ASSIGNMENT This Lease Agreement is not assignable. 12. COUNTY'S DUTIES & COVENANTS A. The County shall not drive, park or permit any vehicle greater in weight than 8,600 pounds gross vehicle weight or in size larger than a single-axle box truck to enter upon or within the loading bays servicing the Leased Premises. Any vehicle greater in weight than 8,600 pounds gross vehicle weight or in size than a single-axle box truck, must perform any off-loading from the exterior driveway entrance to the loading bay servicing the Leased Premises unless the County has obtained Landlord's prior written consent which consent will not be reasonably withheld, conditioned, or delayed. Page 11 of21 B. The County will not strip, overload, damage, or deface the Leased Premises or any part of the Premises, including, but not limited to, hallways, stairways, or elevators C. The County will not permit any business, activity, trade or occupation to be carried on or any use made of the Leased Premises outside of the scope of permitted use provided for under this Lease. Further, the County will obey any and all federal, state, county and local laws and regulations relating to their operation of business on and in the Leased Premises and Premises. D. The County will conform to, and comply with all Rules and Regulations established from time to time by the Landlord and provided in writing to the County, not less than 30 days prior to enforcement. E. The County will not interfere with the Landlord's use, or other Tenant's use of the Premises. F. The County will pay all of its bills and expenses relating to the County's use of the Leased Premises including, but not limited to utilities and Common Area Expenses on time and must not permit any disruption in any service, including but not limited to, utilities, to any pOltion of the Leased Premises. G. The Patties agree to and must perform any and all obligations under this Lease in a timely manner. H. Upon removal of the County's personal propelty from the Leased Premises, the County at its sole expense must repair any damage to the Leased Premises caused by such removal so that the Leased Premises are in substantially the same condition as at the commencement of the Lease Term, reasonable wear and tear excepted. 13. DAMAGESIDESTRUCTION OF LEASED PREMISES In the event of damage or destruction of the Leased Premises by fire or any casualty, this Lease shall not be terminated, but the Leased Premises shall be promptly and fully repaired and restored as the case may be by the Landlord to the extent of Landlord's insurance proceeds provided such repair and restoration returns the Leased Premises to substantially the condition prior to such damage or destruction. Due allowance, however, shall be given for reasonable time required for adjustment and settlement ofinsurance claims, and for such delays as may result from governments restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of the Landlord. It is agreed that in the event of damage or destmction, this Lease shall continue in full force and effect, except for abatement of rent as provided herein. If the condition is such as to make the entire Lease Premises "Untenantable", then the rental which the County is obligated to pay hereunder shall abate as of the date of the occurrence until the Leased Premises have been fully restored by the Landlord. Any unpaid or prepaid rent for the Page 12 of21 obligation), where the performance of such obligation by the non-performing party is delayed as a result of an event of "force majeure" which shall mean any acts of God, strikes, lockouts, labor difficulties, materials shortages, moratoria, explosions, sabotage, accidents, riots, civil unrest, acts of war, fire or casualty, energy shortages or other causes beyond the reasonable control of the non-performing party, provided that in no event shall financial inability to pay be considered an event of "force majeure". 18. RULES AND REGULATIONS The rules and regulations are appended to this Lease as Exhibit D and are hereby made a part of this Lease, and the County agrees to comply with and observe the same. The County's failure to keep and observe said mles and regulations shall constitute a breach of the terms of this Lease in the manner as if the same were contained herein as covenants. Landlord reserves the right from time to time to amend or supplement said rules and regulations and to adopt and promulgate additional rules and regulations applicable to Leased Premises and the Premises. The Landlord shall provide thirty (30) days written notice to the County of such additional rules and regulations, and amendments and supplements, if any, and the County agrees thereupon to comply with and observe all such reasonable rules and regulations, and amendments thereto and supplements thereof, provided the same shall apply uniformly to all tenants of the Premises. 19 COUNTY'S RIGHT OF OUIET ENJOYMENT If the County pays all rent, and performs all of its obligations under this Lease, the County shall at all times during the term of this Lease, and any extensions of this Lease, have the peaceable and quiet enjoyment and possession of the Leased Premises for the purposes stated in this Lease. 20. WAIVER: The waiver at any time by either of the Parties of any particular covenant, condition, obligation, or duty under this Lease shall extend to the particular case only, and for the particular time and in the particular manner specified, and such waiver must not be construed or understood as waiving any fUlther or other rights of either Party. 21. NON-DISCRIMINATION The Landlord agrees to comply with the non-discrimination policies in County contracts as required in Sections IIB-33 and Chapter 27 of the Montgomery County Code, (2004), as amended as well as all other applicable state and federal laws and regulations regarding employment discrimination. The Landlord assures the County that in accordance with applicable law; it does not, and agrees that it will not discriminate in any manner on the basis ofrace, color, religious creed, sex, marital status, national origin, ancestry, disability, sexual orientation or genetic status. Page 15 of21 22. ETHICS REOUIREMENT The Landlord understands and agrees that unless authorized pursuant to Section lIB-52 and Chapter 19A of the Montgomery County Code (2004) as amended, that it is unlawful for any person or entity transacting business with the County to employ a public employee for employment contemporaneous with his or her public employment. 23 CONTRACT SOLICITATION/BROKER'S FEES OR COMMISSIONS Each of the Parties represents and warrants that there are no claims for brokerage commission or finder's fees in connection with the execution of this Lease, except to McShea & Company, Inc., (whose commission shall be paid by Landlord) and each of the Parties agrees to indemnify the other against, hold it harmless from, all liabilities arising from any such claim (including without limitation, the cost of counsel fees in connection therewith). The Landlord represents that it has not retained anyone to solicit or secure this Lease from Montgomery County, Maryland, upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except from bona fide employees or bona fide established commercial, selling or leasing agencies retained by the Landlord for the purpose of securing business or an attorney rendering professional legal service consistent with applicable canons of ethics. 24. EMINENT DOMAIN If the whole (25% or more) ofthe Premises, Building or Property shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including, without limitation, sale under threat of such a taking), then the Term shall cease and terminate as of the date when title vests in such governmental or quasi-governmental authority, and rent shall be prorated to the date when title vests in such governmental or quasi-governmental authority. Ifless than a substantial part of the Leased Premises is taken or condemned by any governmental or quasi-govermnental authority for any public or quasi-public use or purpose (including, without limitation, sale under threat of such a taking), rent and the County's proportionate share shall be reduced by the ratio that the portion so taken bears to the rentable square footage ofthe Leased Premises before such taking, effective as of the date when title vest in such govermnental or quasi­ governmental authority, and this Lease shall otherwise continue in full force and effect. The County shall have no claim against the Landlord (or otherwise) as a result of such taking, and the County agrees to make no claim against the condemning authority for any portion of the amount that may be awarded as compensation or damages as a result of such taking; provided, however, that the County may, to the extent allowed by law, claim an award for moving expenses and for the taking of any of the County's property (other than its leasehold interest in the Premises) which does not, under the terms of this Lease, become the propel1y of the Landlord at the termination of this Lease, as long as such claim is separate and distinct from any claim of the Landlord and does not diminish the Landlord's award. Page 160f21 25. HOLDOVER A. No Right to Holdover: The County shall have no right to holdover and continue to occupy the Leased Premises upon expiration or telmination of this Lease without first obtaining the prior written permission of the Landlord. B. Holdover with Consent: If the County holds over after the expiration of this Lease with the Landlord's written consent, the tenancy created by such holding over will be a month to month tenancy, but in all other respects will be governed by the terms of this Lease, provided, however, that (\) in all cases (except a default by the County) a thirty (30) day notice will be required to terminate the tenancy created by such consented hold· over; and (2) the monthly rent payable under this Lease during any such holdover period will be 150 % of the Rent in effect for the last month of the Term then ending plus Additional Rent, and except that (a) if, upon the expiration of this Lease, the County and the Landlord are actively engaged in good faith negotiations for a renewal or extension of this Lease, the Landlord agrees that the rent in effect immediately prior to the expiration of the Lease will be the rent due plus a one time 3% increase per annum until a new Lease is executed by the Parties. In no event will the holdover period be longer than 180 days following expiration of the Initial Lease Term and Optional Term as defined above. C. Holdover without Consent: Notwithstanding the foregoing, if the County holds over the expiration of this Lease without the Landlord's written consent, the County shall be the tenant at sufferance and must pay to the Landlord holdover damages equal to 150% the Rent in effect for the last month of the Term then ending plus Additional Rent. 26. ENTIRE AGREEMENT This Lease (which contains and includes the Attachments) is the entire agreement between the Paliies, and no representations, inducements, or agreement, oral or otherwise, between the Parties not contained in this Lease shall be of any force or effect. 27. MODIFICATION This Lease (other than the Rules and Regulations, which may be changed from time to time) must not be modified in any manner except by an instrument in writing executed by both Parties with the same formality as this Lease. Page 17of21 Code Ann. Art. 25A, § IA (2005 Repl. Vol.); and Md. Code Ann" Cts. & Jud. Proc, § 5-509 (2006 Repl. Vol.), (together the "County Indemnification Statutes"), all as amended from time to time, and that any indemnification given by the County in this Lease is not intended to create any rights or causes of action in any third parties or to increase the County's liability above the caps provided in the County Indemnification Statutes, as applicable, Any statutory changes increasing the caps during the Initial Lease Term or Optional Term shall apply to this Lease automatically. 34. ESTOPPEL CERTIFICATES The County agrees, at anytime and from time to time, upon not less than (30) days written notice to Landlord, to execute, acknowledge and deliver to Landlord in writing the completed and signed Estoppel Certificate as contained in Lease Exhibit "E": Estoppel Certificate Form. 35. PUBLIC EMPLOYMENT Landlord understands that unless authorized under Sections liB-52 and Chapter 19A of the Montgomery County Code (2004), as amended, it is unlawful for any person transacting business with Montgomery County, Maryland, to employ a public employee for employment contemporaneous with his or her public employment. SIGNATURE PAGE FOLLOWS Page 20 of21 IN WITNESS WHEREOF, the PARTIES hereto have duly signed these presents and affixed their respective seals the day and year first above written. Witness, _ Approved as to form and legality Office of the County Attorney LANDLORD: SENECA CENTER II, LLC BY:-! Q 'J'• ­ Name: (';CI.v.(. L. K.l.\IoJW Ir-\ S,. Title: t-MNAYINl,. M (.vWo'oL COUNTY: MONTGOMERY COUNTY, MARYLAND A body corporate and politic and a Political subdivision of the State of Mar and By: -AY4~~~~I¢;11f.,~ Name: Diane R. Schwa' Jones Title: Assistant Chief dministrative Officer Recommended By: ~~~~~~~0J Narne:,-.c='-'-'-''''''-''''''''''...-'--'--r'''''''1-';f'''-' Title:'-l-~"",,-'---""-""-""-"t+'--'lJU Page 21 of21 Q -w U ' ~J ill I I'1 I 1 @-rl9~1?1 @-·Irr=r+-r....-.-~!=-~~ • < ::I: 0-- (!) 0--- u.. .tt-Y, '. , , EXfUBIT A ~~ ~~ o:~ Wt.)0._ 0.0: :lW_0 ~~ W~U o(3Z UJt<'> ro~ UJ~ I [ I ~ ! I> iii i ~-G==""'"i " - ". ,1l==~~r=~j;::!~r==t:!;~n!t!~Ju---0 1 i i --~ ,i i I, , i j I I I 1 I i 'j i g I, i i ,i i i et! cb ~ ~ ck cb <1 ~0 .i iI L-W !. I i F=;\==;~~=~"""9 I 'I' ! ~---r--q IIr----'Ij--­ , i ! i ,_l;\=__,~!~~ ---i-----t----i- .If , ~ II 'I II<i I i J I i . i I i i i I i i , , - ! iii --l------ _L I. • • I I r-h - 1 I" ---~-----+----l+l---r' -J-i---1--------01----­ • .~_.... ...~.... ,. I !'! !!! ! ! ! !!! ! 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Landlord shall perform the following improvements to the Leased Pfemises at Tenant's sole cost and expense in a workman-like manner and in accordance with applicable building codes as shown on the attached Exhibits B, Bl floor plans and itemized list and cost shown as part of ExhibitCl in an estimated time of One Hundred and Eighty (180) days following the date of the County's final approval of the Construction Permit Drawings. 2. Unless otherwise agreed to by the Landlord and the County, invoices (together with supporting documentation) will be submitted monthly and shall be paid by . the County within fifteen (15) days of receipt. The invoice amount will be for the work completed. The final invoice shall be submitted upon completion of the work, which is defined as the date upon which: (i) the improvements to be constructed are substantialiy completed, notwithstanding that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be pelformed, the non-completion of which. will not materially affect the County use or the appearance of the Leased Premises; (ii) final inspections have been successfully completed for all work requiring final inspections under the required permits; and (iii) Landlord delivers possession of the Leased Premises to the County. Upon taking possession of the Leased Premises, the County thereby accepts the condition of the Leased Premises, subject to punch list items. Landlord and County shall use commercially reasonable efforts to complete any punch list items submitted by eounty to Landlord, within thirty (30) days following the completion date or such additional period as may be reasonably required. The term "Punch List Items" shall mean details of construction, decoration, and mechanical adjustment which, in the aggregate, are minor in chatacter and do not materially interfere with County's use or enjoyment of the Leased Premises. 3. Landlord shall transfer all assignable warranties for the Tenant Improvements to the County. EXHIBIT C -II", l - . , Dcvelt>plD~~ Cl>INii~BilIl4~ PROJEC'tl :PLt.m: 7OTALSF.: .ApptW? 54,lP9SF , cWJ;.sIF1CATJONlNOTf:& ~TOTAL:I . . DIYISION Ii GENERAL REQUIREMENTS, A. Orrsflc ~~0lC_ B•• -'. ."i'"""",;" . "v••,.CoT ~'" 3. Tolkts 4. T'tl«l1ioi\l: ~.. ~c I~ ba..­ D....... £o~""'" 1 InlMII'CI~ J. Ph., t1omU"" K. Atcliite:eWrV D.~i.m &. ~ t. DrnSaaClmlduWonl . ­ :z.. Atrf,llcc.ltmll>::tl~ I 1. DuiatPwnJIColInlirw1M.". 1., P'ClllIilr M. Ua.\Dm, Wuif.n:e> .p•.Utnltya,....lo..­ n.'Misetd~toUS": , DIV1SjON2, SITE WORK! 8, She Dtm61lum i Si1¢ COneRte! R:. O'!btl;: DIVISION 3: CONCRETE: A. P-oondation ~ 1. SJabooOttl&c 0, B.alJMCOh9id~DW;t;. • O.FloOtTrmcb&r~tdI: p.61her: $318.828 "weeb-@.~O%.~ot~ I'ld P.f1>J~~+ ,,. ...kl@IOQ%f~~~Qb.+2.~W'Xfot >4, 000M:lftctdD-u-DUl 'OSONA:: """", "' ........~x"'" "-900 'soil"'.....,,""hI!< 51400. "' .... ".,.... 100100.: SO .. ­ 6LLDWANCE '''' t.'t"~{>NC& " ""'@"'.<:;JIM!/.'-""'" $5450.""'" /.UQWANC£; OffiCe Ckininl: S3 i.\S9 -. '. $151,869, ~1~rot~Wdin&ana~w ...'" A1L6WANC£.: Atchllt:d>lt't. MEl' """" r~tAAWltin.8..~'tiOMH@~liMMH_ - . $10:860 /J.UtilIAN~ $121 bOO 3rzv; oftow. lJtnl=t CDS! "llS" exlwnll SO ..$10.000 SO '" " BioLf,ndlord. me:VJiOC nit .. S4,z00 .. SO SO lfrent:hlltt. for" ...~"'''' LF "13l1L!' .. EXRIBIT Cl I BST•.&enEDUl.E: TOTAL&R: , '" C1JI.SSIFlCY.TIO.WNQIES: OMSION 10: SP~TlES: -It.. o.dl1rae"b'M3d:3ng1l~ S.W= C- Tt>I\d. ~loilet 5Wk.. (I) hWUd Iblli. (4) llrlnal 1~ M:JterW$. 2. Labot· D. T0l1d h:ee:sulrJec ~m~~5oapd'~ '~Ma1c:rl.ak ...."" .... L to\'" i!. Acces.s. f'1oo,~ Fk l...ouvtrifI/ent$/OrlTlts: Q. S~2!i.t: ... ""'.."",. I J!. tnLSigrl~r> ALWW,ANCB: ~ & tOotn 16m6fii:ll!ioa$i~ lUi", n5"l~hlrM.ABC~shei;$ail1D1~ t. AWlIinU: J. Ooer'ahlePartitkmt: " """,:. 'fOIAL'1 52? 780 ". so SIUta. $}3.&eo 10 "16,,,1 $11,600 .... 10 10 S2.S(>O $0 ""00 "'00 SO SO SO .. DIVISION 11: EQUIPMENT: I A. PiDt~ Scff:tns:: B.OIhet: "' OWI!llON 11, .l'UM'lSRlNGS: 59,325 A. 'Dlillk AU.OW"""" "51 .......... '" ..5M.,,,, Si.2ls B, Walk ofi'Mau:: Ftu1Ji tn3t iii tnaln wstlbuk. SI.,690 ALlPW~g'~~_(1)""."'''''''(ll C.AbOrta1l~ ciisby,~ •ti~~i .. . S3 ..56 I_DIVISIO_iN_lJ_'_SP_ECIALCO_N_'STRtlCTf_._ON 5-J°1__ _ _ --'=======_so"'I Apfl!Ol:.S4,I!l1), - ClASSIJ1CA1l0NlNOT&S: toIAL'1I I DIVISION [5: MECHAN[Ca 8541;79< ~~crtQr~ fpaee. wa.r~OURJPOnklet'" A. P"1ft.~on_Sn:ttinr .......on!. S1.09 t9.S B.. Pillrrbll'ld SmilhMeehudez1 "SU9,800 NewlWuril:(22 IDl~C~ lu-a!Drie:;. (J) w-.A. 'T._"':.i,("""''''''' """"0;($)""'''''«I. Fildllles': h . fIOCtf lIrih1s . m,600 2. N~Gas N1IWtaI-~-1O """"lObRVAC e.:mlornenl ill"'" J. Ai~Jcw:tl so SO.. """ e. ~rDraint sol ,,";',001D. H.\t.A.CJ I, HeitlCool. £nalmnent hfYtM)! 1:S0 IllIlJ co",ailir.nlllp L ""'" ,. DisMtMiblJ 4. CM\nIls S. Eadwl~ tans I,,, tw,,,rl,,,, t.. Vc:n1MliPo '. S,""'..._""..""", P.() t>addlc hrIs ~ \V'.i.et.ou5~ an:a .. """­ ~J'l.sOO lncl. I",. ."" "000 SO SO $15.&10 Obi DIVISION 16, ELECI1llC/J. I 853S,t4S Jr..t'rln:.arY'EI~ "" ",I I. T=nll,BIcebia: 50 ,. Set>.ii:e tliIll M.D.P .AIlr.mlll:'t; to \lDl!1'3&. ~Nng eI~ unice $25.'" ~:':'~, V~eewi!h~butiDIl 3. Br'l1Ill::L CT. EouiD Ihru ~tb. "."'" 8\'J..and1oni•.•'" Ucl>'m ("5) ,. 41ar1<::t.:ll<t",,:,~~ l") h~~loor 5. hldior Uli!hfml! melil bdlds fn::6f In W.ihho . (SO hl-tlllili Idl SJ19.&Oo (J'Q)~__"",®O",r_ (I S) 6cdiial.eamcptllcles; (2) tClHSl!fi(ot ~tlcs; (Yi) ...""''''offi<o:"",(,O) ~ln S'ltjoo.6. P&M:r Wliint It n~ -~ . lSOlOlU- ormtACfor cffice ttd 'W2J"Cllov~ ~1\lSl sn.l~5"1. HVAC Enlli .W'Jlin~ hnfl \Vala"~"N\1i1"rw >0i. ProdllctiOfl ~.~ W"pihlo SO"""dolt( T""""'" .. 10. Olhet: AUl)'W~forTtftant~cel~n';ltm$ m:... ",=ci "''''''_'''0''''''_''' $I,,,,,,,, B. fircAlarlllS~· mom dWefCoAoeoted to eenm1 b.ttMl S4Q,oobAUOWANC8: Mat ClTds ani! t1edrnett:t-~ivC. S""",, ""'''''''. Sl·O?6.606S\lBTOl:,I.L, ~cin~mFet: m:m> ><-" .""" - n"S""", ",.. '000..._ di96.600tROJECT TOT.4.L: ';0.>4 ...Sf{!l""' .....' ..SF1 . 5100000 ~ RULES AND REGULATIONS: Tenant shall, at all times during the term ofthis Lease: , 1. Use, maintain and occupy the demised premises in a careful, safe, proper and lawful manner, keep the demised premises and its appurtenances in a clean and safe condition; 2. Keep all glass in the doors and windows ofthe demised premises clean and in good repair; 3. Not place, maintain or sell any merchandise in any vestibule or entry to the demised premises, on the sidewalks or enclosed area adjacent to the demised premises, or elsewhere on the outside ofthe demised premises without the prior written consent or Landlord; 4. Keep the demised premises and an area within 15 feet ofthe front ofthe demised premises in clean, orderly and sanitary condition, free ofdebris, insects, rodents, vermin and other pests;. . 5. Not permit undue accumulations of garbage, trash, rubbish and other refuse in the demised premises, and keep refuse in closed containers within the interior ofthe demised premises until removed; 6. Not use, permit or suffer the use of any apparatus or instruments for musical or other sound. reproduction oftransmission in such manner that the sound emanating therefrom or cause thereby shall be audible beyond the interior ofthe demised premises; 7. Light the exterior signs ofthe demised premises from dusk to 11 :00 p.m. each evening; 8. Keep all mechanical apparatus free ofvibratiOl1 and noise which may be transmitted beyond the confines of the demised premises; . 9. Not cause or permit objectionable odors to emanate or be dispelled from the demise premises; 10. Not overload the floors and electrical wiring.and not install any additional electrical wiring or plumbing without Landlord's prior written consent; 11. Not conduct, permit or suffer any public or private auction sale to be conducted on or from the demised premises. 12. Not solicit business in the common areas ofthe Center or distribute handbills or other advertising materials in the common areas, and if this provision is violated Tenant shall pay Landlord the costs ofcollecting same from the common areas for trash disposal. 13. Not place into any trash receptacle or dumpster that Landlord may provide any Hazardous Substances or any substance declared to be infectious under any applicable law or regulation. EXHlBITD Montgomery County, Maryland PremIses (9) Tenant has not assigned the Lease or sublet all or any portion of the Premises, except as listed in Exhibit C, attached. Any sublease or assignment documents are attached as part of Exhibit C. (10) Any notices to be sent to Tenant should be sent in the form required in the Lease to: Montgomery County, Maryland Department of General Services 101 Monroe Street, 3'd Floor Rockville, MD 20850 Attn: Director With a copy that does not constitute notice to: Office of the County Attorney 101 Monroe Street, 3rd Floor Rockitiile, MD 20850 Attn: County Attorney TENANT: Montgomery County, Maryland By: ·-:D::';i-an-e-S:::-C'"":h-w-a-rt:-z-J~o-n-e-s -- ­ Assistant Chief Administrative Officer --2­ SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT MONTGOMERY COUNTY TIllS SUBORDINATION, ATTORNMENT AND NON-DISTRUBANCE AGREEMENT ("Agreement") is entered into as of the ("Ejfrcffve Date") by and between (the "Mortgagee") and MONTGOMERY COUNTY ::-MAR"-;-;;::YL=--;-AND='"""(h::-er""6'7in-a""ft-er-c-,-co-=I::-Iec-t""iv-e'";ly"'-'-:;-'the "Tenant"), with referenc.e to the following facts: , whose address is ---c---~-,-,-=-~~. (the "La-nd-=l:-o-rd':::~:-) o-wns--=r,'"""ee-s7im-p-=l-e-:7tit""le-o-r-a-;I-ea-'sehold interest in the real property described in Exhibit "A" attached hereto (the "Property"). _ Mortgagee intends to make a loan to Landlord In the original principal amount of . ($ ) (the "Loan"). . To secure the Loan, Landlord intends to encumber all the Property by entering into that certain Mortgage to be dated in fuvor ofMortgagee (as amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the ''Mortgage'') to be recorded in the Land Records in and for the Montgomery County, State ofMaryland. Pursuant to the Lease effective (the "Lease'" Landlord demised to Tenant a pomon ofthe Property consisting ofthe following (the ''Leased Premises"): Tenant and Mortgagee desire to agree upon the relative priorities oftheir interests in the Property and their rights and obligations ifcertain events occur. NOW, THEREFORE, for good and sufficient consideration, Tenant and Mortgagee agree: Definitions. The following terms shall have the following meanings ;for purposes ofthis Agreement. (a) Foreclosure Event. A "Foreclosure Event" means: (i) foreclosure under the Mortgage; (ti) any other exercise by Mortgagee ofrights and remedies (whether under the Mortgage or under applicable law, including bankruptcy law) as holder of the Loan andlor the Mortgage, as a result ofwhich a Successor Landlord becomes owner of the Property; or (iii) delivery by Landlord to Mortgagee (or its designee or nominee) ofa deed or other conveyance of Landlord's interest in the Property in lieu ofany of the foregoing. . (b) Former Landlord. A "Former Landlord" meansLandlord and any other party that was landlord under the Lease at any time before the occurrence of any attornment under this Agreement. (c) Offset Right. An "OffSet Right" means any right or alleged right ofTenant to any offSet, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Landlord pursuant to this Agreement), claun, counterclaim, reduction, deduction, or abatement against Tenant's payment ofRent or performance ofTenant's other obligations under the Lease,'arising (whether tinder the Lease or under applicable law) from Landlord's breach or defuult under the Lease. (d) Rent. The "Rent" means any fIxed rent, base rent or additional rent under the Lease, EXillBIT F' (e) Successor Landlord. A "Successor Landlord" means any party that becomes owner of the Property as the result ofa Foreclosure Ilvent. (t) Other CaPitalized Terms. Ifthe initial letter ofany other term used in this Agreement is capitalized and no separate definition is contained in this Agreement, then such term shall have the same respective definition as set forth in the Lease. Subordination. The Lease shall be, and shall at all times remain, subject and subordinate to the terms of the Mortgage, the lien imposed by the Mortgage, and all advances made under the Mortgage. Nondisfllrbance. Recognition and Attornment. (a) No Exercise ofMortgage Remedies Against Tenant. So long as the Tenant is not in defuult under the Lease beyond any applicable grace or cure periods (an "Event ofDefault"), Mortgasee shall not name or join Tenant as a defendant in any exercise ofMortgagee's rights and remedies arising upon a default under the Mortgage unless applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or prosecuting such rights and remedies. In the latter case, Mortgagee may join Tenant'as a defendant in such action only for such purpose and not to terminate the Lease or otherwise adversely affect Tenant's rights under the Lease or this Agreement in such action. (b) Nondlslubance and Attornment. Ifan Event ofDefault by Tenant is not then continuing, then, when Successor Landlord takes title to the Property: (i) Successor Landlord shall not terminate or disturb Tenant's possession ofthe Leased Premises under the Lease, except in accordance with the terms of the Lease and this Agreement; (ii) Successor Landlord shall be bound to Tenant under all the terms and conditions ofthe Lease (except as provided in this Agreement); (iii) Tenant shall recognize and attorn to Successor Landlord as Tenant's direct landlord under the Lease as affected by this Agreement; and (iv) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant. Tenant aclaiowledges notice of the Mortgage and assigmnent of rents, leases and profits from the Landlord to the Mortgagee. Tenant agrees to continue making payments ofrents and other amounts owed by Tenant under the Lease to the Landlord and to otherwise recognize the rights ofLandlord under the Lease until notified otherwise in writing by the Mortgagee (as provided in the Mortgage), and after receipt ofsuch notice the Tenant agrees .thereafter to make all such payments to the Mortgagee, without any further inqniry on the part of the Tenant, and Landlord consents to the foregoing. (c) Further Documentation. The provisions ofthis Article 3 shall be effective and self- operative without any need for Successor Landlord or Tenant to execute any further documents. Tenant and Successor Landlord shall, however, confll1ll the provisions ofthis Article 3 in writing upon request by either ofthem within thirty (30) days of such request. Protectton ofSuccessor Landlord. Notwithstanding anything to the contrary in the Lease or the Mortgage, SUcCessor Landlord shall not be liable for or bound by any ofthe following matters: (a) Claims Agalnsl Former Landlord. Any Offset Right that Tenant may have against any Fonner Landlord relating to any event or occurrence before the date ofthe attornment, including any claim for damages ofany kind whatsoever as the result ofany breach by Former Landlord that occurred before the date of attornment. (b) Prepayments. Any paymentofRent that Tenant may have made to Former Landlord . more than thirty (30) days before the date such rent was first due and payable under the Lease with