LEASE
This Lease dated ______is between FCA LLC [Landlord] and ______[Tenants.]
ARTICLE 1
As used in the Lease, the following terms shall have the following meanings:
1.1 The demised premises [the “Demised Premises”] consist of approximately 735 square feet in a building [the “Building”] on the property commonly referred to as 645-647 Ridgely Avenue, Annapolis, Maryland. 1.2 Landlord’s mailing address [the “landlord’s Mailing Address”] for purpose of giving notice and making rental payments is a follows:
Full Circle Healing Arts 645 Ridgely Avenue Annapolis, MD 21401
Tenant’s mailing address [“Tenant’s Mailing Address”] for purpose of giving notice is as follows:
______
______
______
ARTICLE 2
2.1 Demised Premises.
Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s rights and interest in and to the Demised Premises described above, in as is condition, plus three [3] parking spaces.
2.2 Term.
This Lease shall commence on ______[“Commencement Date”] and terminate at midnight on ______[the “Term.”]
1 ARTICLE 3
3.1 Rent.
Tenant covenants and agrees to pay a rent [“Rent”] for the Demised Premises. The Rent shall be Fifteen Thousand Three Hundred and 00/100 [$15,300.00] per year, and shall be payable in equal monthly installments of One Thousand Two Hundred and Seventy Five and 00/100 Dollars [$1,275.00] each in advance upon the first day of each calendar month of the Term, without any prior demand therefore and without any deduction, recoupment, counterclaim or set-off whatsoever. If the Term shall commence or end on a day other than the first day of a calendar month, thr Rent for the first and last partial month shall be prorated on a per diem basis.
The Rent shall be paid to Landlord, without deduction or offset, in lawful money of the United States of America at the office of the Landlord, or to such other person or at such other place as Landlord may from time to time designate in writing.
3.2 Late Penalty and Interest.
In addition to Landlord’s remedies in case of default, if any installment of Rent is not paid promptly when due, and remains unpaid for seven [7] days, Tenant must pay an additional five percent [5%] of the payment due Landlord regardless of whether or not a notice of default or notice of termination has been given by Landlord. This provision shall not relieve Tenant from payment of Rent a the time and in the manner herein specified. Interest on Rent not paid after 30 days shall thereafter accrue at the rate of 1.5% per month or the maximum legal rate, if the maximum legal rate is lower.
3.3 Personal Property Tax.
Tenant shall pay or cause to be paid, prior to delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories, and other personal property placed in and upon the Demised Premises by Tenant.
3.4 Common Area Maintenance.
Landlord shall be responsible for the maintenance of the common areas [e.g. snow removal, landscaping and parking lot maintenance.]
2 3.5 Additional Rent.
Any and all payments which may hereunder become due Landlord from Tenant, including without limitation penalties and reimbursement of costs incurred by Landlord, shall be deemed additional Rent, due immediately.
ARTICLE 4
4.1 Tenant’s Public Liability Insurance.
Tenant shall, at its own cost and expense, keep and maintain in full force during the Term a policy or policies of comprehensive public liability insurance, without deductible provision, written by an insurance company acceptable to Landlord, insuring Tenant’s activities with respect to the Demised Premises against loss, damage or liability for personal injury or death of any person or loss or damage to property occurring in, upon or about the Demised Premises in the amount of:
[i] at least $1,000,000.00 with respect to bodily injury or death arising out of any on occurrence and at least $2,000,000.00 with respect to the aggregate of all occurrences during any given annual policy period; and
[ii] at least $250,000.00 with respect to property damage arising out of any one occurrence, and at least $5000,000.00 with respect to the aggregate of all occurrences during any given annual policy period.
4.2 Tenant’s Workmen’s Compensation Insurance.
Tenant shall obtain and maintain workmen’s compensation insurance subject to statutory limits or better in respect to any work or other operation on or about the Demised Premises.
4.3 Tenant’s Other Insurance.
Tenant shall obtain and maintain such other insurance with respect to the Demised Premises and in such amounts as Landlord from time to time may reasonably request against such other hazards which at the time are commonly insured against with respect to properties similar to the Demised Premises, e.g. insurance to cover the storage of hazardous materials.
3 4.4. Insurance Evidence.
Tenant shall furnish Landlord upon Commencement Date and thereafter within thirty [30] days prior to the expiration of each policy, an original or an agent-certified copy of an insurance policy or commitment, as to each policy of insurance carried by Tenant pursuant hereto. Each such policy or commitment shall expressly provide that such policies will not be canceled, subject to reduction of coverage or otherwise subject to modification except after thirty [30] calendar days prior written notice to the parties named as insured therein. Landlord, its successors and assigns, and any nominee of Landlord holding any interest in the Demised Premises, including, without limitation, any holder of any fee or mortgage, shall be named as insured’s under each such policy of insurance maintained by Tenant pursuant to this Lease.
4.5. Tenant’s Failure to Carry Insurance.
Tenant shall be liable for any and all losses or costs to Landlord or any mortgages of the Building resulting from Tenant’s failure to obtain or maintain any policy of insurance in compliance with the provisions of this Lease. This Section 4.5 shall not be deemed to be a waiver of any of Landlord’s rights and remedies under this Lease, nor shall it be deemed to permit Tenant to be self insured. Failure to carry any policy of insurance shall be an Event of Default as that term is defined in Article 14.
4.6 Waiver of Subrogation.
Any policy or policies of fire, extended coverage or similar casualty insurance, witch Tenant obtains in connection with Demised Premises shall include a clause or endorsement denying the insurer any rights to subrogation against Landlord to the extent rights have been waived by the insured prior to the occurrence of injury or loss. Tenant waives any rights of recovery against Landlord for injury or loss due to hazard covered by insurance containing such a waiver of subrogation clause or endorsement to the extent of the injury or loss covered thereby.
4.7 Damage to Tenant’s Fixtures.
Tenant shall assume any risk of damage to any fixtures which remain property of the Tenant or as to which Tenant retains the right of removal from the Demised Premises.
4.8 Indemnification of Landlord.
Tenant shall indemnify and hold Landlord and the Demised Premises harmless from and against:
4 [i] any and all liability, penalties, losses, damages, costs, and expenses, demands, causes, common causes of action, claims or judgments arising out of the injury to any person or persons or any damage to any property as a result of an accident or other occurrence occasioned by any act or omission of the Tenant, its officers, employees, agents, servants, subtenants, concessionaires, licensees, contractors, invitees, permit tees, arising from or growing out of the use, maintenance, occupation or operation of the Demised Premises and common areas; and
[ii]all legal costs and charges, including reasonable attorney’s fees, incurred in and about any of such matters in the defense of any action arising out of the same or in discharging the Demised Premises or any part thereof from any and all liens, charges, or judgments which may accrue or which may be placed on the Demised Premises or the Building or the common areas, by reason of any act or omission of the Tenant; provided, however, that the Tenant shall not be required to indemnify Landlord for damage or injury of any kind arising solely as a result of Landlord’s willful acts or those of its agents or employees.
ARTICLE 5
5.1 Security Deposit.
The Tenant has deposited with the Landlord an amount equal to one month’s Rent [the “Security Deposit”] as security for the performance by Tenant of the provisions of the Lease. Landlord may, but is not obligated to, apply the Security Deposit to repair any damage and to clean up any debris and remove any furniture, fixtures, equipment and to remove or cover any paint which Tenant has left on the Demised Premises at the expiration or sooner termination hereof. If Tenant defaults upon any of the terms, provisions, covenants and conditions of the Lease, including but not limited to the payment of Rent, Landlord may, but shall not be required to use, apply or retain the whole or any part of the Security Deposit for the payment of any Rent in default or any other sum which Landlord my expend or be required to expend by reason of Tenant’s default including, without limitation, any damages or deficiency accrued before or after summary proceedings or other proceedings by Landlord. In the event that the Tennant shall comply with all of the terms of this Lease, the Security Deposit shall be returned to the Tenant after the Termination Date and after delivery of possession of the Demised Premises to the Landlord in good, undamaged, and clean condition, ordinary wear and tear excepted. In the event of the sale of the Building of which the Demised Premises forms a part, the Landlord shall have the right to transfer the Security Deposit to the vendee and the Landlord shall thereupon be released from all liability for the return of such Security Deposit. The Tenant shall not assign or encumber the money deposited as security, and neither the Landlord nor its successors or assigns shall be bound by any such assignment or encumbrance. Whenever and as often as the Security Deposit shall be diminished by Landlord’s application thereof during the Term, Tenant shall, within [10] days after Landlord’s written request therefore, deposit additional money with
5 Landlord sufficient to restore the Security Deposit to its original amount as set forth above.
ARTICLE 6
6.1 Tenant Repairs and Maintenance.
Tenant shall, at Tenant’s sole cost and expense, keep and maintain the Demised Premises, sub floors and floor coverings in good repair and in a clean and safe condition, and subject to the provisions contained herein, with reasonable promptness make all necessary and appropriate repairs of any kind and nature, whether ordinary or extraordinary, foreseen or unforeseen to non-load bearing walls, ceilings, sub floors and floor coverings. All repairs shall be at least equivalent in quality to the original work. Tenant will not take or omit to take any action, the taking of omission of which might impair the value or the usefulness of any of the Demised Premises or any part thereof. Tenant shall, at Tenant’s own expense, immediately repair all glass in the Demised Premises that may be broken during the Term with glass at least equal to the specifications and quality of the glass destroyed.
6.2 Landlord Repairs and Maintenance.
Landlord shall, at its expense, after written notice form the Tenant, repair any Minor Damage to structural portions of the roof, bearing walls; and foundation of the Demised Premises; provided, however, that if such Minor Damage is caused by an act or omission of the Tenant, the repairs shall be at Tenant’s expense, payable to the Landlord as additional Rent upon written demand of Landlord. There shall be no abatement of Rend during the performance of such work except to the extent that Landlord receives proceeds from rent abatement insurance for the Demised Premises. Tenant waives any right to make repairs at the expense of Landlord, pursuant to any contract, agreement, law or statute now or hereafter in effect. As used in the Lease, the term “minor Damages” shall mean such damage which does not require Tenant to vacate the Demised Premises. Landlord agrees to perform its duties and obligations in a timely manner; if not, then Tenant, fifteen [15] days after receipt by Landlord of notice from Tenant to Landlord of Landlord’s failure to repair and maintain, and Landlord’s failure to then maintain and repair, may make the repairs and maintenance and set off from its rent the reasonable cost of the repairs and maintenance.
[i]Landlord shall be responsible for repair and maintenance of heat pump and air conditioning and septic system.
6 6.3 Quality of Work.
All repairs, alterations, additions, and restorations by Landlord or Tenant herein required or permitted shall be done in a good, workmanlike manner in compliance with all applicable laws and regulations.
6.4 Liens.
Tenant shall promptly pay and discharge all claims for work or labor done, supplies furnished or services rendered at the request of Tenant. Tenant shall obtain valid and complete waivers of mechanic’s or material man’s liens against the Building or Demised Premises, or upon any property or materials used in connection with such repair or restoration of the Demised Premises or Building, and shall keep the Demised Premises and Building free and clear of all mechanic’s and material men’s liens. If any lien is filed, and Tenant has not posted a bond in kind and amount satisfactory to Landlord for discharge of such lien, Landlord may, but shall not be required to take such actions or pay such amount as may be necessary to remove such lien; and Tenant shall pay to Landlord upon demand any such amount so expended by Landlord together with interest thereon at the highest legal rate from date of expenditure.
ARTICLE 7
7.1 Tenant Fixtures and Personal Property.
Tenant may install trade fixtures, equipment and furniture in the Demised Premises. Tenant may make nonstructural alterations to, and install temporary improvements in, the interior of the Demised Premises. Tenant may place on the outside of the Building on Ridgely Avenue one sign, in a form and having an appearance approved by Landlord, and approved by government authorities, displaying its trade name.
7.2 Conditions.
Tenant’s rights pursuant to Section 7.1 are subject to the following conditions:
7.2.1 Tenant may not make any improvement [“Improvement”] referred to in Section 7.1 to the Demised Premises, without the prior written consent and approval of Landlord.
7.2.2 Tenant may not make any Improvement which cannot be made and removed without damage to the structure of the Building.
7.2.3 Tenant shall remove all Improvements by the endof the Term or the date of any earlier termination of this Lease.
7 7.2.4 Landlord shall have the right to alter or remove any Improvement not made in compliance with this Section 7.2
7.2.5 Tenant shall pay all costs and expenses related to the making and removal of Improvements, not previously approved by Landlord, including Landlord’s alteration or removal of Improvements, and repair of damage to the Demised Premises.
7.2.6 Any Improvements not timely removed shall, at Landlord’s option, become the property of Landlord, provided that such event shall not relieve the Tenant of any of its obligation hereunder.
7.2.7 Tenant shall not do or suffer to be done any act, matter, or thing whereby Landlord’s or Tenant’s interest in the Premises, or any part thereof, may be encumbered by any mechanic’s lien.
ARTICLE 8
8.1 Utilities.
Landlord shall be solely responsible for and promptly pay all charges for heat, gas, electricity and other utilities used or consumed on the Demised Premises. Landlord shall not be liable to Tenant for interruption in or curtailment of any utility service, nor shall such interruption or curtailment constitute a constructive eviction or grounds for rental abatement in whole or in part.
8.2 Easements.
Landlord reserve the right to: [i] alter the boundaries of the property on which the Building is located [the “Lot”] and [ii] grant easements on the Lot and dedicate for public use portions thereof without Tenant’s consent. Upon Landlord’s request, Tenant shall execute, acknowledge and deliver to Landlord, or in accordance with Landlord’s instructions, any and all documents, instruments, maps or plats necessary to effectuate Tenant’s covenants hereunder. All the above [8.2] shall not interfere with the Tenant’s us of the premises.
ARTICLE 9
9.1 General Use of the Premises.
The Demised Premises shall be used for office work; not customers/clients will use the premises and it will not be open to the public.
8 Tenant acknowledges that its use of the Demised Premises must not in any way jeopardize the existing non-confirming zoning use of the Demised Premises. Tenant warrants and represents that its use will be a permitted C-2commercial use in accord with the Zoning Ordinance of Anne Arundel County. Tenant shall, at Tenant’s sole cost and expense, comply with all the requirements of municipal, county, state, federal and other applicable governmental authorities, now in force, or which may hereafter be enforced, pertaining to the Demised Premises and secure any necessary permits. Tenant shall faithfully observe all municipal and county ordinances and state and federal statutes and governmental regulations of any type whatsoever now enforced, or which may hereafter by enforced. Tenant in its use and occupancy of the Demised Premises shall not commit waste, nor overload the floors or structure or subject the Demised Premises to any use which would tend to damage any portion thereof, or occupy or permit to be occupied any of the Demised Premises, in a manner that would make it impossible to obtain fire or other insurance thereon required to be furnished hereunder by the Tenant or that would cause or be likely to cause structural injury to any of the Demised Premises, Building or fixtures, or that would constitute a public or private nuisance. This Lease shall be contingent upon Tenant obtaining an occupancy agreement prior to ______.
ARTICLE 10
10.1 Notice of Taking: Condemnation Awards.
In case of any condemnation or taking by public or quasi-public authority [the “Taking”], Landlord shall give notice thereof to Tenant, but its failure to do so shall not affect the rights of the parties. In case of any such Taking, Landlord shall be entitled to all awards or payments on account thereof. Tenant shall be entitled to submit a claim for direct moving expenses or injury to Tenant’s fixtures and equipment and retain any award applicable thereof so long as the same does not diminish the amount of the award or proceeds otherwise payable to Landlord.
10.2 Repair or Replacement.
In case of any Taking, Landlord within thirty [30] days of notice of such Taking or proposed Taking, shall estimate whether the Demised Premises could be reasonably restored or repaired within ninety [90] calendar days after the date [“Taking Date”] of the Taking.
If in Landlord’s judgment the Demised Premises could be so restored within such time, Landlord may keep the Lease in full force and effect. If Landlord keeps this Lease in effect, Landlord shall, if possible, make temporary repairs in order to protect the Demised Premises and permit the Tennant’s continued use of the undamaged portion thereof pending the making of permanent repairs, restoration or reconstruction. Landlord shall complete such reconstruction or repair within a reasonable time after the Taking Date. In
9 no event shall Landlord be obligated to make, or do, any repairs, restoration or reconstruction.
If in Landlord’s judgment the Demised Premises could not be so restored within such time, then, at the Landlord’s option, this Lease shall terminate upon written notice to Tenant of such judgment. Tenant shall have a right to cancel this lease of the Taking renders sixty percent [60%] or more of the Demised Premises in need of repair, reconstruction or restoration, and tenant is forced to vacate the Demised Premises.
ARTICLE 11
11.1 Damage or Destruction.
If there is any major damage or destruction to the Demised Premises [“Major Damage”] as a result of any cause beyond the control of Landlord including, without limitation, fire, flood, tornado, the elements, earthquake, civil disturbance, war, insurrection, soil erosion, settlement or movement of the earth on the Lot or otherwise, Landlord, within thirty [30] days of the date of such damage [“Damage Date”] shall estimate whether the Demised Premises could be reasonably restored or repaired within ninety [90] calendar days after the Damage Date.
If in Landlord’s judgment the Demised Premises could be so restored within such time, Landlord may keep the Lease in full force and effect. If Landlord keeps this Lease in effect, Landlord shall, if possible, make temporary repairs in order to protect the Demised Premises and permit the Tenant’s continued use of the undamaged protion of the Demised Premises pending the making of permanent repairs, restoration or reconstruction. Landlord shall complete such reconstruction or repairs within a reasonable time after the Damage Date.
If in Landlord’s judgment the Demised Premises could not be so restored within such time, this Lease shall terminate upon written notice to Tenant of such judgment. As used in the Lease the term Major Damage shall include damage which forces Tenant to vacate the Demised Premises. Damage which does not force Tenant to vacate the Demised Premises shall not be Major Damage.
Tenant shall have a right to cancel this lease if the damage or destruction to the Demised Premises renders sixty percent [60%] or more of the Demised Premises untenable and tenant is forced to vacate the Demised Premises.
10 ARTICLE 12
Any one of the following events shall be an event of default [individually, and “Event of Default”]:
12.1 If Tenant shall fail to make any payment of rent when the same becomes due and payable hereunder; or if
12.2 Tenant shall fail to perform any other obligation, covenant or condition of this Lease which it is obligated to perform; or if
12.3 Provided that the rent is not current, or if the Tenant is otherwise in default under the terms hereof, and Tenant shall make a general assignment for the benefit of its creditors, or shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief, under any present or future statute, law or regulation, or shall file an answer admitting or failing to deny the material allegations of a petition against it for any such relief, or shall admit in writing its inability to pay its debts as they mature; or if
12.4 Provided that the rent is not current, or if the Tenant is otherwise in default under the terms hereof, and any proceeding against Tenant seeking any of the relief mentioned in Section 13.3 shall not have been stayed or dismissed within thirty [30] calendar days after the commencement thereof; or if
12.5 Provided that the rent is not current, or if the Tenant is otherwise in default under the terms hereof, and a trustee, receiver or liquidator of Tenant or of any substantial part of its properties or assets or of Tenant’s estate or interest in any of the Demised Premises shall be appointed with the consent or acquiescence of Tenant, or if any such appointment, if not so consented to or acquiesced in, shall remain unvacated or unstayed for an aggregate of thirty [30] calendar days [whether or not consecutive]; or if
12.6 Tenant shall be merged, consolidated, reorganized, liquidated or dissolved, or shall begin proceedings toward its liquidation or dissolution; or if there shall be any material change in the ownership or control of Tenant unless Landlord approves, which approval is not to be unreasonably withheld [gifts, exchanges and transfers for estate planning purposes shall be excluded from this clause and shall not constitute default]; or if
12.7 Tenant shall vacate or abandon the Demised Premises for a period of fifteen [15] consecutive days or more; or if
12.8 Tenant, directly or indirectly, shall create, incur, assume or suffer to exist any mortgage, deed of trust, title retention agreement or other security instrument and cause the same to be recorded or filed for recordation against the Demised Premises; or if
11 12.9 Any of the representations or warranties made by Tenant in this Lease, or in any other document, certificate or instrument delivered in connection herewith proves to be untrue in any material respect; or if
12.10 The then current use or occupancy of the Demised Premises hall be permitted pursuant to then applicable zoning laws only for so long as such use or occupancy shall be continued, and Tenant shall discontinue such use or occupancy without the prior written consent of Landlord.
ARTICLE 13
Landlord’s Remedies: Upon the occurrence of any Event of Default Landlord shall have the following remedies:
13.1 Landlord may, without prejudice to any other remedies, terminate this Lease after having given Tenant written notice of default and Tenant having failed to cure same within five [5] days of said notice of default. Upon such notice the Term shall expire and all rights of Tenant under this Lease shall cease.
13.2 Tenant covenants to pay, as additional Rent, all costs and expenses incurred by or on behalf of Landlord, but not limited to reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder.
13.3 If Landlord is able to re-let the Demised Premises for such uses as are permitted, Tenant shall pay Landlord as liquidated damages the present value of the difference between the Rent Landlord would have received under the remainder of the Term or extension thereof, and the estimated rent which Landlord will receive under any new lease covering the remainder of the Term from the date of the occurrence of Tenant’s act or omission which caused the Event of Default.
13.4 If an Event of Default shall have occurred, whether or not the Term has been terminated pursuant hereto, Tenant shall, not more than three [3] calendar days after receiving written notice of default and election to repossess the Demised Premises from Landlord, surrender the Demised Premises to Landlord and Landlord may enter upon and repossess the Demised Premises and by reasonable force, summary proceedings, ejectment or otherwise, may remove Tenant and all other persons claiming through or under Tenant and any and all personal property from the Demised Premises, and Landlord shall be under no liability for or by reason of any such entry, repossession or removal.
13.5 At any time and from time to time after the termination of this Lease pursuant to this Article 13, Landlord without notice to Tenant may, but shall be under no obligation to, relet the Demised Premises or any part thereof for the account of Tenant, in the name of Tenant or otherwise for such term or terms [which may be greater or less than the period which would otherwise have constituted the balance of the Term] and on such
12 conditions [which may include concessions or free rent] and for such purposes as Landlord in its sole discretion may determine, and may make reasonable alterations and repairs to the Demised Premises and may collect, receive and retain the rents collected in connection with such reletting.
13.6 To secure the payment of all Rent and Additional Rent due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby grants to Landlord an express first and prior contract lien and security interest on all property [including fixtures, equipment, chattels and merchandise] that may be placed in the Premises, and also upon all proceeds of any damage to any such property. Such property shall not be removed there from without the written consent of Landlord until all Rent and Additional Rent due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest are given in addition to the Landlord’s statutory lien and shall be cumulative thereto or alternative thereto as elected by Landlord at any time. In the event of a breach of this Lease, this lien may be foreclosed with or without court proceedings by public or private sale, provided Landlord gives Tenant at least five [5] days notice of the time and place of said sale, which Tenant agrees to be commercially reasonable, and Landlord shall have the right to become the purchaser, upon being the highest bidder at such sale. Contemporaneous with the executions of the Lease [and if requested hereafter by Landlord], Tenant shall execute and deliver to Landlord Uniform Commercial Code financing statements in sufficient form so that when properly filed at the expense of Landlord. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Maryland Uniform Commercial Code.
13.7 Neither [i] the termination of this Lease pursuant hereto,
[ii] the repossession of the Demised Premises,
[iii] the failure of Landlord to relet any or all of the Demised Premises,
[iv] the reletting of any or all of any portion thereof, not
[v] the failure of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting.
13.8 All of Landlord’s rights as set forth in this Article survive termination of this Lease.
13 ARTICLE 14
14.1 Assignment and Subletting.
Without the prior written consent of Landlord, neither Tenant, nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall directly or indirectly assign or mortgage this Lease, or directly or indirectly subject the whole or any part of the Demised Premises or permit the Demised Premises or any part thereof to be used or occupied by others. Any consent by Landlord to any act of assignment or subletting shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of Tenant, or the legal representatives or assign of Tenant, to obtain from Landlord consent to any other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by Tenant not to assign or sublet without such consent. Any violation of any provision of this Lease, whether by act or omission, by any assignee, subtenant or sublet or occupant, shall be deemed a violation of such provision by Tenant, it being the intention and meaning of the parties hereto that Tenant shall assume and be liable to Landlord for any and all acts and omissions of any and all assignees, subtenants, subtenant and occupants. If this Lease be assigned, Landlord may and is hereby empowered to collect rent from the assignee and to receive, as additional rent, the excess consideration received or to be received [whether or not denoted as rent] over the rent set forth in the Lease, if the Demised Premises or any part thereof be sublet or occupied by any person other than Tenant, Landlord, in the event of Tenant’s default, may, and is hereby empowered to, collect rent from the sub-tenant or occupant; in either of such events, Landlord may apply the net amount received by it to the rent herein reserved, and no such collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the acceptance of the assignee, sub-tenant or occupant as tenant, or a release of Tenant from further performance of the covenants herein contained on the part of Tenant.
14.2 Waiver.
Notwithstanding any assignment or sublease, or any indulgences, waivers or extensions of time granted by Landlord to any assignee or sublessee, or failure by Landlord to take action against any assignee or sublessee, Tenant waives notice of any default by any assignee or sublessee and agrees that Landlord may, at its option, proceed against Tenant without having taken action against or joined such assignee or subleessee, except that Tenant shall have the benefit of any indulgences, waivers and extensions of time granted to any such assignee or sublessee.
14 14.3 Release.
Whenever Landlord conveys its interest in the Lot and Building, Landlord shall be automatically released from the further performance of covenants, promises and conditions on the part of Landlord herein contained, and from any and all, further liability, obligations, costs and expenses, demands, causes of action, claims or judgments arising from or growing out of, or connected with this Lease.
ARTICLE 15
15.1 Estoppel Certificate.
Within ten [10] days after request therefore by Landlord, or if on any sale, assignment or hypothecation by Landlord of its interest in the Demised Premises, or any part thereof, an estoppel certificate shall be required from Tenant, Tenant shall deliver, in recordable form, a certificate to any proposed mortgagee or purchaser, or to Landlord, certifying [if such be the case] that this Lease is in full force and effect; the date of Tennant’s most recent payment of Rent, and that there are no defenses or offsets outstanding, or stating those claimed by Tenant. Tenant’s failure to deliver said statement or certificate in time shall be conclusive upon Tenant that: [i] this Lease is in full force and effect, without modification except as my be represented by Landlord, [ii] there are not uncured defaults in Landlord’s performance and Tenant has no right of offset, counterclaim, defenses or deduction against Rent or the Landlord hereunder, and [iii] no more than one month’s Rent has been paid in advance.
15.2 Attornment.
Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage or deed of trust made by the Landlord, its successors or assigns, encumbering the Demised Premises, or any part thereof, attorn to the purchaser upon such foreclosure and recognize such purchaser as the Landlord under this Lease.
15 ARTICLE 16
16.1 Abatement.
Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to [i] modify, surrender or terminate this Lease or quit or surrender any of the Demised Premises or any portion thereof, or [ii] entitle Tenant to any abatement, deduction, deferment or reduction of the Rent or other sums payable by Tenant hereunder, except as otherwise specifically provided in this Lease. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease.
ARTICLE 17
17.1 Compliance with Legal and Insurance Requirements and Instruments.
Tenant, at its expense, will promptly [a] comply and throughout the Term or any extension thereof continue to comply with all legal requirements and insurance requirements in respect of the use, operation, maintenance, repair and restoration of the Demised Premises, and [b] procure, maintain and comply with all licenses and other authorizations required for any use of, and for the proper operation and maintenance of, the Demised Premises or any part thereof.
ARTICLE 18
18.1 Waiver.
No waiver of any Event of Default or breach of any covenant by either party hereunder shall be implied from any omission by either party to take action on account of such Event of Default if such Event of Default persists or is repeated, and no express waiver shall affect any Event of Default other than the Event of Default specified in the waiver. Waivers of any covenant, term or condition contained herein by either party shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.
16 18.2 Accord and Satisfaction.
No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein stipulated shall be deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease.
18.3 Limitation of Landlord’s Liability.
The obligations of Landlord under this Lease do not constitute personal obligations of the individual partners of Landlord, and Tenant shall look solely to the real estate that is the subject of this Lease and to no other assets of the Landlord for satisfaction of any liability in respect of this Lease and will not seek recourse against the individual partners of Landlord or any of their personal assets for such satisfaction.
18.4 Entire Agreement.
This Lease sets forth all the covenants, premises, agreements, conditions and understandings between Landlord and Tenant concerning the Demised Premises, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them.
18.5 Time.
Time is of the essence hereof.
18.6 Short form Lease.
Concurrently herewith the parties may, at the option of either party, execute a short form of the Lease for recording. This Lease and any such short form of the Lease shall be construed together as one instrument. Tenant shall not record this Lease, or a short form of this Lease without the written consent of Landlord. The cost of any recordation shall be borne by Tenant.
18.7 Captions and Section Numbers.
The captions, section numbers and article numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such Articles or Sections.
17 18.8 Severability.
If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
18.9 Applicable Law.
This Lease, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Maryland.
18.10 Notices.
All notices required to be given shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by personal delivery, to the Landlord’s Mailing Address and Tenant’s Mailing Address or at such other place or places as either the Landlord or Tenant may, from time to time, respectively, designate in a written notice given to the other. Notices shall be deemed sufficiently served four [4] days after the date of a mailing thereof.
18.11 Rent Adjustment.
Beginning with the first calendar month after the completion of any year of the Lease term hereof, the minimum yearly rental as set out in section 9 hereof [$15,300] rental per year, shall be increased by a fixed four [4%] per annum. The amount of rent, as increased, shall be determined by multiplying said minimum yearly rental set forth in section 9 hereof by a factor of four percent [4%]. Any such increase in the yearly rental shall be added to the minimum yearly rental set forth in section 9 hereof and the total thereof shall be the new minimum yearly rental for each year of said renewal term. Said renewal term minimum yearly rental shall be paid in equal monthly installments in advance on the first day of each calendar month throughout the said renewal term.
18 18.12 Access by Landlord.
Landlord and its contractors and subcontractors, and its or their agents and employees may at all reasonable times during the Term of this Lease enter to inspect the Premise, make repairs, etc. and/or may show the Premises and Building to others, provided that such entrance is with prior notice to Tenant and consistent with Tenant’s security obligations. In the event of notice of termination of this Lease or during the last six [6] months of the Term, unless Tenant has theretofore properly exercised any remaining option to extend this Lease, Landlord shall have the right from the date of such notice to display [but not so as to unreasonably obstruct the view thereof or access thereto] the customary “For Rent” sign, and Landlord may show the Premises and all parts thereof to prospective tenants during normal business hours.
18.13 No Partnership.
Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venture or a member of a joint enterprise with Tenant.
18.14 Brokerage Commission.
Tenant represents and warrants to Landlord hat Tenant has had no dealings, negotiations, or consultations with respect to the Premises, or this transaction with any real estate agent, broker, or finder and that no real estate agent, broker, or finder called the Premises or any other space in the Building to Tenant’s attention for lease. In the event that any real estate agent, broker, or finder claims to have submitted the Premises or any other space in the Building to Tenant, to have induced Tenant to lease the Premises, or to have taken part in any dealings, negotiations, or consultations with respect to the Premises, the Building, or this transaction, Tenant will be responsible for and will defend, indemnify, and save Landlord harmless from and against all costs, fees, ]including without limitation attorney’s fees], expenses, liabilities, and claims incurred or suffered by Landlord as a result thereof.
18.15 Waiver of Jury Trial.
Landlord and Tenant hereby waive trail by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any and every matter, directly or indirectly, arising out of or with respect to this Lease.
18.16 Commercial Purpose.
The parties stipulate that the Premises is being leased exclusively for commercial purposes within the meaning of Section 8-110[a] of the Real Property Article of the Annotated Code of Maryland, and that the provisions of Section 8-110[b] of such Article [or any further statute] pertaining to title redemption of reversionary interests under leases shall be inapplicable to this Lease.
19 18.17 Successors and Assigns.
All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
18.18 Arbitration.
The parties desire to resolve any disputes without litigation, and amicably. Landlord and Tenant agree that any dispute arising under this lease shall be handled as follows: [1] The parties shall discuss the dispute in good faith for five days, to seek an amicable solution; [2] If no agreement is reached, the parties shall select two mediators by each nominating two persons to be such mediator, and by each of the parties striking one name from that list of four; this process shall be completed within five days; [3] If mediation does not succeed, the parties agree to submit their claim to binding arbitration in accordance with the rules of the American Arbitration Association.
18.18 Holding Over.
Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease.
However, if Tenant shall for any reason remain in possession of any of the Demised Premises after the expiration or earlier termination of the Term hereof, except as otherwise specifically provided herein, such possession shall be month-to-month tenancy during which time Tenant shall pay as rental, Rent on the first day of each month at a rate equal to one sixth the amount of annual Rent during the last year of the Term, as finally adjusted.
20 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the date first above written.
WITNESS:
______{SEAL} Peter Marinakis, Landlord
______{SEAL} Clemency Knox, Landlord
______{SEAL}
______{SEAL}
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