exv10w6



 




Exhibit
10.6


LEASE




Between




REDWOOD TOWER LIMITED PARTNERSHIP




And




VISICU, INC.




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TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I — DEMISED PREMISES

	 	 	3	 
	ARTICLE II — USE

	 	 	3	 
	ARTICLE III — TERM

	 	 	3	 
	ARTICLE IV — RENT

	 	 	4	 
	ARTICLE V — IMPROVEMENT OF THE DEMISED PREMISES

	 	 	10	 
	ARTICLE VI — SERVICES

	 	 	11	 
	ARTICLE VII — LIMITATION REGARDING SERVICES

	 	 	13	 
	ARTICLE VIII — CARE OF DEMISED PREMISES

	 	 	13	 
	ARTICLE IX — SUBLETTING AND ASSIGNING; MORTGAGING

	 	 	15	 
	ARTICLE X — FIRE AND OTHER CASUALTY

	 	 	16	 
	ARTICLE XI — MISCELLANEOUS COVENANTS OF TENANT

	 	 	17	 
	ARTICLE XII — RIGHTS RESERVED TO LANDLORD

	 	 	19	 
	ARTICLE XIII — COVENANT OF QUIET ENJOYMENT

	 	 	20	 
	ARTICLE XIV — WAIVER OF SUBROGATION; INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE

	 	 	20	 
	ARTICLE XV — EMINENT DOMAIN

	 	 	21	 
	ARTICLE XVI — EVENTS OF DEFAULT

	 	 	22	 
	ARTICLE XVII — RIGHTS OF LANDLORD UPON DEFAULT BY TENANT

	 	 	23	 
	ARTICLE XVIII — SUBORDINATION

	 	 	25	 
	ARTICLE XIX — RESERVATIONS OF CERTAIN FACILITIES IN FAVOR OF LANDLORD

	 	 	25	 
	ARTICLE XX — NOTICES

	 	 	26	 
	ARTICLE XXI — HOLDING OVER

	 	 	26	 
	ARTICLE XXII — SCOPE AND INTERPRETATION OF AGREEMENT

	 	 	27	 
	ARTICLE XXIII — CAPTIONS

	 	 	27	 
	ARTICLE XXIV — SEVERABILITY

	 	 	27	 
	ARTICLE XXV — ESTOPPEL STATEMENT

	 	 	27	 
	ARTICLE XXVI — BROKERS

	 	 	27	 
	ARTICLE XXVII — CERTAIN MEANINGS; LIMITATION OF LIABILITY

	 	 	27	 
	ARTICLE XXVIII — MISCELLANEOUS

	 	 	28	 






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LEASE AGREEMENT




     THIS LEASE AGREEMENT (this “Lease”), made as of the 22nd day of June, 2004, between REDWOOD
TOWER LIMITED PARTNERSHIP, a Maryland Limited Liability Corporation (“Landlord”), and VISICU, INC.,
a Delaware Corporation (“Tenant”).



WITNESSETH:




ARTICLE I — DEMISED PREMISES




     101. Lease of Demised Premises. Landlord, for the Term and subject to the provisions
and conditions hereof, hereby leases to Tenant, and Tenant hereby leases from Landlord, that
certain space (the “Demised Premises”) described on the floor plan as the entire nineteenth floor
attached hereto as Exhibit “A” and made a part hereof, consisting of approximately 14,430 rentable
square feet of the office building (the “Building”) known as 217 E. Redwood Street, Baltimore,
Maryland. The Parcel and the Building include certain easement areas, and the structures and
facilities therein, which provide support and services for the Building. The Parcel and the
Building are sometimes herein referred to collectively as the “Complex”. The rentable area of the
Demised Premises is computed on the basis of the measurement standards set forth on Exhibit “E”,
attached hereto and made a part hereof.



     102. Limitation on Demised Premises. No space outside of the property lines of the
parcel is leased under the Lease. All space outside said property lines, which Tenant may be
permitted to use or occupy is to be so used or occupied under a revocable license, and if any such
license is revoked, or if the amount of such space is diminished, Landlord shall not be subject to
any liability, nor shall Tenant be entitled to any compensation or diminution or abatement of rent
nor shall such revocation or diminution be deemed an eviction.



     103. Parking. Landlord will make available at all times during the Term, subject to
garage owners availability at Tenant’s sole cost and expense at the current rate of $110.00 per
month a ratio of 1.2 parking spaces per 1000 square feet leased by Tenant. Tenant will have the
right to enter the garage through the main entrance of Redwood Tower, having an address at 217 E.
Redwood Street, Baltimore, Maryland. The monthly rate of parking is subject to change to current
market rates from time to time. Tenant will only be required to pay for the parking spaces
actually being used by Tenant from time to time.



ARTICLE II — USE




     201. Purpose. Tenant shall use and occupy the Demised Premises solely for general
office purposes and for no other purposes, unless otherwise approved by the Landlord in writing.



ARTICLE III — TERM




     301. Term of Lease. The term (the “Term”) of this Lease shall begin on the date that
is three (3) days after Landlord delivers possession of the premises to Tenant with substantially
all of Landlord’s work complete which remaining work shall not affect Tenant’s use and occupancy



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of the Premises. Landlord shall cause the Commencement Date to occur on or before September
1, 2004 subject to extension due to force majeure or delays caused by Tenant and shall provide
Tenant with at least ten (10) days prior notice of such date. The term shall continue for a period
of six (6) years from the Commencement Date.



     302. Rental Commencement Date. The “Rental Commencement Date” shall be that date
which is 6 months after the Commencement Date. Notwithstanding anything to the contrary contained
here, Tenant shall be entitled to an additional six (6) months free rent on 2430 rentable square
feet which shall expire one year after the Commencement Date.



     303. Renewal Term. (a) The Tenant has the option to renew this Lease for two separate
terms of three (3) years each. Tenant must provide Landlord with at least twelve (12) months prior
written notice of its intent to extend the Lease term prior to Lease expiration. The Base Rental
Rate will be subject to adjustment as provided in paragraphs (b) and (c) below. All other terms of
this Lease shall be applicable to the renewal terms.



          (a) The Base Rental Rate for each Renewal Term will be the “fair market rent” for the
Premises, based on rental rates for space of similar size in comparable buildings in downtown
Baltimore. Upon receipt of Tenant’s notice of renewal, Landlord shall choose a real estate broker
at Landlord’s expense to determine the fair market rent, which determination shall be provided in
writing to Tenant within twenty (20) days after Tenant’s notice of renewal. In the event Tenant
disputes this determination, Tenant shall retain, at Tenant’s expense, a real estate broker of
Tenant’s choosing to determine fair market rent, which determination shall be provided in writing
to Landlord within twenty (20) days after Tenant’s receipt of the Landlord’s broker’s determination
of fair market rent; otherwise, Tenant shall be deemed to have accepted such determination. If
Tenant’s broker’s determination of fair market rent does not match that of Landlord’s broker, then
the two brokers shall select a third, independent broker to determine the fair market rent, which
determination shall be provided in writing to Landlord and Tenant within twenty (20) days after the
selection of the third broker. The determination by the third broker shall be binding upon both
Landlord and Tenant. The fees of the third broker shall be paid 1/2 by Landlord and 1/2 by Tenant.
The Tenant shall have a period of twenty (20) days after receipt of the third broker’s
determination within which, by written notice to Landlord, to elect to nullify Tenant’s exercise of
its renewal option. If Tenant does not elect to nullify its exercise within such time period, then
the term of the Lease shall be extended for the exercised renewal term at the fair market rent
determined pursuant to the foregoing provisions.




          (b) Each new Lease Year after the first Lease Year of the Renewal Term, the Base Rental Rate
shall increase two (2%) percent per annum over the prior years rent.




ARTICLE IV — RENT




     401. Definitions.



          (a) As used herein:




               (1) “Anniversary Date” shall mean each anniversary of the Rental Commencement Date.



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               (2) “Lease Date” shall mean the date on the first page of the Lease herein.



               (3) “Office Areas” shall mean those portions of the Building used for office purposes and
shall be deemed to be 202,000 rentable square feet.



               (4) “Rent Commencement Date” six (6) months following Landlord’s delivery of possession to
Tenant except for 2,430 square feet in which the rental commencement date shall be one (1) year
from Landlord’s delivery of possession.



               (5) “Taxes” shall mean Tenant’s Proportionate Share above the Base Year of (i) all real estate
taxes and assessments, special or otherwise, levied or assessed upon or with respect to the
building and personal property taxes for any personal property of Landlord used in connection
therewith, and (ii) all taxes, assessments, charges and fees enacted in substitution for such real
estate taxes or personal property taxes or in substitution for increases therein. In determining
the amount of Taxes for any year, the amount of special assessments to be included shall be limited
to the amount of the installments (plus any interest payable thereon) on such special assessments
required to be paid during such year. All references to Taxes “for” a particular year shall be
deemed to refer to Taxes paid during such year. If the Office Areas are assessed, for real estate
tax purposes, separately from the non-Office Areas of the Building, Taxes shall mean and refer to
only those taxes (or portions thereof) on the Building reasonably allocated by Landlord to the
Office Areas, including an allocable share of any taxes imposed on any portions of non-Office Areas
which also service or benefit the Office Areas. If the Office Areas are not separately assessed
for real estate tax purposes, Taxes shall mean and refer to all taxes imposed on the Building and
reasonably allocated by Landlord to the Office Areas. Except as hereinabove provided, Taxes shall
not include any inheritance, estate, succession, transfer, gift, franchise, gross receipts, net
income, capital stock, or excess profit tax, or license, inspection or permit fees, taxes on the
rent payable hereunder, or taxes on the parking garage.



               As of the date of this Lease, there has been no abatement of Taxes and Landlord has not made
application for any such abatement (as opposed to any proceedings or negotiations to reduce the
assessed value in the normal course of business).



               (6) “Tenant’s proportionate Share” shall mean 7.14%, which is calculated by dividing the
number of rentable square feet in the Office Areas.



               (7) “Base Year” for taxes shall be the 2004-2005 tax year.



     402. Payment of Rent.



          (a) Tenant shall pay to Landlord a minimum annual rental in the amounts as set forth, subject
to adjustment as provided herein, to be paid in equal monthly installments as set forth, on the
first day of each calendar month, in advance.




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               (i) Rental Rate:



	 	 	 	 	 	 	 	 	 
	Year	 	Monthly	 	Annually
	Year 1
	 	$	20,442.50	 	 	$	245,310.00	 
	Year 2
	 	$	20,851.35	 	 	$	250,216.20	 
	Year 3
	 	$	21,268.37	 	 	$	255,220.52	 
	Year 4
	 	$	21,693.74	 	 	$	260,324.93	 
	Year 5
	 	$	22,127.61	 	 	$	265,531.42	 
	Year 6
	 	$	22,570.17	 	 	$	270,842.04	 






          (b) If the Rental Commencement Date occurs on a day other than the first day of a month, rent
from such day until the first day of the following month shall be prorated and shall be payable, in
advance, on the Rental Commencement Date. In such event, the installment of rent paid at execution
hereof shall be applied to the rent due for the first full calendar month after the Rental
Commencement Date.




     403. Additional Rent.



          (a) Increases in Taxes. For each calendar year within which any part of the Term
falls, Tenant shall pay to Landlord Tenant’s proportionate Share of the excess, if any, of Taxes
for such year over the sum of the taxes for the fiscal year through June 30, 2005. Such payment
shall be prorated for any partial calendar year during the Term. Said additional rent shall be
paid during each calendar year in one or more installments, as Landlord shall determine, within
twenty (20) days after Tenant’s receipt from Landlord of a statement therefore (accompanied by a
copy of the tax bills and a calculation of Tenant’s proportionate share), but in no event more than
thirty (30) days prior to the date on which payment of such Taxes is due from Landlord without
penalty or interest.




          (b) Increases in Operating Expenses. For each calendar year during which any part of
the Term falls, Tenant shall pay to Landlord, Tenant’s Proportionate Share of the excess, if any,
in Operating Expenses for the Office Areas for such year (the “Excess Operating Expenses”) over the
sum of Operating Expenses for the Office Areas (the “Base Operating Expense”) for the 2005 calendar
year (the “Base Expense Year”). Such payment shall be prorated for any partial calendar year
during the Term.




               In determining the amount of Operating Expenses for the Office Areas for the Base Expense Year
and for any subsequent year, if less than 95% of the Building’s rentable square feet shall have
been occupied by tenants at any time during the year, Operating Expenses for the Office Areas shall
be deemed for such year to be an amount equal to the like expenses which would normally be expected
to be incurred had such occupancy been 95% throughout such year.



               For purposes of this Section 403(b):



               (1) The term “Operating Expenses” shall mean all expenses incurred in the ownership,
operation, maintenance and management of the Building and reasonably allocated by Landlord to
Office Areas, and shall include, without limitation, (i) wages and salaries and fringe benefits
paid to or on behalf of persons employed in rendering services in the



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operation, supervision, maintenance, and repair of the Building, management fees at three (3%)
percent per annum and unemployment insurance payments, social security and other taxes imposed upon
employers in respect to such employment, all of which shall be prorated to the extent employed at
the Building, (ii) costs for management services, security, cleaning, trash removal, window
washing, elevator maintenance and HVAC system maintenance, and legal, accounting, engineering and
other professional fees (iii) cost of electricity, gas, water, sewer, fuel, steam and other
utilities used in the operation of the Building, including electricity used in all demised office
premises in the Building for normal office use and billed directly to tenants, (iv) cost of
insurance for the Building, including so called “all-risk” coverage, elevator, boiler, sprinkler
leakage, water damage, public liability and property damage, plate glass and rent protection, (v)
costs for uniforms, supplies, tools and equipment, (vi) costs of inspecting, and depreciation of,
machinery and equipment, (vii) costs to maintain and operate a Building office, (viii) costs,
including reasonable attorney’s fees, if any, incurred in protesting, attempting to reduce, and
attempting to restrict increases in, Taxes, and (ix) all other costs properly constituting
operating costs according to standard accounting practices.



               (2) If Landlord shall elect to manage the Building itself rather than hiring an independent
contractor as manager, Operating Expenses shall also include a management fee payable to Landlord,
which fee shall not exceed three percent (3%) of the gross revenues from the Building per annum.



               (3) The term “Operating Expenses” shall not include: (i) cost of redecorating, special
cleaning or other services provided for a particular tenant or tenant space and of a type not
provided for the Building or tenants generally; (ii) wages, salaries or fees paid to administrative
or executive personnel of Landlord above the level of building superintendent; (iii) the cost of
any repair or replacement item which by standard accounting practice should be capitalized; (v) any
charge for Landlord’s net income tax, excess profit taxes, franchise taxes or similar taxes on
Landlord’s business, (vi) leasing commissions; (vii) Taxes; (viii) expenses incurred in connection
with the parking garage (the “Garage”) servicing the Building, except those expenses for the
elevator servicing the Garage; (ix) any Operating Expense reimbursed by insurance proceeds; (x) any
expenses incurred by Landlord in connection with marketing space in the Building, including leasing
commissions; (xi) legal fees in connection with any leases or in connection with any one or more
tenants or prospective tenants of the Building; (xii) costs of removing hazardous materials or
complying with any laws relating to hazardous materials; (xiii) accounting costs in connection with
the preparation of the Landlord’s tax return; (xiv) attorneys’ fees and other collection costs
incurred in enforcing leases due to nonpayment of rent; (xv) late fees, fines, interest, penalties
and other costs arising from Landlord’s breach of a contract or violation of applicable law; and
(xvi) amounts paid under contracts with affiliates of Landlord or of Landlord’s management agent in
excess of market rates.



               (4) On or before April 30 (or as soon thereafter as practicable) of each calendar year during
the Term, Landlord shall furnish to Tenant a comparative statement of Operating Expenses, setting
forth in reasonable detail: (i) a schedule of Operating Expenses for the preceding calendar year,
and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any,
paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating
Expenses for such preceding year; (iii) the amount due from Tenant on account of the Excess
Operating Expenses for such preceding year, or the



7









 







amount due from Landlord to Tenant because of overpayments by Tenant on account of Excess
Operating Expenses (“Overpayments”). Landlord’s comparative statement of Operating Expenses for
the then-current calendar year and an estimated “Monthly Portion of Excess Operating Expenses”
equal to one-twelfth of said good faith estimate of Excess Operating Expenses.



               (5) Within 30 days of receipt of Landlord’s comparative statement of Operating Expenses,
Tenant will pay to Landlord, as additional rent, any amounts due from Tenant on account of Excess
Operating Expenses for the preceding year. Tenant shall also make payments to Landlord, on account
of the Excess Operating Expenses for the then current calendar year, as follows:



                    (i) On the first day of the first full month following receipt by Tenant of the Landlord’s
comparative statement of Operating Expenses, Tenant shall pay to Landlord an amount equal to the
Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the
current calendar year (including the month in which the payment is made) less any amounts already
paid on account thereof by Tenant; and



                    (ii) Commencing on the first day of the second full month following receipt by Tenant of
Landlord’s comparative statement of Operating Expenses, and continuing until the receipt by Tenant
of the next annual comparative statement, the minimum monthly installments of rent due hereunder
shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses.



               (6) Any Overpayment by Tenant shall be adjusted by a credit to Tenant given contemporaneously
with the furnishing of the next comparative statement of Operating Expenses, which credit shall be
applied against the payments next falling due under Section 403(b)(5)(i) and (ii) until Tenant has
recovered the Overpayment or refunded to Tenant at the end of the Lease Term.



               (7) If, during the Term of this Lease there shall be a reduction or elimination of any
particular component of Operating Expenses by reason of the introduction of a labor-saving device,
energy conservation advice, capital improvement or replacement installed by Landlord, the
corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the
same proportion as the reduction of that item in the Operating Expenses for purposes of calculating
Tenant’s share of Excess Operating Expenses.



               (8) In the event Landlord shall make a capital expenditure for an Essential Capital
Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such
expenditure (determined by dividing the amount of the expenditure by the useful life of the
improvement, as reasonably determined by Landlord), shall be deemed an Operating Expense for each
year of such useful life. As used herein, an “Essential Capital Improvement” means any of the
following:



                    (i) a labor saving device or other installation, improvement or replacement which reduces
Operating Expenses, provided, however, that the annual amortization and interest related thereto
shall not exceed the amount of the savings; or



8









 





                    (ii) an installation or improvement required by reason of any law, ordinance or regulation of
any governmental or quasi-governmental body, which requirement did not exist (or was not applicable
to the Building) on the date of execution of this Lease; or



                    (iii) an installation or improvement which is reasonably installed to directly enhance the
safety of tenants in the Building generally (as, for example, but without limitation, for fire
safety or security).



               (9) If the Landlord is not furnishing any particular work or service (the cost of which if
performed by the Landlord would constitute an Operating Expense) to a tenant of the Building who
has undertaken to perform such work or service in lieu of the performance thereof by the Landlord,
Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating
Expenses which would reasonably have been incurred during such period by the Landlord if it had at
its own expense furnished such work or service to such Tenant.



     404. Comparative Statements. Any comparative statement (whether for adjustment of the
minimum annual rental, Taxes, Operating Expenses or otherwise) sent to Tenant shall be conclusively
binding upon Tenant unless, within one (1) years after such statement is sent, Tenant shall send a
written notice to Landlord objecting to such statement, specifying the respects in which such
statement is claimed to be incorrect, and setting forth Tenant’s basis for its claim. Pending the
resolution of any dispute, however, Tenant shall make payments in accordance with the information
contained in the comparative statement. Landlord agrees to provide to Tenant, upon request,
extracts from Landlord’s books and records which are relevant to any items in dispute. In the
event Tenant disputes the correctness of the statement, Tenant may, at its sole cost and expense,
audit the records of Landlord from which the statement was prepared. In the event the audit
indicates that Landlord billed Tenant in excess, then Landlord shall refund such excess to Tenant
and if such audit indicates that Landlord billed Tenant less than should have been billed to
Tenant, Tenant shall pay such difference to Landlord. If the amount of the excess payment of
Tenant exceeds three (3%) percent of the actual proportionate share due from Tenant, Landlord shall
also pay the reasonable cost of the audit.



     405. All Payments Deemed Rent. All sums due from Tenant under this Lease, and all
costs for items which are to be at the expense of Tenant, are deemed to be rent, and in the event
of non-payment thereof Landlord shall have all of the rights and remedies provided for herein or by
law in the case of non-payment of rent.



     406. Method of Payment. Rent shall be paid without notice or demand, and without
abatement, deduction or set off to Landlord at the management office of Landlord located within the
Building or to such other person or place as Landlord shall from time to time designate by notice
to Tenant. A late payment service charge of five per cent (5%) of the rent in effect at the time
the rent is past due shall be added to all payments of rent or other sums payable by Tenant which
are not paid by the tenth (10th) of the month or within ten days from the due date
(provided that, for the first time Tenant is late in the payment of rent, Tenant shall not be
subject to a late charge for each month or portion of a month said payments are past due (but in no
event shall Tenant be charged any amount in excess of that which may lawfully be charged).



9









 





     407. Rent Due Upon Termination of Lease. If upon termination of this Lease, any
amount due pursuant to this Article IV has not yet been determined, an appropriate payment from
Tenant to Landlord, or refund from Landlord to Tenant, shall be made within one (1) year from the
date of Lease termination.



     408. Security Deposit. Tenant shall deposit an amount equal to one (1) month’s rent
as a Security Deposit at lease execution.



ARTICLE V — IMPROVEMENT OF THE DEMISED PREMISES




     501. Construction Documents. The Landlord shall be responsible for costs and expenses
of the build-outs and improvements to the leased premises, in accordance with the scope of the work
described in Exhibit A annexed hereto and the final construction documents. Additional
improvements not set forth in Exhibits A and B shall be the sole responsibility of the Tenant.
Landlord to deliver the premises in a “Turnkey” condition based on cost not to exceed $21.53 per
square foot. Landlord shall not impose any administrative, supervising or similar fee for
supervision by it or its agents. In addition, Landlord shall obtain the MEP drawings at its sole
expense not to exceed $1.00 per square foot.



     502. Tenant Work; Base Building. The work required to be performed pursuant to
Tenant’s Construction Documents is herein sometimes referred to as Tenant Work. Tenant Work shall
be completed in accordance with Tenant’s construction documents.



     503. Design and Construction Documents. Landlord will provide an allowance of $.l5
per usable square foot towards Tenant’s design and fit out. Landlord shall further provide Tenant
with an allowance of $.85 per square foot for Tenant’s final construction drawings and related
design services. Landlord shall from time to time pay directly the invoices for such work within
15 days after receipt of the invoices from Tenant, up to the amount of the allowances. These
allowances are not included in the $21.53 maximum cost under Section 5.01.



     504. Lobby Work. Landlord shall improve the elevator lobby and bathroom on the
19th floor consistent with the planned upgrades for the common areas of the Building,
subject to Tenant’s final approval of the color scheme. Such work shall be performed at Landlord’s
sole expense and shall be substantially completed prior to the Commencement Date.



     505. Work by Tenant’s Contractors. Tenant may, at its sole expense, select and employ
its own contractors for certain work in the Demised Premises which is not to be performed by
Landlord including, but not limited to, cabling, and Landlord shall afford Tenant access to the
Premises during Landlord’s construction in order to perform such work, provided such work is
coordinated with Landlord’s work and does not unreasonably interfere with Landlord’s work.



               (1) Tenant shall obtain the written approval of Landlord of the work it proposes to perform
and of the plans and specifications therefore. Such approval shall not be unreasonably withheld,
conditioned or delayed.



               (2) The work shall be performed by responsible contractors and subcontractors reasonably
approved in advance by Landlord, and (a) the work shall not, in



10









 







Landlord’s sole judgment, affect Landlord’s relationship with Landlord’s contractors or
subcontractors or disturb harmonious labor relations at the Building; (b) Tenant shall maintain in
effect, and evidence to Landlord (by delivery of a duplicate policy or a Certificate of Insurance),
workmen’s compensation insurance and disability insurance in accordance with statutory
requirements, and comprehensive general liability insurance with companies, coverages, amounts and
insured (including Landlord and any other party as Landlord shall designate as additional insured)
as Landlord may from time to time require or approve, and (c) Tenant shall, prior to commencement
of any work, deliver and file waivers of liens on account of the work to be performed;



               (3) No such work shall be performed in such manner or at such times as to interfere with any
work being done by any of Landlord’s Contractors or other parties;



               (4) Tenant and its contractors and subcontractors shall be solely responsible for the
transportation, safekeeping and storage of materials and equipment used in the performance of such
finishing work, for the removal of waste and debris resulting therefrom, and for any damage caused
by them to any installations or work performed by any other party;



               (5) All such work shall comply with all applicable laws and requirements and shall be covered
by a guarantee, acceptable to Landlord and Tenant, against defects in workmanship and materials for
a period of at least one year; and



               (6) Tenant shall indemnify, defend and hold Landlord harmless from any and all loss, damage,
claim, demand, action, cost and expense (including reasonable attorneys’ fees) arising in
connection with Tenant’s exercise of rights under this Section 507.



ARTICLE VI — SERVICES




     601. Landlord shall provide the following services, the cost of which shall be included in
Operating Expenses, except where specifically provide otherwise in this Lease:



          (a) HVAC. Landlord shall furnish heat, ventilation and air-conditioning (collectively “HVAC”)
to the Demised Premises, as is, in Landlord’s reasonable judgment, necessary for comfortable
occupancy of the Demised Premises, Monday through Friday from 7:00 a.m. to 6:00 p.m. and Saturday
from 9:00 a.m. to 2:00 p.m., and excluding Sundays and holidays (meaning New Year’s Day, Memorial
Day, July 4th, Labor Day, Thanksgiving Day and Christmas Day). HVAC required by Tenant at other
times (“Additional HVAC”) shall be supplied upon reasonable prior notice, and shall be paid for by
Tenant, promptly upon billing, at such rates as Landlord shall, from time to time, establish
therefore. The cost for Additional HVAC shall be Fifty Dollars ($50.00) per hour for the first
hour of use and Twenty Five Dollars ($25.00) per hour for each hour of use thereafter, which costs
shall be subject to increase at any time and from time to time based upon increases in Landlord’s
costs in providing HVAC. In the event that another tenant(s) of the Building and Tenant share the
same HVAC zone, and Tenant and such other tenant(s) simultaneously require Additional HVAC, the
cost for such HVAC shall be prorated between Tenant and such other tenant(s). The HVAC system
intended to serve the Demised Premises has been designed to be capable of achieving the performance
standards specified for Standard Tenant Work, and, in the event what such system fails to achieve
such


11









 







 standards, Landlord shall, promptly after notice to it of such failure, take such reasonable
actions which are within its control to cause such standards to be met; but Landlord shall not be
required to take any such actions, and shall not be reasonable for such failure, if such failure
results from a cause for which Tenant is responsible under the terms of this Lease, or from the
occupancy of the Demised Premises in excess of the density specified for Standard Tenant Work, or
if the equipment and appliances operated within the Demised Premises, when combined with all
lighting fixtures in the Demised Premises, have an installed electrical load in excess of five (5)
watts per rentable square foot. Notwithstanding the foregoing, in the event that Tenant’s
Construction Documents indicate that Tenant requires an installed electrical load in excess of five
(5) watts per rentable square foot (such as in connection with Tenant’s installation of Tenant’s
Air Conditioning Unit (hereinafter defined), Landlord will make available to Tenant the electric
power necessary to provide for an installed electrical load up to six (6) watts per rentable square
foot at the electrical panel on the floor of the Demised Premises and no connection fee shall be
charged to Tenant for such additional capacity. The furnishing of HVAC System services shall be
subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy
conservation which may be promulgated by any governmental agency or organization with which
Landlord shall be required, or in good faith may elect to, abide. Tenant agrees to comply with
such rules and regulations respecting the use of the HVAC system as Landlord may from time to time
establish.




               After Landlord has completed the Tenant Work, upon Landlord’s prior written consent, Tenant
may install a self-contained package air conditioning unit (Tenant’s Air Conditioning Unit”) for
twenty-four (24) hour use at Tenant’s sole cost and expense, (including costs related to equipment,
installation and maintenance of the unit, liability and consumption of electricity).



          (b) Elevators. Landlord shall provide passenger elevator service to the Demised Premises,
Monday through Friday from 8:00 a.m. to 6:00 p.m., and Saturday from 8:00 a.m. to 1:00 p.m., and
excluding Sundays and the holidays described in Section 601, with one elevator subject to call at
all other times.




          (c) Access. Landlord shall permit Tenant to have access to the Demised Premises at all times,
subject to compliance with such security measures and Building rules and regulations as shall from
time to time be in effect for the Building.




          (d) Security. The Landlord shall provide twenty-four (24) hour manned security on the
premises, along with video cameras monitoring the common areas in the building.




          (e) Janitorial. Landlord shall provide such janitorial services to the Demised Premises in
accordance with the janitorial specifications set forth on Exhibit “C” attached hereto. Any
additional janitorial service desired by Tenant may be contracted for by Tenant with Landlord’s
janitorial agent, and the cost thereof shall be the responsibility of Tenant.




          (f) Water. Landlord shall provide hot and cold water for drinking, lavatory, toilet and
ordinary cleaning purposes, to be drawn from the bathrooms or other approved fixtures on each
floor.




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          (g) Electricity. Landlord shall furnish electricity to the Demised Premises for normal office
use including, fluorescent and incandescent lighting and normal office equipment, including, but
not limited to, duplicating (reproduction) machines, desktop computers, servers terminals,
communications and audio-visual equipment, non-cooking kitchen equipment (including a microwave
oven, a countertop beverage dispensing machine and a refrigerator) and shall replace light bulbs
and tubes when required. The cost of such replacement light bulbs and tubes, including labor,
shall be charged to Tenant. Except as provided herein, Tenant shall not, without the prior written
consent of Landlord, install or operate in the Demised Premises any electrically operated equipment
or other machinery except machinery and equipment with minimal electrical consumption normally used
in modern offices such as those listed above. Tenant shall reimburse Landlord on a monthly basis
for their electric usage excluding HVAC. The electric usage cost shall not exceed $1,984.13 per
month at any time during the first lease year. At no time during the remaining lease years can the
electric usage cost increase more than 2% per Annum cumulatively. Landlord shall bill Tenant on a
monthly basis for the monthly electric usage cost, such cost shall be a direct pass through from
the Utility Company for electric consumption only.




ARTICLE VII — LIMITATION REGARDING SERVICES




     701. Landlord reserves the right, without any liability to Tenant, and without being in breach
of any covenant of this Lease, to interrupt or suspend any of the services to be provided by
Landlord, as may be necessary by reason of accidents, emergencies, strikes, mechanical failures,
repairs or changes to any system, difficulty in securing fuel, labor or supplies, or governmental
restrictions or voluntary compliance programs, or by reason of any other cause beyond Landlord’s
reasonable control. Tenant shall not be entitled to any diminution or abatement of rent, except as
hereinafter provided in this Section 701, nor shall this Lease or any of the obligations of the
Tenant be affected or reduced, by reason of any such interruption or suspension of any of such
services. In the event of service interruptions by the electric utility provider Landlord shall,
after it receives notice of such interruption, exercise reasonable efforts to notify the utility to
facilitate resumption of such service. If the service interruption is caused solely due to acts of
Landlord, its agent, servant, employees or contractors and continues for 48 consecutive hours,
Tenant shall be entitled to an abatement in rent from the third day of interruption until
corrected.



ARTICLE VIII — CARE OF DEMISED PREMISES




     801. Compliance With Government Requirements. Tenant shall comply at all times with
all Federal, state and local statutes, regulations, ordinances and orders, and with the
requirements of all insurance underwriters, applicable to the use and occupancy of the Demised
Premises. Landlord shall comply with all other statutes, regulations, ordinances and orders
regarding the Demised Premises or the Building.



     802. Landlord’s Access to Demised Premises. Tenant shall give Landlord access to the
Demised Premises at all reasonable times, and upon reasonable prior notice (except that no prior
notice shall be required in an emergency), to enable Landlord: (a) to examine the same and to make
such repairs, additions and alterations as Landlord may deem advisable; and (b) to show the Demised
Premises to prospective mortgagees, purchasers and tenants (provided, that with



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respect to prospective tenants, Landlord shall only show the Demised Premises to such tenants
during the last 9 months of the Lease Term with 48 hours verbal notice). Landlord shall not
unreasonably interfere with Tenant’s operations in the Premises when exercising such rights.



     803. Maintenance of Demised Premises. Tenant shall keep the interior of the Demised
Premises safe, and in good order and condition, and shall not commit or suffer any damage or waste
to the Demised Premises. Landlord shall be responsible for all repairs and replacements to the
structure of the Building, the exterior of the Building, and all Building systems installed by
Landlord or Landlord’s predecessor in interest and shall keep same in good order and condition and
free from leaks. Tenant shall be responsible for the repair and maintenance for any building
systems installed by Tenant.



     804. Removal of Goods and Redelivery of Possession Upon Termination of Lease. Upon
the termination of this Lease, Tenant shall remove Tenant’s goods and effects and those of any
other person claiming under Tenant, and quit and deliver up the Demised Premises to Landlord in as
good order and condition as at the inception of the Term of this Lease (or in such condition as the
same hereafter may be improved by Landlord or Tenant), reasonable wear and tear and damage the
repair of which is Landlord’s obligation excepted. Goods and effects not removed by Tenant at the
termination of this Lease shall be considered abandoned and Landlord may dispose of or store the
same as it deems expedient, at Tenant’s cost.



     805. Tenant to Maintain Insurability. Tenant shall not do or permit any act, or cause
or permit any condition, which might make void or voidable any insurance on the Demised Premises,
the Building or the Building or which may render an increased or extra premium payable for
insurance (and without prejudice to any other right or remedy of Landlord, Landlord shall have the
right to collect from Tenant, as additional rent, upon demand, any such increase or extra premium);
provided, however, that the payment of such increase or extra premium by Tenant shall cure an Event
of Default (as defined in Section 160lb hereof) under this Lease relating to a breach of this
Section 805.



     806. Alterations to Demised Premises.



          (a) Tenant shall not make any alterations or additions in or about the Demised Premises, in
the aggregate costing more than Twenty Thousand Dollars ($20,000), without the prior written
consent of Landlord. The performance of all such work consented to by Landlord shall be subject to
and comply with the provisions of Section 507.




          (b) All alterations, improvements and additions made by Tenant shall remain upon the Demised
Premises at the termination of this Lease and shall become the property of Landlord, unless, and to
the extent, Landlord shall give written notice to Tenant to remove the same, in which event Tenant
shall remove such alterations, improvements and additions and restore the Demised Premises to the
same condition in which they were at the commencement of this Lease. As to the improvements
installed in the Demised Premises as part of the initial Tenant Work or to any improvements
approved by Landlord, Landlord shall notify Tenant of which improvements Tenant will be required to
remove from the Demised Premises following Landlord’s review of Tenant’s Construction Documents,
but prior to the commencement of construction of Tenant Work and allow Tenant an opportunity to
revise its drawings.




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          (c) All furniture, word processing equipment, trade fixtures, office equipment and similar
personalty installed by Tenant in the Demised Premises shall remain the property of Tenant and
shall be removed prior to or at the time of termination of this Lease, provided Tenant shall not,
at such time, be in default under any provisions of this Lease, in which event said items may not
be removed without express written consent of Landlord. Lighting fixtures, air conditioning
equipment and similar fixtures or equipment used or useful in the operation of the Demised Premises
shall become (or remain) the Property of Landlord upon installation. In the event any items
originally the property of Tenant hereunder and required to be removed at or prior to the
termination of this Lease are not so removed by Tenant, the same shall be and become the property
of Landlord, or Landlord, at its option, may remove and dispose of the same at Tenant’s cost.
Tenant shall promptly repair any damage to the Demised Premises caused by removal of its property.




     807. Rules and Regulations.



          (a) “Rules and Regulations” relating to the Building are attached hereto as Exhibit “D” and
made a part hereof, and Tenant and other occupants of and visitors to the Demised Premises shall
comply with such Rules and Regulations. Additions and modifications of the Rules and Regulations
may from time to time be made by Landlord, and shall be effective at such time as notice of such is
given to Tenant, provided same are reasonable, uniformly applicable and consistent with this Lease.




          (b) Nothing in this Lease shall impose upon Landlord any obligation to enforce the Rules and
Regulations, or terms, covenants or conditions in any other lease, as against any other tenant, and
Landlord shall not be liable to Tenant for violation of the same.




ARTICLE IX — SUBLETTING AND ASSIGNING; MORTGAGING




     901. Landlord’s Written Consent.



          (a) Except as hereinafter provided, Tenant shall not assign this Lease or sublet all or any
portion of the Demised Premises or permit such assignment or sublease to anyone other than a
related entity (whether voluntarily or by operation of law), without, in each case, Landlord’s
prior written consent thereto which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, without obtaining Landlord’s consent, Tenant may (i) assign this
Lease or sublease the Premises to a parent, subsidiary or affiliate of Tenant, (ii) merge or
consolidate with another entity provided that the surviving entity has a net worth of at least
equal to Tenant’s net worth as of the date of the execution of the Lease, or (iii) assign this
Lease as part of a sale of all or substantially all of the assets of Tenant provided that the
assignee has a net worth at least equal to Tenant’s net worth as of the date of execution of the
Lease. In the event Tenant does sublease or assign the premises pursuant to (i), (ii) or (iii)
above, Tenant must provide the Landlord written notice thirty (30) days prior to such assignment or
sublet. If such notice is not provided to the Landlord, the Tenant must obtain the Landlord’s
prior written consent for such assignment or sublet. Furthermore, Tenant cannot be in default of
the Lease at the time of request to assign or sublet the premises. If such consent is given, such
consent will not release Tenant from its obligations hereunder and will not be deemed consent to
any further assignment or subletting. If Landlord consents to any such subletting or assignment it
shall be a


15









 







condition to the effectiveness thereof that a fully executed copy of the sublease or
assignment be furnished to Landlord and that any assignee assume in writing all obligations of
Tenant hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory
to Landlord. Tenant shall not mortgage or encumber this Lease.




          (b) Except as provided above, if Tenant shall desire to assign this Lease or sublet all or any
portion of the Demised Premises, Tenant shall request consent for such assignment or sublease at
least thirty (30) days, but not more than ninety (90) days, prior to the effective date of such
proposed assignment or sublease, and shall, with its request for consent to such assignment or
sublease, submit to Landlord a description of the anticipated terms and conditions upon which an
assignment or sublease is to be made, including a copy of the documents proposed to be used to
effect such assignment or sublease (Tenant’s Assignment Notice”).




          (c) In the event Landlord gives its consent to the proposed assignment or sublease, Tenant may
enter into such assignment or sublease on the terms which were disclosed to Landlord, but Landlord
shall receive from Tenant fifty percent (50%) of all consideration received by Tenant for such
assignment or sublease which is in excess of the rent payable by Tenant hereunder (or the pro rata
portion thereof if such sublease is made with respect to less than all of the Demised Premises) and
reasonable expenses incurred by Tenant in obtaining and administering such assignment or sublease,
including reasonable brokerage commissions, costs of improvements or alterations and rental
concessions. The amount of such excess consideration shall be certified by Tenant to Landlord, and
Landlord and its agents shall have the right to examine all books and records of Tenant which
relate to such consideration. The provisions of this Section 901(c) shall not be applicable to any
assignment or sublease under clauses (i), (ii) or (iii) of Section 901(a).




     902. Commissions and Other Costs. Tenant shall be responsible for all real estate
brokerage commissions payable by reason of each proposed assignment or sublease, and shall be
responsible for all reasonable out-of-pocket costs incurred by Landlord, including reasonable
attorneys’ fees, in connection with each proposed assignment or sublease.



ARTICLE X — FIRE AND OTHER CASUALTY




     1001. Repair of Damage by Landlord. In the event of damage to Demised Premises or
those portions of the Building or Building providing access or essential services thereto, by fire
or other casualty, Landlord shall, at its expense, but subject to the provisions of Sections 1002
and 1003 and to reimbursement by Tenant as provided herein, cause the damage to be repaired, with
reasonable speed and diligence, to a condition as nearly as is practicably equal to original
build-out existing prior to on the Commencement Date of this Lease. Tenant shall reimburse Landlord
for the cost of all restoration in excess of that required by Tenant’s initial installation.
Landlord shall not be obligated to repair, restore or rebuild any of Tenant’s personal property.
To the extent and for the time that the Demised Premises are rendered untenantable by such damage,
the rent shall proportionately abate.



     1002. Termination Due to Damage. In the event the damage shall be so extensive that
Landlord shall decide not to repair or rebuild the Building, or if any mortgagee of the Building



16









 







shall not permit the application of adequate insurance proceeds for repair or restoration, or
if the damage shall not be of a type insured against under the insurance policies in effect for the
Building, this Lease shall, at the option of the Landlord, exercisable by written notice to Tenant
given within forty-five (45) days after Landlord is notified of the damage and of the extent
thereof, be terminated as of a date specified in such notice (which shall not be more than
forty-five (45) days thereafter), and the rent shall be adjusted to the termination date.



     1003. Termination by Tenant. Subject to Landlord’s rights under Section 1002, in the
event of substantial damage to the Demised Premises or those portions of the Building or the
Building providing access or essential services thereto, by fire or other casualty, Landlord shall,
at its expense, hire a contractor who shall estimate the amount of time required to restore the
Demised Premises or those portions of the Building or Building providing access or essential
services thereto (the “Restoration Estimate”). Landlord shall send a copy of the Restoration
Estimate to Tenant within twenty (20) days after the fire or casualty. In the event that the
Restoration Estimate states that the restoration time will be in excess of one hundred twenty (120)
days from the date of such fire or other casualty, Tenant shall have twenty (20) days from the date
of its receipt of the Restoration Estimate to terminate this Lease by written notice to Landlord.
If Tenant does not affirmatively terminate this Lease within such twenty (20) day period, this
Lease shall continue in full force and effect, Landlord shall proceed with due diligence to restore
the Demised Premises and shall substantially complete such restoration within the time period
specified in the Restoration Estimate and Tenant shall have no further right to terminate this
Lease under the terms of this Section 1003.



ARTICLE XI — MISCELLANEOUS COVENANTS OF TENANT




     1101. Tenant shall:



          (a) On demand pay the cost of repair or restoration of the Demised Premises, the Building, the
Building, or any part thereof, if damaged by the wrongful or negligent act or omission of Tenant or
Tenant’s agents, invitees or employees subject to the provisions of Section 1403 to the extent
applicable.




          (b) Give to Landlord prompt written notice of any accident, fire, casualty or damage occurring
on or to the Demised Premises and of any defects in the Demised Premises.




          (c) Request Landlord to repair or replace all electric lamps, lights, bulbs, glass windows or
fixtures in the Demised Premises, as from time to time shall be necessary at Tenant’s sole cost and
expense.




          (d) Lock all doors in the Demised Premises before leaving the Demised Premises unoccupied.




          (e) Cause all occupants of the Demised Premises to conduct themselves in such manner as shall
not be deemed objectionable by Landlord.




          (f) Reimburse Landlord on demand for all expenditures made by, or damages or fines incurred
by, Landlord due to Tenant’s breach of or failure to observe any term, covenant or condition of
this Lease.




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     1102. Tenant shall not perform or permit any of the following acts without the prior written
consent of the Landlord:



          (a) Use or operate any machinery that is harmful to the Building or disturbing to tenants
occupying other parts thereof.




          (b) Place any weights in any portion of the Building beyond the safe carrying capacity of the
structure.




          (c) Manufacture any commodity, or prepare or dispense any foods for beverages in the Demised
Premises other than to employees or business invitees in the normal course of Tenant’s office
business.




          (d) Remove, attempt to remove or manifest, in the reasonable opinion of Landlord, an intention
to remove, Tenant’s goods or property from the Demised Premises other than in the ordinary course
of business, without having first paid Landlord all rent which is due through the date of such
removal or manifestation of the intent of such removal.




          (e) Permit any odor, noise, sound or vibration which may, in Landlord’s judgment, in any way
tend to impair the use of any part of the Building or interfere with the business or occupancy of
any other tenants, or make or permit any disturbances of any kind in the Building.




          (f) Obstruct any part of the Building used in common with Landlord, the various tenants and
their respective invitees, or use the same for any purpose other than egress and ingress to and
from the Demised Premises.




          (g) Cover or obstruct any of the floors, walls, partitions, skylights, windows, doors, or
transoms which admit light into the Building.




          (h) Inscribe, paint or affix any sign, advertisement or notice on any part of the Building,
inside or out, unless of such character, color, size or material, and in such place, as shall first
be approved by Landlord in writing. Landlord shall provide to Tenant building standard signage on
the entry door to the Premises and prominently list Tenant on the building directories on the
ground floor and in the sky lobby.




          (i) Bring in or remove from the Building any merchandise, furniture or freight except in
accordance with requirements established by Landlord.




          (j) Keep any animal in or about the Demised Premises.




          (k) Use in the Demised Premises any article or substance having an offensive odor or hazardous
vapor, or any dangerous explosive or rapidly burning material of any kind.




          (l) Enter upon the roof of the Building.




          (m) Lay or put upon the floors, any varnish, stain, paint, linoleum, oil cloth, rubber or
other air-tight covering, or drill any holes.




18









 








          (n) Use any part of the Demised Premises as sleeping rooms or apartments.




          (o) Attach any awnings, antennae or other projection to the roof or outside walls of the
Demised Premises or the Building.




          (p) Execute or deliver any finance or security agreement of any kind that may be considered a
lien upon the Demised Premises or the Building.




ARTICLE XII — RIGHTS RESERVED TO LANDLORD




     1201. Landlord shall have the right (but not the obligation), without abatement of rent,
set-off, or otherwise affecting Tenant’s obligations, to do the following things, at any time and
from time to time:



          (a) Discontinue any facilities and services furnished by Landlord, except those expressly
covenanted for herein.




          (b) Control and prevent access to any part of the Building by all persons whose presence, in
the reasonable judgment of Landlord or Landlord’s agents, will be prejudicial to the safety,
character, reputation or interest of the Building.




          (c) Prevent access to the Building by any person during any invasion, mob, riot, public
excitement or other commotion.




          (d) During any other than normal business hours (as set forth in Section 601(a)) refuse access
to the Building to any person unless any such person is properly identified as a person having a
right to enter the Building.




          (e) Prescribe the method, times and manner in which any merchandise, furniture or heavy or
bulky objects shall be brought in or taken out of the Building and prescribe the weight, size and
proper position thereof.




          (f) Install, place upon or affix to the roof or exterior walls of the Demised Premises and the
Building, equipment, signs, displays, antennae and any other object or structure of any kind.




          (g) Make alterations or additions to and build additional stories upon the Building or build
adjoining the Building (however, as of the date hereof, Landlord has no present intent to build
additional stories to the Building or substantial expansions to the existing floors of the
Building).




          (h) Change the arrangement and/or location of or regulate or eliminate the use of all
entrances, passageways, doors, doorways, corridors and any other common areas in the Building,
whether or not connecting with any concourse, garage, or any other building, and all such
elevators, stairs, toilets, and other public conveniences in the Building, as are in each case not
a part of the Demised Premises, provided comparable access is at all times provided.




19









 








          (i) Change the name, number or designation by which the Building is known. (LL should pay for
stationary if this occurs)




          (j) Erect, use and maintain ducts, pipes and conduits in and through the Demised Premises, in
a manner not to unreasonably interfere with Tenant’s use.




          (k) Keep pass keys to the Demised Premises, and if Tenant shall not be personally present to
open and permit an entry into the Demised Premises, at any time when for any reason an entry
therein shall be reasonably necessary or permissible under the terms hereof, Landlord or Landlord’s
agents may enter by a pass key, or may forcibly enter the same, without rendering Landlord or such
agents liable therefore.




          (l) Perform, at Tenant’s cost, any obligation of Tenant which Tenant does not perform as and
when required by this Lease and after expiration of all applicable notice and cure periods, and the
costs incurred in such performance shall be due from Tenant upon demand.




ARTICLE XIII — COVENANT OF QUIET ENJOYMENT




     1301. Landlord covenants that so long as Tenant keeps and performs each and every covenant,
provision and condition herein contained on the part of Tenant to be kept and performed, Tenant may
peaceably and quietly enjoy the Demised Premises without hindrance or molestation by Landlord or by
any person claiming under Landlord, subject nevertheless to the terms, provisions and conditions of
this Lease and to any ground lease and mortgage to which this Lease is or shall be subject and
subordinate.



ARTICLE XIV — WAIVER OF SUBROGATION; INDEMNIFICATION AND PUBLIC
LIABILITY INSURANCE




     1401. Protection of Landlord from Liability. Tenant shall not do or permit any act or
thing upon the Demised Premises which may subject Landlord to any liability or responsibility for
injury, damages to persons or property or to any liability by reason of any violation of law or of
any requirement of public authority, but shall exercise such control over the Demised Premises as
to fully protect Landlord against any such liability. Tenant shall indemnify, defend and hold
harmless Landlord from and against any and all liability, claims, demands and actions and costs and
expenses due to or arising out of any damage, to property or personal injury or death resulting
from Tenant’s construction, alteration, restoration, use or occupancy of the Demised Premises or
occurring in or about the Demised Premises.



     Subject to the provisions of Paragraph 1401, the Landlord hereby agrees for itself and its
successors and assigns to indemnify, defend and save the Tenant harmless from and against any and
all liability or claims of liability, demands, actions and costs and expenses due to or arising
solely out of the gross negligence of Landlord.



     1402. Public Liability Insurance/Property Insurance.



          (a) Tenant shall keep in force, at its own expense and with companies satisfactory to
landlord, (i) public liability insurance (broad form) sufficient to cover the indemnification set
forth in Section 1401 and naming as insured Tenant, Landlord, and any other


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parties designated by Landlord, with minimum limits of $2,000,000 combined single limit
coverage, and all risk insurance, covering all Tenant’s personal property, Tenant’s Work and
alterations, to the extent of one hundred percent (100%) of their full replacement value, naming
Landlord as an additional insured as its interest may appear. Tenant shall use the proceeds of any
such policy for the replacement of personal property or the restoration of Tenant’s Work or
alterations. Landlord shall in no event be responsible for any damage or loss to such personal
property, Tenant’s Work or alterations.




     Each insurance policy shall contain an endorsement that such policy shall not be cancelled or
the coverage thereunder materially altered without at least thirty (30) days’ prior written notice
to Landlord and that no act or omission of Tenant shall invalidate the interest of Landlord under
said insurance.



     Insurance maintained by Tenant shall be deemed to be primary in coverage to insurance
maintained by Landlord.



     Tenant shall deposit each insurance policy, or a certificate evidencing the coverage
thereunder, with Landlord, and replace all such policies or certificates prior to expiration
thereof.



          (b) Landlord represents and warrants that it maintains and throughout the Term of this Lease
will maintain 100% replacement cost all risk insurance on the Building and the Premises.




     1403. Release by Way of Subrogation. Landlord and Tenant hereby release each other
from any and all liability or responsibility to the other or anyone claiming through or under them
by way of subrogation or otherwise for any loss or damage to property covered by any insurance then
in force, even if such loss or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible, provided, however, that this release
shall be applicable only with respect to any loss or damage occurring during such time as the
policy or policies of insurance covering said loss shall contain a clause or endorsement to the
effect that this release shall not adversely affect or impair said insurance or prejudice the right
of the insured to recover thereunder. The parties agree to attempt to procure such a clause or
endorsement in any policy of insurance obtained in connection with the Demised Premises.



ARTICLE XV — EMINENT DOMAIN




     1501. Condemnation.



          (a) If all of the Building (or such portion of the Building as would, in Landlord’s reasonable
judgment, and after any repair or restoration which Landlord elects to make, deprive Tenant of the
useful enjoyment of the Demised Premises) shall be taken or condemned by right of eminent domain,
or conveyed in lieu thereof, then, upon the date that possession shall vest in the condemning
authority or grantee, this Lease shall terminate, with rent adjusted to such date, and Tenant shall
have no claim against Landlord for the value of any unexpired Term of this Lease.




          (b) If such portion of the Building shall be so taken or condemned, or conveyed in lieu
thereof, as would, in Landlord’s reasonable judgment, and after any repair or


21









 







restoration which Landlord elects to make, not deprive Tenant of the useful enjoyment of the
Demised Premises, then this Lease shall not be terminated by reason of such taking or condemnation
or conveyance in lieu thereof, but shall remain in effect. In such event, Landlord shall make such
repair or restoration as is necessary to permit the useful enjoyment of the Demised Premises.




     1502. Awards. Tenant shall have no claim against Landlord and shall not have any
claim or right to any portion of any amount that may be awarded as damages or paid as a result of
any such condemnation or conveyance; and all rights of the Tenant to any such award or payment are
hereby assigned by Tenant to Landlord. However, Tenant may receive any separate award for moving
expenses, business dislocation damages or for any other award, if such award to Tenant would not
reduce the award payable to Landlord.



ARTICLE XVI — EVENTS OF DEFAULT




     1601. The occurrence of any of the following shall constitute an “Event of Default” hereunder:



          (a) Failure of Tenant to take possession of the Demised Premises within thirty (30) days after
the commencement of the Term of this Lease;




          (b) Failure of Tenant to pay when due any installment of rent or other sum required to be paid
to Tenant, which continues for more than five (5) days after the date payment is due. Prior to
acceleration or termination of the Lease Landlord shall provide Tenant with three (3) days notice
and opportunity to cure the non-payment or rent.




          (c) Failure of Tenant to perform or observe any other covenant or condition of this Lease,
which continues for more than thirty (30) days after notice of such failure is given to Tenant by
Landlord (or for more than three (3) days after such notice if such failure involves a hazardous
condition), but if such failure is not susceptible to cure within such thirty (30) day period, and
if Tenant commences such cure within such period and diligently prosecutes such cure to completion,
such thirty (30) day period shall be extended for the period reasonably required to effect such
cure;




          (d) The filing (without discharge within sixty (60) days) of a petition by or against Tenant
or any guarantor or surety of this Lease for adjudication of such party as a bankrupt or insolvent,
or for the reorganization of such party or for the appointment of a receiver or trustee of property
of such party; an assignment by Tenant or any guarantor or surety for the benefit of creditors; the
taking of possession of the property of Tenant or any guarantor or surety pursuant to statutory
authority for the dissolution or liquidation of Tenant or such guarantor or surety;




          (e) Failure by any surety or guarantor of this Lease to comply with all the provisions of the
suretyship or guaranty agreement.




22









 





ARTICLE XVII — RIGHTS OF LANDLORD UPON DEFAULT BY TENANT




     1701. Remedies. If there shall occur an Event of Default:



          (a) The whole rent for the balance of the Term, or any part thereof, of this Lease as
hereinafter computed, at the option of the Landlord, shall, immediately and without notice, become
due and payable as if by the terms of this Lease the same were payable in advance, and Landlord may
immediately collect or bring action for the whole rent or such part thereof as aforesaid, as being
rent in arrears, or may enter judgment therefore in an amicable action as herein elsewhere provided
for in case of rent in arrears, or may file a Proof of Claim in any bankruptcy or insolvency
proceeding for such rent, or Landlord may institute any other proceedings, whether similar to the
foregoing or not, to enforce payment thereof.




               Rent for each year for the balance of the Term, for the purpose of computing the rent reserved
hereunder for the unexpired portion of the Term, shall be computed as equal to the yearly average
of the stated minimum and other additional rent payable by Tenant for the last three (3) full
calendar years immediately preceding said Event of Default. If three (3) full calendar years have
not preceded the occurrence of said Event of Default, then the annual average of minimum and other
additional rent payable by Tenant theretofore required to be paid by Tenant shall be used in the
computation of the annual rent.



          (b) Landlord may, at any time thereafter, re-enter and repossess the Demised Premises or any
part thereof and attempt to relet all or any part of the Demised Premises for the account of Tenant
upon such terms and to such persons, firms or corporations and for such period or periods as
Landlord, in its sole discretion, shall determine, including a Term beyond the termination of this
Lease, and Landlord shall not be required to accept any tenant offered by Tenant or observe any
instruction given by Tenant about such reletting, or do any act or exercise any care or diligence
with respect to such reletting or to the mitigation of damages; provided however, that Landlord
shall use reasonable efforts to relet the Demised Premises on behalf of Tenant, provided, however,
that Landlord shall not be required to give preference to the Premises over other vacant space in
the Building. For the purpose of such reletting, Landlord may decorate and make repairs, changes,
alterations or additions in or to the Demised Premises to the extent deemed by Landlord desirable
or convenient. Tenant shall be responsible for the cost of such decorations, repairs, changes,
alterations and additions, and for any reasonable brokerage and legal fees expended by Landlord;
and any sums collected by Landlord from any new tenant shall be applied for such costs, and for all
other costs incurred by reason of Tenant’s default and in reletting the Demised Premises, and the
balance of such sums, if any, shall be credited against the balance of the rent and other amounts
due hereunder. To the extent that such balance is not sufficient to pay all rent and other amounts
due from Tenant, Tenant shall pay all such rent and other amounts to Landlord as the same become
due.




          (c) Landlord may, at any time thereafter, serve notice upon Tenant that this Lease and the
then unexpired Term hereof shall cease and expire and become absolutely void on the date specified
in such notice, and on the date specified in such notice this Lease, as well as all of the right,
title and interest of the Tenant hereunder, shall wholly cease and expire and become void in the
same manner and with the same force and effect (except as to Tenant’s liability) as if the date
fixed in such notice were the date herein specified for expiration of the Term of this


23









 







Lease. Thereupon, Tenant shall immediately quit and surrender to Landlord the Demised
Premises, and Landlord may enter into and repossess the Demised Premises by summary proceedings,
detainer, ejectment or otherwise, and remove all occupants thereof and, at Landlord’s option, any
property thereon, without being liable to indictment, prosecution or damage therefore.




          (d) Landlord or any person acting under Landlord may, after judicial process, re-enter and
repossess the Demised Premises, breaking open locked doors, if necessary, and may use as much force
as necessary to effect the manner thereof, and Landlord shall not be liable for any injury to the
Demised Premises caused thereby, nor shall Landlord be liable for the loss of any property upon the
Demised Premises.




     1702. Waiver of Recovery of Tenant. In the event of a termination of this Lease prior
to the date of expiration hereof, whether by reason of service of a notice as provided herein
terminating this Lease or by reason of entry or re-entry, summary proceedings, ejectment or other
operation of law, Tenant hereby waives all right to recover or regain possession of the Demised
Premises, to save forfeiture by payment of rent due or by other performance of the conditions,
terms or provisions hereof; and, without limitation of or by the foregoing, Tenant waives all right
to reinstate or redeem this Lease, notwithstanding any provisions of any statute, law or decision
now or hereafter in force or effect, and Tenant waives all right to any second or further trial in
summary proceedings, ejectment or in any other action provided by any statute or decision now or
hereafter in force or effect.



     1703. Entry and Re-entry Defined. The words “entry” and “re-entry” as used in this
lease shall not be deemed restricted to their technical legal meaning.



     1704. Breach by Tenant/Right of Landlord to Injunction. In the event of a breach or
threatened breach by Tenant of any of the terms hereof, Landlord shall have the right of injunction
to restrain the same.



     1705. Waiver of Jury Trial. Landlord and Tenant hereby waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto against the other in any
way connected with this Lease. Tenant further agrees that in the event Landlord commences any
summary proceeding for non-payment of rent, Tenant will not interpose any non-compulsory
counterclaim of whatever nature or description in any such proceeding.



     1706. Landlord’s Remedies Cumulative. All remedies provided to Landlord herein shall
be cumulative, and not exclusive of any other remedies available to Landlord, whether or not set
forth herein.



     1707. Costs. The Tenant shall be responsible for all costs, including reasonable
attorney’s fees, incurred by the Landlord in enforcing the terms of this lease if the Landlord
prevails or the matter is settled. The Landlord shall be responsible for all costs, including
reasonable attorney’s fees, incurred by the Tenant in enforcing the terms of this lease if the
Tenant prevails.



24









 





ARTICLE XVIII — SUBORDINATION




     1801. Subordination to Ground Lease/Mortgages. This Lease is and shall be subject and
subordinate to all ground or underlying leases of the Building and/or Parcel and to all mortgages
which may now or hereafter encumber the Building and/or Parcel, provided that such mortgagee or
lessor shall have executed and delivered to Tenant a non-disturbance agreement reasonably
satisfactory to Tenant. Within thirty (30) days after the execution of this Lease, Landlord shall
deliver to Tenant a non-disturbance agreement from the existing mortgage or ground lessor for the
Building. The foregoing provisions concerning subordination shall be subject to the further
limitation that this Lease shall not be subordinated to any mortgage other than a first mortgage
unless the holder of such first mortgage shall consent thereto. Notwithstanding the foregoing, the
party holding the instrument to which this Lease is subordinate shall have the right to recognize
and preserve this Lease in the event of any foreclosure sale or possessory action, and in such case
this Lease shall continue in full force and effect at the option of such party and Tenant shall
attorn to such party and shall execute, acknowledge and deliver at the request of such party, any
instrument that has for its purpose and effect the confirmation of such attornment, Tenant waives
the provisions of any statute or rule of law now or hereinafter in effect which may give or purport
to give Tenant any right of election to terminate his Lease or to surrender possession of the
Demised Premises in the event an underlying lease terminates or a mortgage is foreclosed. If
Landlord shall so request, Tenant shall send to any mortgagee or ground lessor designated by
Landlord a copy of any notice given by Tenant to Landlord under this Lease.



     1802. Notice to Mortgagee on Landlord’s Default. In the event of any act, omission or
occurrence which would give Tenant the right, immediately or after lapse of a period of time, to
cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise
such right (a) until it has given written notice of such act, omission or occurrence to the holder
of each mortgage and ground lease whose name and address shall previously have been furnished to
Tenant in writing, and (b) until Tenant shall have given each such holder a reasonable period for
remedying such act, omission or occurrence (which reasonable period shall in no event be less than
fifteen (15) days beyond the expiration of the period during which Landlord could remedy such act,
omission or occurrence).



ARTICLE XIX — RESERVATIONS OF CERTAIN FACILITIES IN FAVOR OF
LANDLORD




     1901. All walls, windows and doors bounding the Demised Premises (including exterior Building
walls, core corridor walls and doors and any core corridor entrance), except the inside surfaces
thereof, any terraces or roofs adjacent to the Demised Premises, and any space in or adjacent to
the Demised Premises used for shafts, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other Building facilities, and the use thereof, as well as reasonable access
thereto through the Demised Premises (provided Tenant’s use and enjoyment of the Premises is not
unreasonably disturbed) for the purposes of operation, maintenance, decoration and repair, are
reserved to Landlord.



25









 





ARTICLE XX — NOTICES




     2001. All bills, statements, notices or other communications given hereunder shall be deemed
sufficiently given or rendered only if in writing and delivered in person or sent by registered or
certified mail, postdate prepaid, as follows:



     If to Tenant:


VISICU, Inc

2400 Boston Street, Suite 302

Baltimore, MD 21224

Attn: Chief Financial Office



     With a copy to:


Davis Wight Tremaine LLP

2600 Century Square

1501 Fourth Avenue

Seattle, WA 98101

Attn: Joseph P. Whitford, Esq.



     If to Landlord:


Attention: Abdi Mahamedi

REDWOOD TOWER LIMITED PARTNERSHIP

2 Gannett Drive, Suite 201

White Plains, NY 10604



     With copy to:


Eric L. Berliner, Esq

Berliner & Pilson, Esqs.

3 New York Plaza, 18th Floor

New York, NY 10004


or to such other person or place as a party may designate by notice as aforesaid. Notice by mail
shall be deemed given on the third business day following deposit in the mail. Notices requesting
after-hours Building services may be given, in writing, by Tenant to the Building superintendent
designated by Landlord for such purposes.




ARTICLE XXI — HOLDING OVER




     2101. Should Tenant wrongfully continue to occupy the Demised Premises after expiration or
termination of the Term of this Lease, such tenancy shall (without limitation on any of Landlord’s
rights or remedies therefore) be one at sufferance, at a minimum rental rate equal to one hundred
fifty percent (150%) of the total rent and additional rent payable under this Lease immediately
prior to the holdover. Tenant shall be responsible for all costs and damages incurred by Landlord
by reason of wrongful holdover.



26









 





ARTICLE XXII — SCOPE AND INTERPRETATION OF AGREEMENT




     2201. This Lease is the entire agreement between the parties hereto pertaining to the Demised
Premises, and any agreement hereafter made shall be ineffective to change, modify, discharge or
amend it unless such agreement is in writing and executed by the party against whom enforcement of
the change, modification, discharge or amendment is sought. All negotiations and oral agreements
acceptable to both parties are included herein.



ARTICLE XXIII — CAPTIONS




     2301. Any headings preceding the text of the several Articles and subparagraphs hereof are
inserted solely for convenience of reference and shall not constitute a part of this Lease or
affect its meaning, construction or effect.



ARTICLE XXIV — SEVERABILITY




     2401. In the event any provision or provisions of this Lease is or are held to be invalid, the
same shall not affect the remaining provisions of this Lease, which shall continue in full force
and effect.



ARTICLE XXV — ESTOPPEL STATEMENT




     2501. Tenant shall, from time to time, within twenty (20) days after request by Landlord,
execute, acknowledge and deliver to Landlord a statement, which may be relied upon by Landlord or
any proposed assignee of Landlord’s interest in this Lease or any existing or proposed mortgagee or
ground lessor, certifying (a) that this Lease is unmodified and in full force and effect (or that
the same is in full force and effect as modified, and describing the modification), (b) the dates
to which rent and other charges have been paid, (c) whether Landlord is in default hereunder, and,
if so, specifying such default, (d) whether Tenant has any claims or demands against Landlord, and,
if so, specifying such claims or demands, and (e) such other matters as may be requested by
Landlord.



ARTICLE XXVI — BROKERS




     2601. Landlord and Tenant each warrant and represent to the other that each has not used the
services of any broker, agent, or finder who would be entitled to a commission on account of this
Lease other than Colliers Pinkard and agrees to defend, indemnify, and save the other harmless from
any commission or fee which may be payable to any other broker, agent, or finder with whom such
party has dealt in connection with this lease. Landlord agrees to pay the commissions due Colliers
Pinkard on account of this Lease, in accordance with a separate written agreement between Landlord
and Colliers Pinkard.



ARTICLE XXVII — CERTAIN MEANINGS; LIMITATION OF LIABILITY




     2701. Definition of Tenant. The word “Tenant” as used in this Lease shall be
construed to mean tenants in all cases where there is more than one tenant, and the necessary
grammatical changes required to make the provisions hereof apply to corporations, partnerships or
individuals, men or women, shall in all cases be assumed as though in each case fully expressed.



27









 




Each provision hereof shall extend to and shall, as the case may require, bind and inure to
the benefit of Tenant and its successors and assigns, provided that this Lease shall not inure to
the benefit of any assignee or successor of Tenant except upon the express written consent of
Landlord as herein provided.




     2702. Definition of Landlord. The term “Landlord” as used in this Lease means the fee
owner of the Building or, if different, the party holding and exercising the right, as against all
others (except space tenants of the Building) to possession of the Building. In the event of the
transfer of such ownership or right to a successor-in-interest of Landlord, Landlord shall be
relieved of all liability and obligation hereunder which shall thereafter accrue and Tenant shall
look solely to such successor in interest for the performance of the covenants and obligations of
the Landlord hereunder which shall thereafter accrue. The liability of Landlord and its successors
in interest under or with respect to this Lease shall be strictly limited to and enforceable only
out of its or their interest in the Building and the rents, issues and profits thereof, and shall
not be enforceable out of any other assets. No mortgagee or ground lessor which shall succeed to
the interest of Landlord hereunder shall: (i) be liable for any previous act or omission of a prior
Landlord except for defaults which are continuing; (ii) be subject to any rental offsets or
defenses against a prior Landlord; (iii) be bound by an amendment of this Lease made without its
written consent, or by payment by Tenant of rent in advance in excess of one (1) month’s rent; (iv)
be liable for any Security Deposit not actually received by it; or (v) be liable for any initial
construction of the improvements to be made to the Demised Premises. Subject to the foregoing, the
provisions hereof shall be binding upon and inure to the benefit of the successors and assigns of
Landlord.



ARTICLE XXVIII — MISCELLANEOUS




     2801. No Relinquishment. The failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the agreements, terms, covenants,
conditions or obligations of this Lease, or to exercise any right, remedy or election herein
contained, shall not be construed as a waiver or relinquishment in the future of such performance
or exercise, but the same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission.



     2802. Acceptance of Rent Not Deemed Waiver. No payment by Tenant or receipt by
Landlord of a lesser amount than the correct minimum rent or additional rent due hereunder shall be
deemed to be other than a payment on account, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed to effect or evidence an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right
to recover the balance or pursue any other remedy in this Lease or at law provided. Acceptance of
rent or other payment after default shall not constitute a waiver of such default.



     2803. Use of Common Areas. Tenant and its agents, employees and invitees shall have
the right to use, in common with all others granted such rights by Landlord, in a proper and lawful
manner, the common entranceways, lobbies and elevators furnishing access to the Demised Premises,
and the common lobbies, hallways and toilet rooms on the floor on which the Demised Premises is
located. Such use shall be subject to such reasonable and uniform rules,



28









 







regulations and requirements as Landlord may from lime to time prescribe that are consistent
with this Lease.



     2804. Obligations Survive Termination. Any obligations hereunder of Tenant which are
not fully performed at the time of termination hereof shall survive termination of this Lease.



     2805. Maryland Law Governs. This Lease shall be governed in all respects by the laws
of the State of Maryland. In any and all actions brought pursuant to this lease or to enforce this
lease shall be brought in the District or Circuit Court of Baltimore City, Maryland.



     2806. Right of First Offer. Tenant shall have a continuous Right of First Offer on any
space that is or becomes available on the eighteenth (18th) or twentieth
(20th) floors of the Building. Tenant may at any time, by written notice to Landlord,
request that Landlord provide Tenant with a list of the available space on the 18th and
20th floors and of the market rates and terms for such space. Landlord shall provide
such information to Tenant within ten (10) days after such request and shall, in any event, provide
such information to Tenant as to space Landlord intends to lease prior to leasing any available
space on such floors. Tenant shall have a period of ten (10) days from receipt of such information
within which to notify Landlord of its agreement to lease all or a designated portion of such
available space or, in the case of space Landlord intends to Lease, Tenant’s agreement to lease the
space that Landlord intends to Lease. If Tenant so notifies Landlord, Landlord shall be obligated
to lease such space to Tenant on the terms in Landlord’s notice. Tenant’s failure to respond
within such time shall be deemed Tenant’s rejection of the offer. Landlord shall not Lease any
space to another tenant at an effective rent of eight (8%) percent or more below the effective rent
offered to Tenant without resubmitting to Tenant the new lower rent. If the amount of effective
rent being charged to new tenant is no less than eight (8%) percent below the effective rent
offered Tenant, Landlord shall have no obligation to re-offer the space to Tenant. Determination
of Effective Rent shall take into account concessions, pass throughs, tenant allowances and other
appropriate terms.



     IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by their duly
authorized representatives the day and year first above written.



	 	 	 	 	 	 	 
	WITNESS:	 	LANDLORD:	 	 
	 	 	REDWOOD TOWER LIMITED PARTNERSHIP	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
 

	 	 
	 

	 	 	 	;President,Progressive	 	 
	 

	 	 	 	Holdings, Inc.	 	 
	 

	 	 	 	General Partner	 	 
	 

	 	Date:
	 	June 22, 2004	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT	 	 
	 	 	VISICU, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Sindler
 

	 	 
	 

	 	Date:
	 	June 16, 2004	 	 







29









 








EXHIBITS




	 	 	 
	Exhibit A

	 	Floor Plan
	 	 	 
	Exhibit B

	 	Tenant Work Letter
	 	 	 
	Exhibit C

	 	Janitorial Specifications
	 	 	 
	Exhibit D

	 	Rules and Regulations
	 	 	 
	Exhibit E

	 	Method of Measurement







 









 








EXHIBIT A










 









 








EXHIBIT B









343 North Charles Street, Baltimore, MD 21201




410-S28-1250                          Fax 410-528-10__




April 26, 2004




Redwood Tower Limited Partnership

217 East Redwood Street

Baltimore, Maryland 21201

Attn.: Mr. Donald Tappa




Re: 211 E. Redwood St, 19th Fl.

Revised with changes      




Dear Don,




     Thank you for the opportunity to provide a budget on the improvements for the above referenced
project. The scope of the work required is as follows:



     1) Supervision, general conditions and clean up



     2) Demolition:



	 	 	 	 	 
	593

	 	LF
	 	Remove ceiling high wall
	12,338

	 	SF
	 	Remove existing carpet






     3) Door, frames and hardware:



	 	 	 	 	 
	27

	 	EA
	 	Furnish & install 3’0”x8’0” maple door (no glass) in hollow metal
frame, & passage set hardware
	3

	 	EA
	 	Furnish & install 4’0”x8’0” pair of maple closet door
	1

	 	EA
	 	Furnish & install 6’0”x8’0” pair of bi-fold closet door
	22

	 	EA
	 	Furnish & install lock set in lieu of passage for all offices & 4 interior rooms






     4) Drywall:



	 	 	 	 	 
	744

	 	LF
	 	Construct ceiling high wall
	26

	 	LF
	 	Construct one hour rated fire wall
	0

	 	LF
	 	Construct low wall at reception desk






     Reuse Existing 2x2 lay in ceiling tile



	 	 	 	 	 
	1,205

	 	SF
	 	Furnish & install upgraded ceiling tile at reception area and three
conference rooms (an allowance of $1.50 installed is used)
	278

	 	LF
	 	Construct drywall border in upgraded tile areas






1 of 3




 









 








	 	 	 	 	 
	1,790

	 	SF
	 	Furnish & install insulation in conference room walls & over ceiling
Patch walls as needed






     5) Painting:



	 	 	 	 	 
	 

	 	 	 	Size walls, supply and install vinyl wallcovering (an allowance of $13.00/yard
has been used to purchase wallcovering) in three conference rooms
	 

	 	 	 	Paint all other walls with two (2) coats of off-white eggshell
	 

	 	 	 	Stain all doors & trim with two (2) coats of semi-gloss






     6) Flooring;




	 	 	 	 	 
	1,294

	 	SF
	 	Furnish & install carpet — (Reality Bites in open areas and All That Jazz in individual offices)
	596

	 	SF
	 	Furnish & install Armstrong Excelon VCT in break room, file room & mail room
	758

	 	SF
	 	Furnish & install Armstrong Excelon VCT
	0

	 	SF
	 	Furnish & install stone in reception area
	2,189

	 	LF
	 	Furnish and install 4” vinyl cove base






     7) Carpentry:



	 	 	 	 	 
	24

	 	LF
	 	Furnish & install stock wood wall and base cabinets with countertop in break room & mail room
	4

	 	EA
	 	Furnish & install coat rod and shelf
	0

	 	LF
	 	Furnish & instill clear maple smooth casing at door frames & windows






     8) Glass & Glazing:



	 	 	 	 	 
	0

	 	EA
	 	Furnish & install 3’0”x8’0” Herculite style doors w/standard hardware
	1

	 	EA
	 	Remove and Reinstall existing full glass entry door
	98

	 	LF
	 	Furnish & install clerestory windows 42” high






     9) Roof — cut & patch: None



     10) Sprinklers:



	 
	Add/relocate beads as needed to accommodate new layout







     11) HVAC:



	 
	Add/relocate diffusers, etc. as needed to accommodate new layout Upgrade HVAC for computer room, QAL and Impl. Test rooms (One 4 ton water cooled unit tied to existing loop)

	

	







     12) Plumbing:



	 	 	 	 	 
	1

	 	EA
	 	Furnish & install kitchen sink
	1

	 	EA
	 	Furnish & install water heater
Saw cut, break up & pour back of concrete
	

	







     13) Electrical:



	 	 	 	 	 
	12

	 	EA
	 	Furnish & install 2x4 T8 grid light fixture
	42

	 	EA
	 	Furnish & install 26W fluorescent downlight ($115.00/EA allowed)
	6

	 	EA
	 	Furnish & install sconce ($85.00/EA allowed)
	32

	 	EA
	 	Furnish & install single pole switch
	75

	 	EA
	 	Furnish & install duplex receptacle
	7

	 	EA
	 	Furnish & instill dedicated duplex receptacle
	2

	 	EA
	 	Furnish & install dedicated GFI
	10

	 	EA
	 	Furnish & install base feed (4 workstations per circuit)
	7

	 	EA
	 	Furnish & install Power poles






2 of 3




 









 








	 	 	 	 	 
	6

	 	EA
	 	Furnish & install exit/emergency light fixture
Connect HVAC system for computer room
An allowance of $5,000 is included for fire alarm upgrade






     The following items are excluded from the work



     1) Architectural or engineering fees



     2) Builder’s risk insurance



     3) Permits



     4) Blinds



     5) Telephone wiring



     6) BOE or Verizon charges



     7) Any alterations/additions to existing electrical service



     8) Fire alarm, security, & voice/data equipment & wiring except as noted above



     9) Control wiring



     10) Off hours or overtime work



     11) Wood molding detail other 1/2” x1/2” stop bead



     12) Reception Desk



     13) Upgrade Anti-Static floor tile



     14) Rear Herculite door



     15) Projection screen



     The cost for completing this work will be: $306,691.00.



     We also offer he following alternates:



     1) Elevator Lobby:



          Awaiting Final design .




Add Pricing in progress




     2)
Allowance for permit fees — note signed and sealed architectural
drawings by others —
required



Add $4,000.00               




          Thank you for the opportunity to provide a quote on this project. Please call me at
410-528-1250, if you have any questions.



Very truly yours,




/s/
Paul Schaefer




3 of 3




 









 





EXHIBIT C




HOUSEKEEPING SPECIFICATIONS AND FREQUENCIES




FOR




REDWOOD TOWER




General Instructions:





	 	A.	 	Entrance lobby areas will receive special attention to maintain a superior
appearance.
	 
	 	B.	 	Where metal has protective finish, damp wiping will be the procedure instead of
polishing.
	 
	 	C.	 	Collected trash will be deposited in the designated area or container provided
by Redwood Tower.
	 
	 	D.	 	Contractor will replenish towels, tissues, soap and sanitary napkins.
	 
	 	E.	 	Contractor employee shall make sure all office doors are locked after cleaning,
unless directed otherwise.
	 
	 	F.	 	Contractor employees will use only the lighting needed to perform the work in
the area they are cleaning. All lights other than emergency lights will be turned off
when the cleaning has been completed in the area.
	 
	 	G.	 	All equipment will be maintained in first-class working condition, Spare
equipment will be available for replacement. Spare vacuum cleaners, in good working
order, will be maintained on the premises at all times.





Specification A: Floors





	 	1	 	Carpets






	 	a.	 	Nightly






	 	*	 	Vacuum using commercial quality upright vacuum with beater bar and
protective body edge.
	 
	 	*	 	Spot clean, as required.






	 	b.	 	Weekly






	 	*	 	Give special attention to carpet edges, vacuum with wand attachment,
if necessary.






	 	c.	 	As Required




 









 












	 	*	 	Pile lift carpet
	 
	 	*	 	Shampoo all public area carpet as approved by client at a mutually
agreed upon price per sq. ft.
	 
	 	*	 	Shampoo office area carpet as approved by client at a mutually
agreed upon price per sq. ft.






	 	2	 	Hard Surface Floors






	 	a.	 	Nightly






	 	*	 	Dust mop tile flooring with approved chemically treated dust mop.
	 
	 	*	 	Remove foreign substances adhering to floor.
	 
	 	*	 	Public areas, in addition to dust mopping will be wet mopped or
spray buffed, as required
	 
	 	*	 	Lobby floor cleaned and polished as per approved manufacturers
recommendations
	 
	 	*	 	Check stairwells and dust mop or wet mop, as required






	 	b.	 	Weekly






	 	*	 	Spray buff all office floors, remove scuffs and marks






	 	c.	 	As Required






	 	*	 	Strip and refinish using a minimum of three coats of approved floor
finish





Specification B: Rest Rooms





	 	1	 	Floors






	 	a.	 	Nightly






	 	*	 	Wet mop floors using approved germicidal cleaning solutions






	 	b.	 	Weekly






	 	*	 	Deck brush and scrub and rinse






	 	c.	 	Quarterly






	 	*	 	Machine scrub and rinse





 









 






	 	2	 	Fixtures






	 	a.	 	Nightly






	 	*	 	Clean all toilets, urinals and was basins using approved germicidal
solutions
	 
	 	*	 	Clean and polish all mirrors
	 
	 	*	 	Clean all dispensers and waste receptacles
	 
	 	*	 	Spot clean walls
	 
	 	*	 	Damp wipe all partitions






	 	b.	 	Weekly






	 	*	 	Wash all partitions






	 	c.	 	Quarterly






	 	*	 	Wash rest room walls
	 
	 	*	 	Clean all vents





Specification C: Elevators





	 	1	 	Floors






	 	a.	 	Nightly






	 	*	 	Vacuum, including edges, or damp mop (hard surface).






	 	b.	 	Weekly






	 	*	 	Shampoo or spray buff






	 	c.	 	Quarterly






	 	*	 	Strip and refinished (hard surface)






	 	2	 	Tracks






	 	a.	 	Nightly






	 	*	 	Clean nightly






	 	b.	 	Weekly




 









 












	 	*	 	Clean and polish






	 	3	 	Walls






	 	a.	 	Nightly






	 	*	 	Spot clean






	 	b.	 	Monthly






	 	*	 	Wash






	 	4	 	Lights






	 	a.	 	Weekly






	 	*	 	Dust






	 	b.	 	Quarterly






	 	*	 	Damp wipe






	 	c.	 	Yearly






	 	*	 	Wash






	 	5	 	Diffusers, Louvers and Vents






	 	a.	 	Monthly






	 	*	 	Dust






	 	b.	 	Annually






	 	*	 	Wash






	 	6	 	Interior Glass






	 	a.	 	Nightly






	 	*	 	Spot Clean






	 	b.	 	Weekly






	 	*	 	Clean






	 	7	 	Drapes






	 	a.	 	Quarterly





 









 






	 	*	 	Vacuum






	 	8	 	Venetian Blinds






	 	a.	 	Weekly






	 	*	 	Dust






	 	b.	 	Semi-Annually






	 	*	 	Damp wipe






	 	9	 	Light Fixtures






	 	a.	 	Weekly






	 	*	 	Dust






	 	b.	 	Annually






	 	*	 	Wash





Specification D: Office Area Cleaning





	 	1	 	Desk, Tables, Chairs, Bookcases, etc.






	 	a.	 	Nightly






	 	*	 	Dust with chemically treated dust cloth






	 	b.	 	Monthly






	 	*	 	Clean and polish desk and tables






	 	2	 	Telephones






	 	a.	 	Nightly






	 	*	 	Damp wipe with germicidal solutions






	 	3	 	Windowsills, Chair Rails and Ledges






	 	a.	 	Twice weekly






	 	*	 	Dust or damp wipe, as required.






	 	4	 	Water Fountains






	 	a.	 	Nightly





 









 






	 	*	 	Thoroughly clean with disinfectant solutions






	 	5	 	Wall Hangings (pictures, clocks, etc.)






	 	a.	 	Weekly






	 	*	 	Dust using chemically treated dust cloth






	 	6	 	Trash Cans






	 	a.	 	Nightly






	 	*	 	Replace liners, as required






	 	b.	 	Weekly






	 	*	 	Clean and polish





 









 





REDWOOD TOWER




EXHIBIT D




RULES AND REGULATIONS




BUILDING SERVICES AND PROCEDURES




 









 









REDWOOD TOWER




BUILDING SERVICES AND PROCEDURES




       This manual hopefully answers initial questions you might have concerning services and
procedures at Redwood Tower. Further information can be obtained from the Building Manager. Also
included in this manual are standard building forms for sign and directory information and for
obtaining your allotted number of keys.




	A.	 	CLEANING





       The following SPECIAL SERVICES, which are not part of your General Cleaning, are
available to you at an additional charge:




Special porter or matron services, wall washing, special window or partition cleaning,
fluorescent lighting maintenance programs, carpet shampooing, excess trash removal and
exterminating.




	B.	 	BUILDING MAINTENANCE





       Building standard maintenance include, but is not necessarily limited to, the following
services:




Heating of air conditioning adjustment, plumbing or electrical problems, replacement of
light bulbs in common areas, etc.




The following SPECIAL SERVICES are available at a nominal change:




Picture hanging, odd job repair work, lock repair, key making, etc.




	C.	 	KEY MAKING





       Requests for duplicate keys must be made IN WRITING to the Building Management Office with the
tenant key that is to be duplicated. For reasons of security, it is recommended that all duplicate
keys be made within the Building. Please note that NO outside locksmith is allowed to do
lock work in the Building.





	D.	 	ALTERATIONS OF TENANT SPACE





       Any type of alteration of your space MUST BE APPROVED IN ADVANCE by the building
Management Office. Contractors not on the list of Approved Contractors will not be allowed to work
in the Building unless properly cleared in advance by the Building Management Office. This
includes ANY TYPE OF WORK MAJOR OR MINOR.





	E.	 	SIGNS





       Request for listing on the lobby directory board should be made IN WRITING to the
Building Manager. Due to space limitations, you will be provided one (1) directory strip for every
950 square feet of rentable office space you occupy. Therefore, please limit listings to

 









 








your corporate name and key personnel (last name and first initial only). Also, please
include in the same letter the way in which you would like your corporate name listed on your floor
corridor sign. This must be sent to the Building Management Office at least four weeks prior
to Move-in order to have your listing installed in the lobby directory when you occupy the
Building.





	F.	 	Front Door Sign





          To avoid solicitation by sign companies, (to be determined) is the approved company
for the work necessary to prepare and install your suite entrance door sign. A sample to the type
of the building standard sign is available in the Building Management Office, and should be
reviewed prior to your suite entrance door sign. Signs other than building standard must be
approved in advance by the Building Manager. No signs are to be placed on the corridor wall
without prior consent by the building manager.





	G.	 	MOVE-IN





          Please contact the Building Manager at least two weeks prior to your expected move so that the
proper arrangements can be made, including freight elevator scheduling.





	H.	 	MOVE-IN PROCEDURES






	 	1.	 	All Move-ins will be via the Redwood Street lobby entrance and all furniture
and equipment must be brought to your floors via the designated elevator.
	 
	 	2.	 	All Move-ins will be conducted after hours or on weekends.
	 
	 	3.	 	You may be billed for overtime use of air conditioning and security personnel
if needed.
	 
	 	4.	 	The elevator must be reserved, in advance, through the Building Manager.
	 
	 	5.	 	Moving companies must furnish the Building Manager with an appropriate
certificate of Insurance prior to Move-in. All moving companies must be approved, in
advance, by the Building Manager.
	 
	 	6.	 	You are fully responsible for your moving company with respect to damage, labor
status, and associated charges.
	 
	 	7.	 	Office tenants and retail tenants must provide a contact and telephone number
in case of emergency such as fire, flood, etc. (Emergency After Hour Number). We ask
you to designate a contact person and at least one alternate in your office and provide
the Building Manager with their home telephone numbers.






	I.	 	1. FIRE PROTECTION SYSTEM






The building is equipped with a combined fire standpipe and sprinkler system designed in
accordance with Section 629 of the BOCA Basic Building Code/1981.



 









 






	2.	 	FIRE PREVENTION AND PROTECTION PROGRAM






	 	a.	 	EVACUATION FIRE DRILLS






	 	*	 	Fire drills may be conducted four (4) times a year.
	 
	 	*	 	Occupants will be alerted through the Fire Communication System.
	 
	 	*	 	All tenants and visitors will move to the fire stair-wells.
	 
	 	*	 	Floor wardens will direct occupants on each floor.
	 
	 	*	 	A record of drills will be kept in the Building Management Office.






	 	b.	 	FLOOR WARDENS






	 	*	 	A floor warden will be assigned on each floor, and a deputy floor
warden shall be appointed as that floor warden’s replacement, if the
floor warden is absent.
	 
	 	*	 	Floor wardens and/or deputies will be responsible for systematic
checking of each floor’s exit lights, fire doors and passages on a
regular basis.






	3.	 	FIRE EVACUATION






	 	a.	 	In case of fire, you should pull an interior fire alarm and
call Building Security or the Building Management Office.
	 
	 	b.	 	Smoke and/or sprinkler activation will automatically transmit a
signal to the fire department and bring all elevators to the Building lobby.
Our attendant at the console will also manually alert the fire department.
	 
	 	c.	 	The attendant at the Fire Command Station (lobby) will instruct
tenants in evacuation procedure and advise of emergency conditions by using the
Fire Communication System.
	 
	 	d.	 	Designated floor wardens on all floors will coordinate
evacuation procedures through communication with the Fire Command Station at
the lobby console.
	 
	 	e.	 	In case of evacuation, persons in stairwells must allow fire
department personnel movement through the stairwells by traveling on the wall
side of stairwells.
	 
	 	f.	 	It is of the utmost importance that you remain calm and follow
instructions issued by the floor warden and/or the Fire Command Station.




 









 












There will be no evacuation of the building unless specifically recommended by the Fire
Department and conveyed from the Fire Command Station (lobby console) to all personnel. In
the event of evacuation, calmly leave the Building and cross the street obeying instructions
of the police and fire department.




Disabled Persons — A responsible person in the same work area should be assigned to assist
the disabled persons.




	J.	 	BOMB THREAT PROCEDURE






	 	1.	 	THE THREAT






If you receive a telephone threat of a bombing, PROCEED AS FOLLOWS:




	 	a.	 	Remember details of the telephone call;






	 	(i)	 	location of bomb
	 
	 	(ii)	 	stated time of explosion
	 
	 	(iii)	 	back ground noise
	 
	 	(iv)	 	accent, voice and sex of caller.






	 
	 	b.	 	Call the Building Management Office immediately at
410/727-2600.






	 	2.	 	THE DECISION






For obvious reasons, the Building is not automatically evacuated every time a threat is
made. However, your safety is the prime consideration and based on specific circumstances,
an appropriate decision will be made.




You can, of course, choose to evacuate your space at your discretion.




	 	3.	 	THE EVACUATION






An evacuation plan approved by the Baltimore County Fire Department is maintained on file in
the management office. Tenant are welcome to view it at any time. If evacuation is deemed
necessary by the Police and the Building Manager, it will proceed as follows:




	 	a.	 	The attendant at the Fire Communication Station (lobby) will
instruct tenants in the evacuation procedure and advise of emergency conditions
by using the Fire Communication System.
	 
	 	b.	 	All means of exit will be utilized for speedy evacuation:
passenger and freight elevators and fire stairs.
	 
	 	c.	 	Floors will be evacuated by order of imminent danger but, NOT
all at once.
	 
	 	d.	 	You will not be permitted to remain in the lobby during the
evacuation and search.





 









 






No doubt, there will be rumors and anxiety spread by some people. Please control those
around you who might cause a panic.




	K.	 	SECURITY





	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	NORMAL BUILDING HOURS-
	 	8:00am to 6:00prn,
	 

	 	 	 	 	 	 	 	Monday through Friday
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	8:00am to 1:00pm,
	 

	 	 	 	 	 	 	 	Saturday







	 	2.	 	AFTER HOURS — Card Access System Procedures






Redwood Tower has a card access system. Tenants must have access cards to enter the Building
after hours. Additional requirements will include proper identification and a sign-in
procedure.




Access to Redwood Tower beyond the Normal Building Hours listed above can only be
accomplished by using the Building’s card access system. Even after your employee has
gained access through the security entrances, he/she must show this card to the lobby
security personnel and then sign the tenant register.




Please furnish the building Manager with the names and signatures of the authorized “After
Hours” personnel at least (4) four weeks before you move in so that access cards can be
prepared.




You will be provided with one (1) access card for every 200 square feet, or fraction
thereof, of rentable office space you occupy. Additional cards may be purchased from the
building Management Office.




	 	3.	 	GENERAL






All persons entering or leaving before or after Normal Building Hours, as defined above, are
required to sign the tenant register.




Moreover, any person leaving the Building with packages or boxes, etc. or other than normal
personal items will be required to present an approved pass to the lobby security guard.
Passes are to be prepared and used as follows:




	 	a.	 	Prepare a letter signed by an authorized employee of your firm
including the following information:






	 	(i)	 	the individual authorized to remove material
from the Building;
	 
	 	(ii)	 	the date on which the material is to be removed
from the Building;
	 
	 	(iii)	 	a description of the material to be removed
from the Building.





 









 






	 	b.	 	Present the approved pass to the security personnel in the
lobby prior to leaving the Building.






The lobby security personnel will maintain a log of your employees who are authorized to
sign passes.




	L.	 	MAIL AND DELIVERIES






	 	1.	 	Mail will be delivered to the central mail room located on the first office
level (9th floor).
	 
	 	2.	 	Deliveries:






	 	a.	 	Furniture, fixtures, equipment, office supplies, etc.






	 	*	 	All deliveries are to be made from the Redwood Tower Lobby with the
designated elevator, however, not more than two (2) exclusive round
trips of freight will be authorized during Normal Building Hours.
	 
	 	*	 	If more than two (2) exclusive trips are required, the deliveries
must be approved by Building Management for Normal Business Hours and
the use of the designated building elevator will be scheduled in
advanced. The preferred hours are 9:00am — 11:00am, 2:00pm — 4:00pm,
then after 6:00pm.






	 	b.	 	Parcel Post, Federal Express, UPS, etc.






	 	*	 	Delivered directly to your suite.





 









 





EXHIBIT E




METHOD OF BUILDING MEASUREMENT FOR OFFICE SPACE





	I.	 	SINGLE-TENANCY FLOORS
	 
	 	 	The Rental Area of a single-tenancy floor shall be the area within the outside walls
computed by measuring from the inside surface of the window glass to the inside surface of
the opposite window glass including columns and projections necessary to the building as
well as accessory areas within and exclusively serving only that floor, with their enclosing
walls, toilets, janitors closets, electrical closets, air-conditioning rooms and fan rooms
and telephone closets, together with four percent (4%) of the sum so determined as a “Common
Area Factor.” Rental Area will not include penetrations made by public stairs, fire towers,
public elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts.
	 
	II.	 	DIVIDED FLOORS
	 
	 	 	The Rental Area of an individual office or a portion of a divided floor shall be the area
computed by measuring from the inside surface of the window glass to the finished surface of
the corridor side of corridor partitions and from center to center of the partitions that
separate the Premises from adjoining Rental Areas including columns and projections
necessary to the Building together with twelve percent (12%) of the sum so determined as a
“Common Area Factor.”