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LEASE AGREEMENT BETWEEN SENECA CENTER II, LLC AND MONTGOMERY COUNTY, MARYLAND
DATE: 11- ). 0 f(
TABLE OF CONTENTS
Paragraph
I. Leased Premises
- Term
- Delivery & Acceptance, Construction
- Use
- Rent
- Services & Operating Expenses
- Liability, Property Damage & Fire Insurance 8, Landlord's Property Damage & Liability Insurance
- Right of Entry
- Alterations II. Assignment
- County's Duties & Covenants
- DamageslDestruction of Leasing Premises
- Return of The Leased Premises IS. Default By County
- Default By Landlord
- Force Majure
- Rules & Regulations
- County's Right of Quiet Enjoyment
- Waiver
- Non-Discrimination
- Ethics Requirement
- Contract SolicitioniBrokers's Fees or Commission
- Eminent Domain
- Holdover
- Entire Agreement 27, Modification
- Notices
- Governing Law
- Claims
- No Partnership
- Subordination, Attornment, and Non-Disturbance
- Acknowledgement Concerning Statutory Limitations
- Estoppel Certificate
- 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
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.
- 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%).
be void or voidable, the County's obligation to pay rent shall be abated until the date of Substantial completion, and the Estimated Completion Date will be extended one (l) day for each day that the Tenant Improvements are not completed beyond the Estimated Completion Date; provided however, that if the County has fully complied with its obligations pursuant to the Work Letter and the Tenant Improvements are not substantially complete on or before May 31, 2009, the County may elect to give written notice of termination of this Lease, to be effective as of June 30, 2009 (the "County's Elective Termination Date"), unless the Tenant Improvements are substantially complete prior to that date or the County notifies the Landlord, in writing, that it is waiving its notice of termination.
D. The County covenants with Landlord that the County, and its employees, will not take any action to hinder or delay Landlord's performance of the work to be performed pursuant to the Work Letter, including without limitation, failing to timely and completely respond to any requests for review and approval of Construction Set of Drawings, any submittals, changes, material selections or other requests for approval made by Landlord and the failure to pay, when due, any sums due on account of work performed or materials provided for the constlUction of the Tenant Improvements, including without limitation, Landlord's overhead. Failure of the County or its contractors, architects or other consultants to respond within the time periods prescribed for such responses in the Work Letter will result in the Estimated Completion Date being extended one day for each day beyond the required response date. FUtiher, if the County requests any changes, modifications or other alterations to the Tenant Improvements which, in the reasonable judgment of Landlord, require additional time to achieve substantial completion or otherwise result in a resequencing of work or a delay in the flow of the performance ofthe work, the Estimated Completion Date will be extended by a number of days equal to the greater of (i) the number or days required for the performance of such change, modification or alteration, or (ii) the number of days that the work sequencing has been delayed or intenupted. In addition to the foregoing, in the event that the County has not paid within thirty (30) days following receipt of an invoice in a format acceptable to the County for completed work, Landlord, in addition to any other right or remedy provided for in the Work Letter, may direct that work on the County Improvements be stopped until the Parties have agreed on payment of the outstanding invoice(s) and, in such event, the Estimated Completion Date will be extended for a number of days equal to the number of days that work was stopped, plus seven (7) days to allow for remobilization of any contractors to the Premises. The County's acceptance will not be unreasonably conditioned, delayed, or withheld after the punch list items are complete.
4. USE
A. Use: The Leased Premises must only be used and occupied for offices, storage, and warehousing for the Board of Elections and other administrative programs, as permitted by the applicable zoning codes of the City of Gaithersburg.
- RENT
A. Rent: Commencing on the Commencement Date, and for the first lease year thereafter (the "Base Lease Year"), the County will pay to the Landlord rent in the amount of$12.00 per square foot for an annualized rental amount of Six Hundred Fifty Thousand Two Hundred Eighty Dollars and 0011 00 ($650,280.00) payable in equal monthly
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
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
- 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.
D. Common Area Expenses: Common Area Expenses are all expenses and costs of every kind and nature which the Landlord incurs because of, or in connection with the ownership, maintenance, management and operation of the Property which expressly includes the land, Building and the Common Areas, including without limitation, property management fees, and Landlord's building and general liability insurance, provided however, that the costs of any premiums attributable to insurance coverage required by the County to be calTied by Landlord in excess of the Landlord's existing coverage, or limits of coverage, will be borne by the County exclusively. The County's share of the Common Area Expenses will be based on a fraction the numerator of which is the total rentable square footage of the Leased Premises, and the denominator of which is the total rentable square footage of the Building, or 62.0 % (i.e., County's Square FootagelEntire Square Footage).
E. Real Estate Taxes: "Real Estate Taxes" shall mean all taxes and assessments, including but not limited to, general or special, ordinary or extraordinary, foreseen or unforeseen, assessed, levied or imposed by any governmental authority upon the Building and the Land. Real Estate Taxes also shall include special assessments which are in the nature of, or in substitution for real estate taxes, including, without limitation, road improvement assessments, special tax district assessments, special use area assessments, and school district assessments. If at any time the method of taxation prevailing at the date of this Lease shall be altered so that in lieu of, as a substitute for, or in addition to the whole or any part of the taxes now levied or assessed, there shall be levied or assessed a tax of whatever nature, then the same shall be included as Real Estate Taxes. Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of any real estate taxes shall be added to and included in the amount of any such real estate taxes. Landlord shall have no obligation to contest, object or litigate the levying or imposition of any real estate taxes and may settle, compromise, consent to waive or otherwise determine in its discretion any real estate taxes without consent or approval of Tenant. The County's share ofthe Real Estates Taxes will be based on a fraction the numerator of which is the total rentable square footage of the Leased Premises, and the denominator of which is the total rentable square footage of the Building, or 62 % (i.e., County's Square FootagelEntire Square Footage).
F. Signage: The County agrees not to install, place or cause to be placed any exterior advertising signs or awnings upon the premises, not to place advertising signs or posters on the interior of any windows and not to change the exterior color of the building without the prior written consent of Landlord. County shall provide on one facade of the Leased Premises, a suitable exterior signboard, sign or signs of such size, design and character, and in such location(s) only, as Landlord shall approve in writing in its sole discretion. County hereby agrees that such signage shall, unless otherwise expressly permitted, also comply in all respects with the provisions and requirements of the Sign Regulations hereinafter adopted from time to time by Landlord which will be provided to the County in writing. The County shall obtain and pay for all permits and licenses required in connection with such sign and shall be responsible for the proper installation thereof It is further understood that all signs placed by County on the Leased Premises shall be erected and maintained in accordance with the county, state and/or other ordinances in force or effect at the time, and at the sole cost and expense of County. County agrees to illuminate and maintain all signs in good condition and repair at all times to the reasonable satisfaction of Landlord. Except as expressly permitted by Landlord, no other signs, lights, lettering or
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.
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.
- 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.
- ASSIGNMENT
This Lease Agreement is not assignable.
- 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.
month in which said condition occurs shall be prorated and credited or paid to the appropriated party. If the Leased Premises are partially damaged or destroyed, then during the period that County is deprived of the use of the damaged portion of said the Leased Premises, County shall be required to pay rental prorated to reflect that portion of the Leased Premises which continues to be "Tenantable" and appropriate for County's use. Landlord will proceed at its expense and as expeditiously as may be practicable to repair the damage. Notwithstanding any ofthe foregoing, in the event of substantial damage or destruction, and Landlord should decide not to repair or restore the Leased Premises or the building, in which event and at Landlord's sole option, Landlord may terminate this Lease f011hwith, by giving County a written notice of its intention to terminate within ninety (90) days after the date of casualty. No compensation, or claim, or diminution of rent other than as described above will be allowed or paid, by Landlord, by reason of inconvenience, annoyance, or injury to business, arising from the necessity of repairing the Lease Premises or any portion of the Building of which they are a part.
- RETURN OF THE LEASED PREMISES
A. At the conclusion of the Lease Term as set forth in this Lease, or following the termination of this Lease for any other cause the County will remove all of its personal property from the Leased Premises and return to the Landlord all keys, locks, and other fixtures belonging to the Landlord, in good repair, reasonable wear and tear excepted. 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.
B. The County will return the Leased Premises to the Landlord in "broom clean" condition, reasonable wear and tear excepted.
C. Following termination of this Lease the County must remove any and all signs erected by or on behalf of the County, as directed by Landlord.
D. At the time of termination of this Lease and at the Landlord's option, the County will pat1icipate in a walk-through with the Landlord's agent or employee to inspect the Leased Premises.
E. The County shall not have any obligation or liability to remove the improvements made pursuant to County's Improvement Work Letter.
- DEFAULT BY COUNTY
A. If the County shall default in payment of the rents, including any amounts denominated as additional rent reserve hereunder for a period of seven (7) days after any of the same shall have become due and payable as aforesaid, or if County shall abandon or appear to abandon the Leased Premises or fail to conduct business therein, for a period of sixty (60) consecutive calendar days except for repairs or restoration of the Leased Premises with the consent of the Landlord, or if default shall be made by County in any of the other covenants and agreements herein contained to be kept and fulfilled on the pat1 of the County for a period of thirty (30) days after written notice of such default is given by the Landlord to
the County without action by the County to remedy such default and continuance of such action to remedy such default to conclusion with reasonable diligence or if County makes any transfer, assignment, conveyance, sale, pledge or disposition of all or a substantial pOliion of its property, or removes a substantial portion of its personal propeliy from the Leased Premises, then and forthwith thereafter the Landlord shall have the right at its option and without prejudice to its rights hereunder, to terminate this Lease and/or to re-enter and take possession of the Leased Premises, or the Landlord, without such re-entry may recover possession of the Leased Premises in the manner prescribed by the statute.
B. Should Landlord elect to re-enter, or take possession pursuant to legal proceedings then the County's tenancy shall be immediately terminated, and, upon payment of all rent or additional rent due at or before the time of terminating the County will have no further obligation under this Lease.
C. Each Party must pay its own legal costs expenses in any suit or claim filed under this Lease.
D. In order to defray the additional expenses involved in collecting and handling delinquent payments, County shall pay on demand a late charge of One Hundred Dollars ($100.00) when any installment of rent (minimum or additional) is paid more than ten (10) days after the due date thereof. This charge is intended to compensate Landlord for additional costs incurred by it and is not to be considered interest. Such past due rent charge shall not be imposed the first time it would otherwise be due during any twelve (12) month period, provided County shall make such payment within seven (7) days after written notice from Landlord that payment has not been timely received.
E. Should any controversy arise by and between the Parties concerning any of the terms and conditions contained in this Lease, 01' the payment of monies due hereunder, each of the Parties hereby knowingly, voluntarily and intentionally waives its right to a jury trial and freely elects to be tried by a court of competent jurisdiction located in, Montgomery County Maryland.
- DEFAULT BY LANDLORD
In the event that the Landlord 01' his assigns shall fail 01' neglect to keep and perform each and everyone of the covenants, conditions, and agreements contained in this Lease, and such failure 01' neglect is not remedied within thirty (30) days (01' such longer period as either otherwise provided herein on as may reasonably be required to correct the default with exercise of due diligence) after written notice from the County specifying the default, then the County, at County's option, may terminate this Lease upon written notice to Owner, in which event the Landlord and County shall be released from all liability to the other hereunder.
- FORCE MAJURE
Except as otherwise provided, neither the Landlord or the County shall be considered in default of an obligation under this Lease nor liable for loss or damage for failure to perform an obligation (nor shall the other party be released from any of its obligations under this Lease if the non-performing party is delayed in performing an
Page 140f
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.
- 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 160f
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.
- 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.
- 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.
30. CLAIMS
Any claim or action brought by or on behalf of either Party in connection with the performance of this Lease must be filed and maintained in a court of competent jurisdiction located in Montgomery County, Maryland.
- NO PARTNERSHIP
Nothing contained in this Lease shall be deemed or constlUed to create a partnership or joint venture of or between the Landlord and the County, or to create any other relationship between the Landlord and the County other than that of landlord and tenant.
- SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
In the event that the original Landlord, or any successor owner of the Premises shall sell or convey the Premises, all liabilities and obligations on the part of the original landlord, or such successor owner, under this Lease occurring thereafter shall tenninate as of the day of such sale, and all such liabilities and obligations shall be binding on the new owner. The County agrees to attorn to such new owner. Any successor to the Landlord's interest shall not be bound by (i) any payment of Base Rent or Additional Rent for more than one (1) month in advance or (ii) as any mortgagee or any purchaser at foreclosure, any amendment or modification of this Lease made without the consent of such mortgagee. The County shall, without charge, attorn to such successor-in-interest upon written request from Landlord, using the Subordination, Attormnent, and Non-Disturbance form attached as Exhibit F.
- ACKNOWLEDGEMENT CONCERNING STATUTORY LIMITATIONS
The Landlord acknowledges that the County is a political subdivision of the State of Maryland and, as such, is subject to the terms of the Maryland Local Government Tort Claims Act, Section 5-301, el seq. of the Courts and Judicial Proceedings Article of the Maryland Annotated Code, as the same may be amended from time to time (the "Local Govermnent Tort Claims Act" or "LGTCA"). As the County is subject to the terms of the LGTCA by virtue of being a political subdivision of the State of Maryland, certain indemnities which may be provided for in this Lease may be limited by the provisions of such LGTCA. Without limitation, any programs of the State of Maryland (the "State") which are being administered by the County within the Leased Premises shall be subject to the limited immunity granted to State employees and programs under the LGTCA and under the Maryland Tort Claims Act, Section 12-101, el seq. of the Government Article of the Maryland Annotated Code, as the same may be amended from time to time (the "State Tort Act"). For purposes of this Lease, the LGTCA and the State Tort Act are referred to collectively as the "Tort Acts." Any obligation or liability of the County arising in any way from this Lease is subject to, limited by, and contingent upon the appropriation and availability of funds. Any indemnification given by the County in this Lease is limited by the damage caps and notice requirements stated in the Local Govenunent Tort Claims Act, Md. Code Ann., Cts. & Jud. Proc. §§ 5-301, et seq. (2006) Rep. Vo.) (the "LGTCA"); Md.
Code Ann. Art. 25A, § IA (2005 Repl. Vol.); and Md. Code Ann" Cts. & Jud. Proc, § 5- (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.
- 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.
- 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.
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