1
EXHIBIT 10.8
AGREEMENT OF LEASE
by and between
Tysons Corner Limited Partnership
and
Deltek Systems, Inc.
2
TABLE OF CONTENTS
Section Heading Page
------- ------- ----
1. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. Use of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4. Insurance and Indemnification . . . . . . . . . . . . . . . . . . . 13
5. Improvements to Premises . . . . . . . . . . . . . . . . . . . . . . 14
6. Maintenance and Services . . . . . . . . . . . . . . . . . . . . . . 17
7. Landlord's Right of Entry . . . . . . . . . . . . . . . . . . . . . 18
8. Fire and Other Casualties . . . . . . . . . . . . . . . . . . . . . 19
9. Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
10. Assignment and Subletting . . . . . . . . . . . . . . . . . . . . . 22
11. Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . 24
12. Subordination; Attornment and Non-Disturbance . . . . . . . . . . . 24
13. Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . . . . 25
14. Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
15. Access to the Premises--Security System . . . . . . . . . . . . . . 26
16. Floor Load -- Heavy Machinery . . . . . . . . . . . . . . . . . . . 27
17. Fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
18. Signage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
19. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . 28
20. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 28
21. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
22. Additional Expansion Space . . . . . . . . . . . . . . . . . . . . . 31
23. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
EXHIBITS
A Floor Plans of the Premises
B Agreement Regarding Commencement Dates
c Final Drawings for Tenant Improvements
D Current Rules and Regulations
E Additional Expansion Space
F Agreement Regarding Cancellation Penalty
G Prior Leases
2
3
AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE (hereinafter referred to as the "Lease"), made
this 12th day of November, 1991, by and between TYSONS CORNER LIMITED
PARTNERSHIP, an Illinois limited partnership, having an address at c/o ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as "Landlord"), and DELTEK SYSTEMS, INC., a Virginia
corporation, having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Tenant").
WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into
this Lease by the parties hereto, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by
each party hereto, Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, all of that real property, situate and lying in Fairfax County,
Virginia, which consists of the space (consisting of a maximum aggregate of
approximately 28,242 rentable square feet) shown on Exhibits A-1 through A-5
attached hereto (hereinafter collectively referred to as the "Premises") and
located in a building (hereinafter referred to as the "Building") having an
address of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [the Premises, the
remainder of the Building, the land ("Land") on which the Building is located
and any other buildings or improvements thereon being hereinafter referred to
collectively as the "Property"].
SUBJECT TO THE OPERATION AND EFFECT of any and all instruments and
matters of record or in fact,
UPON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set
forth:
Section 1. Term.
1.1. Commencement Date.
(a) This Lease shall be for a term (the "Term")
commencing on the following dates (each of which is referred to as a
"Commencement Date"):
(i) With respect to the 1,250 square feet of
space located on the third floor (currently occupied by Financial Planning
Corporation of McLean) and outlined in red on Exhibit A-1 (the "Financial
Planning Space"), on the date that Landlord substantially completes Tenant
Improvements with respect to such space;
4
(ii) With respect to the 1,902 square feet of
space located on the second floor (currently vacant) and outlined in red on
Exhibit A-2 (the "Second Floor Expansion Space"), on the earlier to occur of
April 1, 1992 or the date that Landlord substantially completes Tenant
Improvements with respect to such space; and
(iii) With respect to (A) the 16,335 (subject to
architect's measurement) square feet of space located on the third floor
(currently occupied by Tenant) and outlined in red on Exhibit A-3 (the
"Existing Third Floor Space"), (B) the 4,820 square feet of space located on
the third floor (currently occupied by ▇▇▇▇▇ and Company, P.C.) and outlined in
red on Exhibit A-4 (the "Third Floor Expansion Space"), and (C) the {3,935}
square feet of space located on the second floor (currently occupied by Tenant)
and outlined in red on Exhibit A-5 (the "Existing Second Floor Space"), on the
earlier to occur of April 1, 1992 or the date that Landlord substantially
completes Tenant Improvements with respect to such space. Landlord hereby
represents to Tenant that the above measurement of usable square footage for
the Existing Third Floor Space does not include the atrium penetration on the
southwest (front) side of the third floor elevator lobby.
(b) When the first Commencement Date occurs, Landlord and
Tenant shall execute an Agreement Regarding Commencement Date in the form
attached hereto as Exhibit B. Thereafter, as subsequent Commencement Dates
occur, the existing Agreement Regarding Commencement Dates shall be updated by
the parties to reflect such subsequent Commencement Dates.
(c) If Landlord shall be unable to give possession of any
portion of the Premises to Tenant on the applicable Commencement Date because
of the retention of possession by any occupant thereof, alteration or
construction work, or for any other reason, Landlord shall not be subject to
any liability for such failure. In such event, this Lease shall stay in full
force and effect, without extension of the Term. However, the monetary
obligations of Tenant hereunder with respect to such portion of the Premises
shall not commence until such portion of the Premises are available for Tenant
as provided herein. Notwithstanding the foregoing, if delay in possession of
any portion of the Premises is due to changes or decoration being made by or
for Tenant or is otherwise caused by Tenant, there shall be no rent abatement
therefor and rent shall commence on the Commencement Date. If permission is
given to Tenant to occupy other premises prior to the Commencement Date, such
occupancy shall be deemed to be pursuant to the terms of this Lease, except
that the parties shall separately agree as to the obligation of Tenant to pay
rent for such occupancy. Tenant hereby expressly agrees that the foregoing
provisions shall
2
5
govern and control in lieu of any law contrary to the provisions of this
Section.
1.2 Termination Date. Provided not earlier terminated by default,
the Term of this Lease shall terminate on March 31, 1998 (the "Termination
Date").
1.3 Surrender. Tenant shall at its expense, at the expiration of
the Term or any earlier termination of this Lease, (a) promptly surrender to
Landlord possession of the Premises (including any fixtures or other
improvements which, under the provisions of Section 5, are owned by Landlord)
in good order and repair (damage to the Premises reasonably beyond Tenant's
control and ordinary wear and tear excepted) and broom clean, (b) remove from
the Premises Tenant's signs, goods and effects and any machinery, trade
fixtures and equipment which are used in conducting Tenant's trade or business
and are not owned by Landlord, and (c) repair any damage to the Premises or the
Building caused by such removal.
1.4 Holding Over. If Tenant continues to occupy the Premises
after the expiration of the Term or any earlier termination of this Lease
without having obtained Landlord's express written consent thereto, then
without altering or impairing any of Landlord's rights under this Lease or
applicable law, (i) Tenant hereby agrees to pay to Landlord as Rent for the
Premises, immediately on demand by Landlord, for each calendar month or portion
thereof after such expiration of the Term or such earlier termination of this
Lease, as aforesaid, until Tenant surrenders possession of the Premises to
Landlord, an amount equal to 150% of the monthly Base Rent and Additional Rent
which would have been due and payable under the provisions of Section 2
(calculated in accordance with such provisions of section 2 as if this Lease
had been renewed for a period of twelve full calendar months after the
termination of the Term) and (ii) Tenant shall surrender possession of the
Premises to Landlord immediately on Landlord's having demanded same. Nothing
in the provisions of this Lease shall be deemed in any way to give Tenant any
right to remain in possession of the Premises after such expiration or
termination, regardless of whether Tenant has paid any such Rent to Landlord.
1.5 Renewal Term. Provided no Event of Default shall have
occurred and then be continuing and no event shall have occurred which with
notice and/or time would constitute an Event of Default hereunder, Tenant shall
have the option to renew the Term of this Lease for one (1) additional term of
five (5) years (the "Renewal Term"). In order to exercise its renewal option,
Tenant must notify Landlord of its exercise of the option at least one hundred
eighty (180) days prior to the expiration of the initial Term of this Lease.
In the event that Tenant exercises its
3
6
renewal option, the Premises covered by the Renewal Term shall be all space
occupied by Tenant at the expiration of the initial Term (including any
Additional Expansion Space obtained by Tenant pursuant to Section 22), unless
Landlord and Tenant negotiate otherwise. All of the terms of this Lease
applicable to the initial Term of this Lease shall apply during the Renewal
Term, except that Rent during the Renewal Term shall be ninety percent (90%) of
Fair Market Rental Value (determined in accordance with Section 1.6 below).
1.6 Fair Market Rental Value.
(a) Definition. For the purpose of this Lease, the term
"Fair Market Rental Value" shall mean the then-current annual rental charge
(i.e., the sum of Base Rent plus escalation, operating cost pass-through
charges and all other charges, less rent abatements) being charged by Landlord
for new leases in substantially equivalent space in the Building, which leases
are being negotiated or have been executed within six (6) months prior to the
first day of the Renewal Term; and contain provisions for subsequent rental
increases, operating cost pass-throughs and other rental adjustments; provided,
however, that if no such leases are currently being negotiated or have been
executed within such six (6) month period, then in such event the Fair Market
Rental Value shall be equal to the then-current annual rental charge (i.e., the
sum of base rent, plus escalation, operating cost pass-throughs and all other
charges) being charged by landlords for new leases then currently being
negotiated or most-recently executed for comparable first-class space in most
recently-completed first-class office buildings located in the market area
surrounding the Property, which leases shall contain comparable provisions for
subsequent rental increases, operating cost pass-throughs and other rental
adjustments. Notwithstanding anything else herein to the contrary, in no event
shall ninety percent (90%) of the Fair Market Rental Value for the first Lease
Year of the Renewal Term be less (on a per square foot basis) than the highest
Base Rent and Additional Rent payable during any Lease Year during the initial
Term.
(b) Dispute as to Fair Market Rental Value. To implement the
provisions of Section 1.5 above, Landlord shall, after receiving timely written
notice from Tenant of its intent to exercise its renewal option, designate the
Fair Market Rental Value of the Premises and shall furnish data in support of
such designation not later than thirty (30) days after receipt of such notice.
If Tenant disagrees with Landlord's designation of Fair Market Rental Value,
Tenant shall notify Landlord of such disagreement within ten (10) days after
Tenant has been notified of Landlord's designation, whereupon Landlord and
Tenant shall each use their good faith best efforts to agree upon the Fair
4
7
Market Rental Value. In the event that Landlord and Tenant are unable to agree
upon the Fair Market Rental Value within thirty (30) days after Tenant notifies
Landlord of its disagreement with Landlord's designation of the Fair Market
Rental Value, Tenant's renewal option or expansion option with respect to the
space as to which Landlord and Tenant are unable to agree upon the Fair Market
Rental Value (pursuant to Section 1.5 or Section 22.4(a), whichever is
applicable) shall become null and void and of no further force or effect.
Section 2. Rent.
2.1 Amount. As rent for the Premises (all of which is hereinafter
referred to collectively as "Rent"), Tenant shall pay to Landlord all of the
following:
(a) Base Rent. An annual rent (hereinafter referred to
as the "Base Rent") comprised of the aggregate of the following components:
(i) Net Component. A net component (hereinafter
referred to as the "Net Component") which:
(A) for the first Lease Year during the Term, is
(i) Fourteen and 20/100 Dollars ($14.20) per square foot in the Premises plus
(ii) if the Term commences on a day other than the first (1st) day of a
calendar month, one three-hundred sixty-fifth (1/365) of the Net Component for
each day of such calendar month falling within the Term; and
(B) for each Lease Year thereafter during the
Term, is a sum equalling the product obtained by multiplying (i) the Net
Component for the immediately preceding Lease Year by (ii) a fraction, whose
numerator is the total of (x) the Consumer Price Index for Urban Wage Earners
and Clerical Workers Revised (1982-84=100), Metropolitan Washington, D.C.
Index, published by the Bureau of Labor Statistics of the United States
Department of Labor ("Consumer Price Index") for the calendar month containing
the Commencement Date ("Initial Consumer Price Index") plus (y) thirty percent
(30%) of the amount by which the Consumer Price Index for the calendar month
immediately preceding that during which such Lease Year commences ("Lease Year
Consumer Price Index") exceeds the Initial Consumer Price Index and whose
denominator is the Initial Consumer Price Index. In each case, if the Consumer
Price Index is not so published for such calendar month, then the Consumer
Price Index for the most recent calendar month or other period for which it is
so published; provided, that if the Lease Year Consumer Price Index has not
been published by the date on which the first installment of the Base Rent
accrues for such Lease Year, then until such Consumer Price Index is published
for such calendar month, Tenant shall pay on
5
8
account of the Net Component for the calendar month immediately preceding that
during which the Lease Year commenced, and shall thereafter pay to Landlord,
promptly upon written demand by Landlord after such Consumer Price Index is so
published, the amount, if any, by which the installments of the Base Rent for
such Lease Year, when calculated by reference to such published Consumer Price
Index, exceeds the aggregate amount of such installments theretofore paid
during such Lease Year; provided, however, that the Net Component shall not
increase by more than three percent (3%) from any Lease Year to the next; and
(ii) Costs Component. An amount ("Costs
Component") representing the portion of Annual Operating Costs attributable to
the Premises, as further defined and described in subsection 2.2. The initial
Costs Components (based on Landlord's estimate on the date hereof of the cost
during the current calendar year of providing to or for the benefit of the
Premises all of the services or other items, the costs of which are included in
the Annual Operating Costs, excluding any of such services or other items to be
provided at Tenant's direct expense under the provisions of Section 6) is the
sum of (i) Six and 80/100 Dollars ($6.80), per square foot in the Premises plus
(ii) if the Term commences on a day other than the first (1st) day of a
calendar month, for the initial Lease Year, one three-hundred sixty-fifth
(1/365) of the Costs Component for each day of such calendar month falling
within the Term (but without impairing Tenant's liability for any Additional
Rent accruing under the provisions of subsection 2.2).
(b) Additional Rent. Additional rent (hereinafter
referred to as "Additional Rent") in the amount of any payment referred to as
such in any provision of this Lease which accrues while this Lease is in effect
(which Additional Rent shall include all charges or amounts which Tenant is
obligated to pay to Landlord under the provisions of this Lease, other than the
Base Rent).
(c) Lease Year. As used in the provisions of this Lease,
the term "Lease Year" means (i) the period commencing on the Commencement Date
and terminating on the first (1st) anniversary of the last day of the calendar
month containing the Commencement Date, and (ii) each successive period of
twelve (12) calendar months thereafter during the Term.
(d) Tenant Concessions Payment. "Tenant Concessions"
shall mean the total value of any rent abatement and any other payments to or
for the account of Tenant in connection with, or for the purpose of inducing
the entry by Tenant into this Lease. For purposes of this paragraph, Tenant
Concessions shall be amortized over the Term in equal monthly amounts. In the
event of an early termination of this Lease for any reason (including,
6
9
without limitation, a termination if an Event of Default by Tenant occurs),
Tenant shall pay to Landlord the unamortized portion of the total value of
Tenant Concessions ("unamortized Tenant Concessions"). The unamortized Tenant
Concessions shall be the amount of Tenant Concessions so remaining at the time
of any such termination of this Lease.
(e) Rent Abatement. Notwithstanding any provision herein
to the contrary, Tenant's obligation to pay Base Rent with respect to the
Second Floor Expansion Space shall not commence until the date that is eighteen
(18) months after the Commencement Date for the Second Floor Expansion Space.
During such eighteen (18) month period, Tenant shall be obligated to pay Base
Rent with respect to all other space in the Premises as to which the
Commencement Date has occurred; provided, however, that in the event that the
Commencement Date for the Third Floor Expansion space occurs after February 1,
1992, a portion of Tenant's Base Rent shall be abated for the period from
February 1, 1992 until such Commencement Date occurs at the rate of Eight
Thousand and 00/100 Dollars ($8,000.00) per calendar month (which amount shall
be pro-rated for any partial month(s) and shall be credited by Landlord against
the Base Rent due for such month(s) under the Prior Leases). Notwithstanding
anything herein to the contrary, Tenant's obligation to pay Base Rent shall
commence with respect to the Financial Planning Space, the Existing third Floor
Space, the Third Floor Expansion Space and the Existing Second Floor Space on
the Commencement Date with respect to each such space.
2.2 Annual Operating Costs.
(a) Definition. As used herein, the term "Annual
Operating Costs" means the actual costs incurred by Landlord in operating and
maintaining the Property during each calendar year falling wholly or partially
within the Term. Such costs shall include, by way of example rather than of
limitation, (i) real property, front-foot benefit, other metropolitan district
or any other similar taxes or assessments (whether regular or special) levied
against any and all of the Property; (ii) charges or fees for, and taxes on,
the furnishing of water, sewer service, gas, fuel, electricity or other utility
services to the Property; (iii) costs of providing elevator, janitorial and
trash removal service, and of maintaining grounds, common areas and mechanical
systems of buildings; (iv) all other costs of maintaining, repairing or
replacing any or all of the Building or the rest of the Property (including, by
way of example rather than limitation, (1) the cost amortized in such calendar
year of capital improvements which are made by Landlord in its reasonable
judgment in order to reduce any of the costs of operating and maintaining the
Building, or to cause any or all of the Property to comply with any applicable
law or regulation which was not
7
10
applicable to the same at the entry into this Lease by the parties hereto,
which cost shall be amortized over a period selected by Landlord in its
reasonable judgment, plus (2) interest on the unamortized balance of such costs
calculated at the rate actually paid by Landlord on debt incurred for such
capital improvements or if Landlord has not borrowed money for such
improvements at the rate which would be paid by Landlord on debt incurred for
working capital purposes); (v) charges or fees for any necessary governmental
permits; (vi) management fees, overhead and expenses; (vii) premiums for
hazard, liability, workmen's compensation, or similar insurance upon any or all
of the Property; (viii) costs arising under service contracts with independent
contractors; (ix) costs of any services not provided by Landlord to the
Property on the date hereof but hereafter provided by Landlord in its prudent
management of the Property; and (x) the cost of any other items which, under
generally accepted accounting principles consistently applied from year to year
with respect to the Property, constitute operating or maintenance costs
attributable to any or all of the Property. Such costs shall not include (i)
the expense of principal and interest payments made by Landlord pursuant to the
provisions of any mortgage or deed of trust covering the Property; (ii) any
deduction for depreciation of the Property taken on Landlord's income tax
returns; or (iii) subject to subsection (iv) of the preceding sentence, the
cost of capital improvements made to the Property if and to the extent not
taken as a deduction on Landlord's federal income tax returns.
(b) Computation. After the end of each calendar year
during the Term, Landlord shall compute the total of the Annual Operating Costs
incurred for all of the Property during such calendar year, and shall allocate
them to the net rentable space within the Property by dividing such Annual
Operating Costs by the aggregate square footage of all of the net rentable
space within the Property, thereby deriving the cost of such categories of
services and items per square foot of such net rentable space; provided, that
anything contained in the foregoing provisions of this subsection 2.2 to the
contrary notwithstanding, wherever Tenant and/or any other tenant of space
within the Property has agreed in its lease or otherwise to provide any item of
such services partially or entirely at its own expense, or wherever in
Landlord's sole but reasonable judgment any such significant item of expense is
not incurred with respect to or for the benefit of all of the net rentable
space within the Property, in allocating the Annual Operating Costs pursuant to
the foregoing provisions of this subsection Landlord shall make an appropriate
adjustment, using generally acceptable accounting principles so as to avoid
allocating to Tenant or to such other tenant (as the case may be), those Annual
Operating Costs covering such services already being provided by Tenant or by
such other tenant at its own expense, or to avoid allocating to all of the net
rentable space
8
11
within the Property those Annual Operating Costs incurred only with respect to
a portion thereof.
(c) Payment As Additional Rent. Tenant shall, within
fifteen (15) days after demand therefor by Landlord (with respect to each
calendar year during the Term), pay to Landlord as Additional Rent the amount
by which (i) the product obtained by multiplying (A) the rentable area of the
Premises in square feet (as set forth hereinabove) by (B) the amount of the
Annual Operating Costs per square foot of rentable area or Costs Component for
the preceding Lease Year for such calendar year (as derived under the
provisions of subsection 2.2(b)) exceeds (ii) the Costs Component of the Base
Rent. This subsection survives the termination or expiration of the Lease.
(d) Proration. If only part of any calendar year falls
within the Term, the amount computed as Additional Rent with respect to such
calendar year under the foregoing provisions of this subsection shall be
pro-rated in proportion to the portion of such calendar year falling within the
Term (but the expiration of the Term before the end of such calendar year shall
not impair Tenant's obligation hereunder to pay such pro-rated portion of such
Additional Rent with respect to that portion of such year falling within the
Term, which shall be paid on demand, as aforesaid).
(e) Landlord's Right to Estimate. Anything contained in
the foregoing provisions of this subsection to the contrary notwithstanding,
Landlord may, at its discretion, (a) make from time to time during the Term a
reasonable estimate of the Additional Rent which may become due under the
provisions of this Lease with respect to any calendar year, (b) require Tenant
to pay to Landlord with respect to each calendar month during such year
one-twelfth (1/12) of such Additional Rent, at the time and in the manner that
Tenant is required hereunder to pay the monthly installment of the Base Rent
for such month, and (c) at Landlord's reasonable discretion, increase or
decrease from time to time during such calendar year the amount initially so
estimated for such calendar year, all by giving Tenant written notice thereof.
In such event, Landlord shall cause the actual amount of Additional Rent to be
computed and certified to Tenant within 120 days after the end of such calendar
year, and Tenant or Landlord, as the case may be, shall promptly thereafter pay
to the other the amount of any deficiency or overpayment therein, as the case
may be. This subsection survives termination or expiration of this Lease.
2.3 When Due and Payable.
(a) The Base Rent for any Lease Year shall be due and
payable in twelve (12) consecutive, equal monthly installments,
9
12
in advance, on the first (1st) day of each calendar month during such Lease
Year; provided, that the installment of the Base Rent payable for the first
full calendar month of the Term (and, if the Term commences on a day other than
the first (1st) day of a calendar month, that portion of the Base Rent which is
payable for such month) shall be due and payable on the full execution and
delivery of this Lease.
(b) Any Additional Rent accruing to Landlord under any
provision of this Lease shall, except as is otherwise set forth herein, be due
and payable when the installment of the Base Rent next falling due after such
Additional Rent accrues becomes due and payable, unless Landlord makes written
demand upon Tenant for payment thereof at any earlier time, in which event such
Additional Rent shall be due and payable at such time.
(c) Each such payment shall be made promptly when due,
without any deduction or setoff whatsoever, and without demand, failing which
Tenant shall pay to Landlord on demand as Additional Rent, a late payment
service charge (to cover Landlord's administrative and overhead expenses of
processing late payment) equal to the greater of $100.00 or 5% of such unpaid
sum for each and every calendar month or part thereof after the due date that
such sum has not been paid to Landlord. Such payment shall be deemed
liquidated damages and not a penalty, but shall not excuse the untimely payment
of Rent or Additional Rent.
2.4 Where and How Payable. Tenant shall pay the Rent, in lawful
currency of the United States of America, to Landlord by delivering or mailing
it (postage prepaid) to Landlord's address which is set forth hereinabove, or
to such other address or in such other manner as Landlord from time to time
specifies by written notice to Tenant. Any payment made by Tenant to Landlord
on account of Rent may be credited by Landlord to the payment of any Rent when
past due before being credited to Rent currently falling due. Any such payment
which is less than the amount of Rent then due shall constitute a payment made
on account thereof, the parties hereto hereby agreeing that Landlord's
acceptance of such payment (whether or not with or accompanied by an
endorsement or statement that such lesser amount or Landlord's acceptance
thereof constitutes payment in full of the amount of Rent then due) shall not
alter or impair Landlord's rights hereunder to be paid all of such amount then
due, or in any other respect.
2.5 Tax on Lease. If federal, state or local law now or hereafter
imposes any tax, assessment, levy or other charge (other than any income tax)
directly or indirectly upon (a) Landlord with respect to this Lease or the
value thereof, (b) Tenant's use or occupancy of the Premises, (c) the Base
Rent,
10
13
Additional Rent or any other sum payable under this Lease, or (d) this
transaction, except if and to the extent that such tax, assessment, levy or
other charge is included in the Annual Operating Costs, Tenant shall pay the
amount thereof as Additional Rent to Landlord upon demand, unless Tenant is
prohibited by law from doing so, in which event Landlord may, at its election,
terminate this Lease by giving written notice thereof to Tenant.
2.6 Security Deposit.
(a) Prior to the execution and delivery of this Lease by
the parties hereto, Tenant has deposited with Landlord the sum of Eighteen
Thousand Seven Hundred Fifty and 00/100 Dollars ($18,750.00) ("Security
Deposit"), which shall be retained by Landlord as security for Tenant's payment
of the Rent, and its performance of all of its other obligations under the
provisions of this Lease. The Security Deposit shall not bear interest while
being held by Landlord. Tenant shall not use the Security Deposit for the
payment of the last month's installment (or any other installment) of Rent. If
at anytime and from time to time, the Security Deposit is applied or retained
by Landlord as described in subsection 3.5 (b) and this Lease shall not have
been or thereafter be terminated by Landlord, Tenant shall replenish and
restore the Security Deposit to the original amount specified above, promptly
upon request by Landlord.
(b) In addition to the provisions of subsection 8.3,
Landlord shall have the right:
(i) to apply any and all of the Security Deposit
in payment of (A) any Rent for the payment of which an Event of Default has
occurred, (B) any expense incurred by Landlord in curing any Event of Defau1t,
and/or (C) any damages incurred by Landlord by reason of any Event of Default
(including, by way of example rather than of limitation, the expense of
reasonable attorney's fees); or
(ii) to retain any or all of the Security Deposit
in liquidation of any or all damages suffered by Landlord by reason of such
Event of Default.
(c) Notwithstanding anything in the foregoing to the
contrary, provided no Event of Default shall have occurred and then be
continuing and no event or condition shall have occurred which with notice
and/or time would constitute an Event of Default hereunder on the first
anniversary of the Commencement Date for the Third Floor Expansion Space, any
of the Security Deposit which is not so paid or retained shall be returned to
Tenant within thirty (30) days after such anniversary date.
11
14
Section 3. Use of Premises.
3.1 Tenant shall, continuously and without interruption throughout
the Term, occupy and use the Premises for, and only for, general office
purposes, subject to and in accordance with all applicable zoning and other
governmental regulations.
3.2 Tenant will not, and will not permit its employees, agents,
contractors, guests or invitees to obstruct or interfere with the rights of
other tenants, or in any other way injure or annoy them or those having
business with them, or conflict with them, or conflict with the fire laws or
regulations now existing or subsequently enacted or established by the local,
state or federal governments. Nor will Tenant use or permit the Premises, or
any part thereof, to be used for any disorderly, unlawful or hazardous purpose,
and will not manufacture any commodity therein, without the prior written
consent of Landlord.
3.3 License.
3.3.1 Landlord hereby grants to Tenant a non-exclusive
license to use (and to permit its officers, directors, agents, employees and
invitees to use in the course of conducting business at the Premises),
throughout the Term,
(a) any and all elevators, common stairways, lobbies,
common hallways and other portions of the Building which, by their nature, are
manifestly designed and intended for common use by the occupants of the
Building, for pedestrian ingress and egress to and from the Premises and for
any other such manifest purposes; and
(b) any and all portions of the Property on which the
Building is located (excluding that portion thereof which is improved by any
other building) which, by their nature, are manifestly designed and intended
for common use by the occupants of the Building and of any other improvements
on such Property, for pedestrian ingress and egress to and from the Premises
and for any other such manifest purposes; and
(c) any and all portions of the Property as from time to
time are designated (by striping or otherwise) by Landlord for such purpose,
for the parking of automobiles.
3.3.2 Such license shall be exercised in common with the exercise
thereof by Landlord, any tenant or owner of the building or any other building
located on the Property, and their respective officers, directors, agents,
employees and invitees, and in accordance with the Rules and Regulations
promulgated from time to time pursuant to the provisions of Section 11.
12
15
Section 4. Insurance and Indemnification.
4.1 Increase In Risk. Tenant
(a) shall not do or permit to be done any act or thing as
a result of which either (i) any policy of insurance of any kind covering any
or all of the Property or any liability of Landlord in connection therewith may
become void and suspended, or (ii) the insurance risk under any such policy
would (in the opinion of the insurer thereunder) be made greater; and
(b) shall pay as Additional Rent the amount of any
increase in any premium for such insurance resulting from any breach of the
covenant in this subsection 4.1.
4.2 Insurance To Be Maintained by Tenant. Tenant shall maintain
at its expense, throughout the Term, insurance against loss or liability in
connection with bodily injury, death, property damage and destruction,
occurring within the Premises or arising out of the use thereof by Tenant or
its agents, employees, officers or invitees, visitors and guests under one or
more policies of general public liability insurance having such limits as to
each as are reasonably required by Landlord from time to time, but in any event
not less than (a) One Million and no/100 Dollars ($1,000,000.00) for injury to
or death of any one or more persons during any one occurrence, and (b) Two
Million and no/00 Dollars ($2,000,000.00) for property damage or destruction
during any one occurrence. Such policies shall name Landlord and Tenant (and,
at Landlord's request, any Mortgagee) as the insured parties, shall provide
that they shall not be cancelable or materially altered without at least thirty
(30) days' prior written notice to Landlord (and, at Landlord's request, any
such Mortgagee), and shall be issued by insurers of recognized responsibility
licensed to do business in the Commonwealth of Virginia.
4.3 Insurance To Be Maintained by Landlord. Landlord shall
maintain throughout the Term all-risk or fire and extended coverage insurance
upon the Building in such minimum amounts and having such forms of coverage as
are required from time to time by Landlord's lender. The cost of premiums for
such insurance and of each endorsement thereto shall be deemed, for purposes of
Section 2, to be part of the cost of operating and maintaining the Property.
4.4 Waiver of Subrogation. If either party hereto is paid any
proceeds under any policy of insurance naming such party as an insured, on
account of any loss, damage or liability, then such party hereby releases the
other party hereto, to and only to the extent of the amount of such proceeds,
from any and all liability for such loss, damage or liability, notwithstanding
13
16
that such loss, damage or liability may arise out of the negligent or
intentionally tortious act or omission of the other party, its agents or
employees, invitees, visitors or guests; provided, that such release shall be
effective only with respect to loss or damage occurring during such time as the
appropriate policy of insurance of the releasing party provides that such
release shall not impair the effectiveness of such policy or the insured's
ability to recover thereunder. Each party hereto shall use reasonable efforts
to have a clause to such effect included in its said policies, and shall
promptly notify the other in writing if such clause cannot be included in any
such policy, in which event neither party hereto shall be required to have its
said insurance policies contain such a clause and the provisions of this
subsection 4.4 shall be of no further force or effect.
4.5 Liability of Parties. Except if and to the extent that such
party is released from liability to the other party hereto pursuant to the
provisions of subsection 4.4,
(a) Landlord (i) shall be responsible for, and shall
indemnify and hold harmless Tenant against and from any and all liability
arising out of, any injury to or death of any person or damage to any property,
occurring anywhere upon the Property, if, only if, and to the extent that such
injury, death or damage is proximately caused by the gross negligence of or
intentionally tortious act or omission of Landlord or its agents, officers or
employees, but (ii) shall not be responsible for or be obligated to indemnify or
hold harmless Tenant against or from any liability for any such injury, death or
damage occurring anywhere upon the Property (including the Premises), by reason
of Tenant's occupancy or use of the Premises or any other portion of the
Property, or because of fire, windstorm, act of God or other cause unless
proximately caused by such gross negligence or intentionally tortious act or
omission, as aforesaid; and
(b) subject to the operation and effect of the foregoing
provisions of this subsection, Tenant shall be responsible for, and shall
indemnify and hold harmless Landlord against and from, any and all liability
arising out of any injury to or death of any person or damage to any property,
occurring within the Premises.
Section 5. Improvements to Premises.
5.1 Upon Delivery of Premises.
(a) Landlord's Obligations. At Landlord's sole cost and
expense, Landlord shall construct building-standard improvements to the
Premises (the "Tenant Improvements") substantially in accordance with
architectural drawings to be prepared by The M Group and mutually agreed to by
Landlord and
14
17
Tenant. Tenant will cause The M Group to commence work on such drawings
promptly after the execution of this Lease, and once such drawings are so
prepared and finally agreed to by Landlord and Tenant, they shall be attached
to this Lease as Exhibit C. Provided the final drawings are completed by
December 31, 1991, Landlord agrees to complete construction of Tenant
Improvements to all space which is then either occupied by Tenant or vacant,
not later than April 1, 1992. With respect to any space which may be occupied
by someone other than Tenant at the time of completion of the final drawings,
Landlord agrees to commence construction of Tenant Improvements with respect to
such space within two (2) weeks after the date that the current occupant
vacates the space and to complete construction of such Tenant Improvements by
the later of April 1, 1992 or the date which is eight (8) weeks after
commencement of construction.
(b) Cash Allowance. Landlord shall provide Tenant with a
cash allowance of Forty-Five Thousand and 00/100 Dollars ($45,000.00) (the
"Cash Allowance"). In the event that Tenant desires Landlord to construct
improvements to the Premises in addition to the building-standard improvements
described on Exhibit C (the "Construction Upgrades"), Landlord agrees to
construct the same at its sole cost and expense, provided the cost of the
Construction Upgrades does not exceed the Cash Allowance. In the event that
the estimated cost of the Construction Upgrades exceeds the Cash Allowance,
Landlord shall be obligated to construct the Construction Upgrades only if
Landlord and Tenant agree upon suitable arrangements for Tenant to pay such
excess to Landlord. In the event that the cost of the Construction Upgrades is
less than the Cash Allowance (as certified by Landlord to Tenant upon
completion of Tenant Improvements and the Construction Upgrades), the balance
of the Cash Allowance shall be credited by Landlord against the next due
installment(s) of Base Rent until the Cash Allowance is depleted.
5.2 Landlord's Obligation to Repaint. Provided no Event of
Default has occurred and is then continuing and no event or condition exists
which with notice and/or time would constitute an Event of Default hereunder,
Landlord agrees that promptly upon Tenant's request [which request shall be
made by Tenant within one (1) month after the third anniversary of the
Commencement Date with respect to the Third Floor Expansion Space], Landlord
shall repaint the Premises for Tenant at Landlord's sole cost and expense.
5.3 By Tenant. Tenant shall not make or permit to be made any
alteration, addition or improvement to the Premises without first obtaining
Landlord's written consent thereto (which, in the case of non-structural
alterations, additions and improvements only, shall not be unreasonably
withheld), which consent may be conditioned as Landlord in its discretion deems
necessary or
15
18
appropriate, including without limitation requesting Tenant to submit
information concerning Tenant's contractor and approving same and requiring
Tenant to provide appropriate insurance (including builders risk on an Inland
Marine form) naming Landlord as an insured thereunder. If Landlord consents to
any such proposed alteration, addition or improvement, it shall be made at
Tenant's sole expense (and Tenant shall hold Landlord harmless from any cost
incurred on account thereof), and at such time and in such manner as not
unreasonably to interfere with the use and enjoyment of the remainder of the
Property by any tenant thereof or any other person. Tenant shall indemnify and
hold harmless Landlord from and against any and all costs, damages, liability,
claim of liability, or expense (including, without limitation, reasonable
attorney's fees) incurred by Landlord, caused by, arising out of, or related to
Tenant's alterations, additions, or improvements and the making thereof
(whether or not consented to as herein required).
5.4 Mechanics's Liens; Indemnification. Tenant shall:
(a) bond or cause to be removed any mechanic's,
materialman's or other lien filed or claimed against any or all of the
Premises, the Property, or any other property owned or leased by Landlord, by
reason of labor or materials provided for or at the request of Tenant or any of
its contractors or subcontractors (other than labor or materials provided by
Landlord pursuant to the provisions of subsection 5.1), or otherwise arising
out of Tenant's use or occupancy of the Premises or any other portion of the
Property, and
(b) defend, indemnify and hold harmless Landlord against
and from any and all liability, claim of liability, damage or expense
(including, by way of example rather than of limitation, that of reasonable
attorney's fees) incurred by Landlord on account of any such lien or claim.
5.5 Fixtures. Any and all improvements, repairs, alterations and
all other property attached to, used in connection with, or otherwise installed
within the Premises by Landlord or Tenant shall immediately on the completion
of their installation, become Landlord's property without payment therefor by
Landlord, except that any machinery, equipment or fixtures installed by Tenant
and used in the conduct of Tenant's trade or business (rather than to service
the Premises or any of the remainder of the Building or the Property generally)
shall remain Tenant's property, and shall be removed by Tenant, at Tenant's
expense, at the end of the Term (and any damage to the Premises caused by such
removal shall be repaired at Tenant's expense).
16
19
Section 6. Maintenance and Services.
6.1 Ordinary Services. Landlord shall furnish the Premises with
(a) electricity suitable for general office use, (b) heating and air
conditioning for the comfortable use and occupancy of the Premises between 8:00
A.M. and 7:00 P.M., Monday through Friday, and 8:00 A.M. and 1:00 P.M on
Saturday (in each case, except for legal holidays) of each week during the
Term, (c) janitorial service, and (d) trash removal from the Premises. Such
services shall be furnished at Landlord's expense (subject to the operation and
effect of the provisions of Section 2.2). For purposes hereof, "legal holidays"
shall mean the days on which the following holidays are observed in the
Commonwealth of Virginia:
New Year's Day
Washington-Lincoln Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
6.2 Extraordinarv Services. If Tenant
(a) requires electrical current or installs electrical
equipment (including, by way of example rather than of limitation, any
electrical heating or refrigeration equipment, electronic data processing
machine, punch-card machine, or machinery or equipment using current in excess
of 110 volts which in any way increases the amount of electricity which would
normally be consumed upon the Premises when used for general office space), or
(b) intends to use the Premises in such a manner that the
services to be furnished by Landlord hereunder would be required during periods
other than or in addition to the business hours specified in subsection 6.1,
then in either case Tenant shall not do so without first obtaining Landlord's
written approval thereof, and shall pay periodically as Additional Rent the
additional direct expense resulting therefrom, including that resulting from
any installation of such equipment. Landlord's standard charges for services
during non-business hours (which standard charges are subject to change without
prior notice to Tenant) are currently $30.00 per unit per hour each for heat or
air conditioning. Notwithstanding the foregoing, Landlord agrees to provide
heat or air conditioning services to Tenant on any of the legal holidays listed
in Section 6.1 at Landlord's actual cost for such services. Landlord's actual
cost for such services during non-business hours (which actual cost is subject
to change
17
20
without prior notice to Tenant) is currently $15.00 per unit per hour each for
heat or air conditioning.
6.3 Interruption. Landlord shall not be liable to Tenant for any
failure, modification or interruption of any service which either (a) arises
out of (i) strike, lock-out or other labor troubles, (ii) government
restrictions or limitations, (iii)-failure or shortage of electrical power,
gas, water, fuel oil, or other utility or service, (iv) riot, war, insurrection
or other national or local emergency, (v) accident, flood, fire or other
casualty, (vi) adverse weather conditions, (vii) other act of God, or (viii)
other causes similar or dissimilar to any of the foregoing and beyond
Landlord's reasonable control or (b) is required by applicable law (including,
by way of example rather than of limitation, any federal law or regulation
relating to the furnishing or consumption of energy or the temperature of
buildings).
6.4 Maintenance by Tenant. Tenant shall maintain the
nonstructural parts of the interior of the Premises in good repair and
condition, damage by causes reasonably beyond Tenant's control and ordinary
wear and tear excepted.
6.5 Maintenance by Landlord. Landlord shall furnish, supply and
maintain in good order and repair (a) the roof, the structure and the remainder
of the exterior of the Building, and (b) any and all hallways, stairways,
lobbies, elevators, heating and air conditioning facilities, electrical,
sanitary sewer and water lines and facilities, restroom facilities, grounds and
parking areas (including the removal of snow from such sidewalks and parking
areas) and other common areas, all if located within the Building or the rest
of the Property but not within the Premises, all at Landlord's expense except
as is set forth and subject to the provisions of Section 2 or any other
provision of this Lease.
Section 7. Landlord's Right of Entry. Landlord and its agents shall
be entitled to enter the Premises at any reasonable time: (a) to inspect the
Premises, (b) to exhibit the Premises to any existing or prospective purchaser
or Mortgagee thereof or any prospective tenant thereof, (c) to make any
alteration, improvement or repair to the Building or the Premises, or (d) - for
any other purpose relating to the operation or maintenance of the Property;
provided, that Landlord shall (i) (unless doing so is impractical or
unreasonable because of emergency) give Tenant at least twenty-four (24) hours
prior notice of its intention to enter the Premises, and (ii) use reasonable
efforts to avoid interfering any more than is reasonably necessary with
Tenant's use and enjoyment thereof.
18
21
Section 8. Fire and Other Casualties.
8.1 General. If the Premises are damaged by fire or any other
casualty during the Term:
(a) Landlord shall restore the Premises with reasonable
promptness (taking into account the time required by Landlord to effect a
settlement with, and to procure any insurance proceeds from, any insurer
against such casualty, but in any event within one hundred eighty (180) days
after the date of such casualty) to substantially their condition immediately
prior to such casualty, and may temporarily enter and possess any or all of the
Premises for such purpose (provided, that Landlord shall not be obligated to
repair, restore or replace any fixture, improvement, alteration, furniture or
other property owned, installed or made by Tenant) but
(b) the times f or commencement and completion of any
such restoration shall be extended for the period (not longer than sixty (60)
days) of any delay occasioned by Landlord in doing so arising out of any of the
causes enumerated in the provisions of subsection 6.3. If Landlord undertakes
to restore the Premises and such restoration is not accomplished within the
said period of one hundred eighty (180) days plus the period of any extension
thereof, as aforesaid, Tenant may terminate this Lease by giving written notice
thereof to Landlord within thirty (30) days after the expiration of such
period, as so extended;
(c) for so long as Tenant is deprived of the use of any
or all of the Premises on account of such casualty, the Base Rent and any
Additional Rent payable under the provisions of subsection 2.2 shall be
abated in proportion to the number of square feet of the Premises rendered
substantially unfit for occupancy by such casualty, unless, because of any such
damage, the undamaged portion of the Premises is made materially unsuitable for
use by Tenant for the purposes set forth in the provisions of Section 3, in
which event the Base Rent and any such Additional Rent shall be abated entirely
during such period of deprivation; and
(d) Landlord shall have no liability to Tenant on account
of any (a) interruption of Tenant's business upon the Premises, (b) diminution
in Tenant's ability to use the Premises, or (c) other injury or damage
sustained by Tenant as a result of a casualty.
8.2 Substantial Destruction. Anything contained in the foregoing
provisions of this Section to the contrary notwithstanding,
19
22
(a) if during the Term the Building is so damaged by
fire or any other casualty that (i) either the Premises or (whether or
not the Premises are damaged) the Building is rendered substantially unfit for
occupancy, as reasonably determined by Landlord, or (ii) the Building is damaged
to the extent that Landlord reasonably elects to demolish, abandon or otherwise
not to restore the Building, then, in either case, Landlord may elect to
terminate this Lease as of the date of occurrence of such damage, by giving
written notice thereof to Tenant within ninety (90) days after such date; and
(b) in such event, (i) Tenant shall pay to Landlord the
Base Rent and any Additional Rent (apportioned, where applicable) to the time
of such termination, (ii) Landlord shall repay to Tenant any and all prepaid
Rent for periods beyond such termination, and (iii) Landlord may enter upon and
repossess the Premises without further notice.
8.3 Tenant's Negligence. Anything contained in any provision of
this Lease to the contrary notwithstanding, if any damage to the Premises, the
Building and/or the Property is caused by or results from the negligent or
intentionally tortious act or omission of Tenant, those claiming under Tenant
or any of their respective officers, employees, agents or invitees,
(a) the Rent shall not be suspended or apportioned as
aforesaid, and
(b) except if and to the extent that Tenant is released
from liability therefor pursuant to the provisions of subsection 4.4, Tenant
shall pay to Landlord upon demand, as Additional Rent, the cost of (i) any
repairs and restoration made or to be made as a result of such damage, or (ii)
(if Landlord elects not to restore the Building) any damage, expense or loss
which Landlord may incur as a result of such damage.
Section 9. Condemnation.
9.1 Right to Award.
(a) If any or all of the Premises are taken by the
exercise of any power or eminent domain or are conveyed to or at the direction
of any governmental entity under a threat of any such taking (each of which is
hereinafter referred to as a "Condemnation"), Landlord shall be entitled to
collect from the condemning authority thereunder the entire amount of any award
made in any such proceeding or as consideration for such deed, without
deduction therefrom for any leasehold or other estate held by Tenant by virtue
of this Lease.
20
23
(b) Tenant hereby (i) assigns to Landlord all of Tenant's
right, title and interest, if any, in and to any such award; (ii) waives any
right which it may otherwise have in connection with such condemnation, against
Landlord or such condemning authority, to any payment for (A) the value of the
then unexpired portion of the Term, (B) leasehold damages, and (C) any damage
to or diminution of the value of Tenant's leasehold interest hereunder or any
portion of the Premises not covered by such Condemnation; and (iii) agrees to
execute any and all further documents which may be required in order to
facilitate Landlord's collection of any and all such awards.
(c) Subject to the operation and effect of the foregoing
provisions of this Section, Tenant may seek, in a separate proceeding, a
separate award on account of any damages or costs incurred by Tenant as a
result of such Condemnation, so long as such separate award in no way
diminishes any award or payment which Landlord would otherwise receive as a
result of such Condemnation.
9.2 Effect of Condemnation.
(a) If (i) all of the Premises are covered by a
Condemnation, or (ii) if any part of the Premises is covered by a Condemnation
and the remainder thereof is insufficient for the reasonable operation therein
of Tenant's business, or (iii) if in Landlord's reasonable opinion, it would be
impractical to restore the remainder thereof, then in any such event, the Term
shall terminate on the date upon which possession of so much of the Premises or
the Building, as the case may be, as is covered by such Condemnation is taken
by the condemning authority thereunder, and all Rent and other charges-payable
hereunder shall be prorated and paid to such date.
(b) If there is a Condemnation and the Term does not
terminate pursuant to the foregoing provisions of this subsection, the
operation and effect of this Lease shall be unaffected by such Condemnation,
except that the Base Rent and the Additional Rent payable under the provisions
of subsection 2.2 shall be reduced proportionate to the amount of rentable
area, if any, of the Premises covered by such Condemnation.
9.3 If there is a Condemnation, Landlord shall have no liability
to Tenant on account of any (a) interruption of Tenant's business upon the
Premises, (b) diminution in Tenant's ability to use the Premises, or (c) other
injury or damage sustained by Tenant as a result of such Condemnation.
9.4 Except for any separate proceeding brought by Tenant under the
provisions of subsection 9.1(c), Landlord shall be entitled to conduct any such
Condemnation proceeding and any
21
24
settlement thereof free of interference from Tenant, and Tenant hereby waives
any right which it might otherwise have to participate therein.
Section 10. Assignment and Subletting.
10.1 Tenant acknowledges that Landlord has entered into this Lease
because of Tenant's financial strength, goodwill, ability and expertise and
that accordingly, this Lease is one which is personal to Tenant, and Tenant
agrees for itself and its successors and assigns in interest hereunder that it
will not (a) assign any of its rights under this Lease, or (b) make or permit
any total or partial sale, lease, sublease, assignment, conveyance, license,
mortgage, pledge, encumbrance or other transfer of any or all of the Premises
or the occupancy or use thereof voluntarily or involuntarily (including, by way
of example rather than of limitation, any sale at foreclosure or by the
execution of any judgment, of any or all of Tenant's rights hereunder) (each of
which is hereinafter sometimes referred to as a "Transfer"), without first
obtaining Landlord's written consent thereto, which consent shall not be
unreasonably withheld, conditioned or delayed by Landlord. If such consent is
given, it shall not constitute a consent to any subsequent such Transfer,
whether by the person hereinabove named as the "Tenant" or by any such
transferee. If Tenant proposes to make a Transfer, Tenant shall notify
Landlord, in writing, of the proposed Transfer, at least ninety (90) days prior
to the effective date of such proposed Transfer. The notice must include a
copy of the proposed Transfer documents and an audited copy of the proposed
transferee's most recent financial statement, prepared by a certified public
accountant; the proposed transferee must have a credit rating satisfactory to
Landlord (in Landlord's sole judgment); and Tenant must not be in default of
this Lease, or have committed two (2) Events of Default hereunder during the
previous twelve (12) months, whether cured or not. Landlord shall be entitled,
at its sole discretion, to condition any such consent upon the entry by such
transferee into an agreement with (and in form and substance satisfactory to)
Landlord, by which it assumes all of Tenant's obligations hereunder. Any
person to whom any Transfer is attempted without such consent shall have no
claim, right or remedy whatsoever hereunder against Landlord, and Landlord
shall have no duty to recognize any person claiming under or through the same.
No Transfer made with or without Landlord's consent shall alter or impair the
obligations hereunder of any person constituting, or liable as a guarantor for
the obligations of, Tenant before such Transfer, or of any other person holding
any interest or obligation hereunder before such Transfer. For purposes of the
foregoing provisions of this subsection, a Transfer, by any person or persons
controlling Tenant on the date hereof, of such control to a person or persons
not controlling Tenant on the date hereof shall be deemed a
22
25
Transfer of this Lease. Landlord shall be entitled to be paid by Tenant any
Profit derived by Tenant from any Transfer, whether or not with Landlord's
consent, as aforesaid. "Profit" is defined to mean excess of the rent and all
other payments received by Tenant (whether or not denominated as Rent,
Additional Rent, or any comparable term) over the Rent plus Additional Rent due
at the time or from time to time due and payable by Tenant to Landlord pursuant
to this Lease.
10.2 Landlord's Right of First Refusal. Landlord shall have the
right, within sixty (60) days after receipt of the notice of the proposed
Transfer from Tenant, to elect (i) to sublet the Premises from Tenant at the
Rent then being paid by Tenant for the Premises under Section 2 hereof (or to
sublet that portion of the Premises which Tenant proposes to sublease with a
proportionate reduction in the Rent), or (ii) to terminate this Lease in its
entirety if Tenant intends to Transfer all, or substantially all of the
Premises or, if Tenant proposes to Transfer a portion of the Premises, to
terminate this Lease only with respect to such portion of the Premises. Upon
exercise by Landlord of either of the options set forth in this subsection,
Tenant shall surrender the Premises or such portion of the Premises, as the
case may be, to Landlord and thereafter the Rent to be paid by Tenant pursuant
to Section 2 above shall be that portion of the total Rent which the amount of
rentable area remaining in the possession of Tenant bears to the total rentable
area of the Premises. In the event that Landlord does not exercise its right
to sublet the Premises, or such portion of the Premises, as the case may be, or
to terminate this Lease, within said sixty (60) day period, Tenant shall have
the right to sublet the Premises or a portion thereof after first obtaining the
written consent of Landlord as provided in subsection 10.1.
10.3 No Waiver or Release. The consent by Landlord to any Transfer
shall not be construed as a waiver or release of Tenant from the terms of any
covenant or obligation under this Lease, nor shall the collection or acceptance
of rent from any transferee constitute a waiver or release of Tenant of any
covenant or obligation contained in this Lease, nor shall any such Transfer be
construed to relieve Tenant from obtaining the consent in writing of Landlord
to any further Transfer. Tenant hereby assigns to Landlord the rent due from
any transferee of Tenant and hereby authorizes each such transferee to pay said
rent directly to Landlord, at Landlord's option, in the event of any default by
Tenant under the terms of this Lease.
10.4 Anything contained in the foregoing provisions of this Section
to the contrary notwithstanding, neither Tenant nor any other person having an
interest in the possession, use or occupancy of the Premises or any other
portion of the Property shall enter into any lease, sublease, license,
concession or
23
26
other agreement for the possession, use or occupancy of space in the Premises
or any other portion of the Property which provides for any rental or other
payment for such use, occupancy or utilization based in whole or in part upon
the net income or profits derived by any person from the space in the Premises
or other portion of the Property so leased, used or occupied (other than any
amount based on a fixed percentage or percentages of receipts or sales).
Section 11. Rules and Regulations. Landlord hereby reserves the right
to prescribe, at its sole discretion, reasonable rules and regulations
(hereinafter referred to as the "Rules and Regulations"), having uniform
applicability to all tenants of the Building and governing the use and
enjoyment of the Building and the remainder of the Property; provided, that the
Rules and Regulations shall not materially interfere with Tenant's use and
enjoyment of the Premises, in accordance with the provisions of this Lease, for
the purposes enumerated in Section 3. Tenant shall adhere to the Rules and
Regulations and shall cause its agents, employees, invitees, visitors and
guests to do so. A copy of the Rules and Regulations in effect on the date
hereof is attached hereto as Exhibit D.
Section 12. Subordination; Attornment and Non-Disturbance.
12.1 Subordination. This Lease shall be subject and subordinate
at all times to the lien of any first mortgage, first deed of trust, ground
lease, and/or other instrument of encumbrance (together with each renewal,
modification, consolidation, replacement or extension thereof, herein referred
to as a "Mortgage") heretofore or hereafter placed by Landlord upon any or all
of the Premises or the remainder of the Property, all automatically and without
the necessity of any further action on the part of Tenant to effectuate such
subordination.
12.2 Attornment and Non-Disturbance. Tenant shall, promptly at the
request of Landlord or the holder of any Mortgage (herein referred to as a
"Mortgagee"), execute, enseal, acknowledge and deliver such further instrument
or instruments,
(a) evidencing such subordination as Landlord or such
Mortgagee deems necessary or desirable, and
(b) (at such Mortgagees request) attorn to such
Mortgagee, provided that such-Mortgagee agrees with Tenant that such Mortgagee
will, in the event of a foreclosure of any such Mortgagee, take no action to
interfere with Tenant's rights hereunder, except on the occurrence of an Event
of Default.
12.3 Mortgage Subordination. Anything contained in the provisions
of this Section to the contrary notwithstanding, any
24
27
Mortgagee may at any time subordinate the lien of its Mortgage to the operation
and effect of this Lease without obtaining Tenant's consent thereto, by giving
Tenant written notice thereof, in which event this Lease shall be deemed to be
senior to such Mortgage without regard to their respective dates of execution,
delivery and/or recordation among the Land Records of Fairfax County, Virginia,
and thereafter such Mortgagee shall have the same rights as to this Lease as it
would have had, were this Lease executed and delivered before the execution and
recordation of such Mortgage.
12.4 Default Notice to Mortgagee. Tenant agrees to give any
mortgagee under any mortgage or beneficiary under any deed of trust affecting
the Premises ("Mortgagee"), by Registered Mail, a copy of any Notice of Default
served upon Landlord, provided that prior to such notice Tenant has been
notified in writing, (by way of Notice of Assignment of Rents and Leases, or
otherwise) of the address of such Mortgagee. Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for in
this Lease, then the Mortgagee shall have an additional sixty (60) days within
which to cure such default or if such default cannot be cured within that time,
then such additional time as may be necessary to cure such default shall be
granted if within such sixty (60) days, any Mortgagee has commenced and is
diligently pursuing the remedies necessary to cure such default, (including but
not limited to commencement of foreclosure proceedings, if necessary to effect
such cure), in which event this Lease shall not be terminated while such
remedies are being so diligently pursued.
Section 13. Estoppel Certificate. Tenant shall from time to time,
within five (5) days after being requested to do so by Landlord or any
Mortgagee, execute, enseal, acknowledge and deliver to Landlord an instrument
in recordable form,
(a) certifying,
(i) that this Lease is unmodified and in full
force and effect (or, if there has been any modification thereof, that it is in
full force and effect as so modified, stating therein the nature of such
modification);
(ii) as to the date on which the Term commenced,
and that Tenant has accepted possession of the Premises, and that any
improvements to the Premises required by the provisions of this Lease to be
made by Landlord have been completed to Tenant"s satisfaction (except as Tenant
may otherwise expressly state in such certificate);
(iii) that Tenant has not made any payment of the
Base Rent, any Additional Rent or any other charge arising under
25
28
the provisions of this Lease in advance of the date on which it becomes due,
except as set forth in subsection 2.3(a) and subsection 2.5, if applicable;
(iv) that, as of the date of such certification,
Tenant has no charge, lien or claim of setoff under the provisions of this
Lease or otherwise, against any Rent or other charge due or hereinafter
becoming due hereunder;
(v) that, to the best of Tenant's knowledge,
information and belief whether Landlord is then in default in the performance
of any of its obligations hereunder (and, if so, specifying the nature of each
such default); and
(vi) as to any other fact or condition reasonably
requested by Landlord, any first Mortgagee, or prospective first Mortgagee or
purchaser of any or all of the Premises, the Property or any interest therein,
or any assignee or prospective assignee of any interest of Landlord under this
Lease; and
(b) acknowledging and agreeing that any statement
contained in any such certificate may be relied upon by Landlord and any such
other person.
Section 14. Parking. During the Term, Tenant shall have the right to
utilize 3.6 non-reserved parking spaces in or on the garage structure for each
1,000 square feet of the Premises then being leased by Tenant in the Building,
as well as thirteen (13) reserved spaces (6 on the outside parking lot in front
of the Building and 7 on parking level "B"), which thirteen (13) spaces shall
be marked "Reserved, Deltek Systems, Inc." All such parking spaces shall be
available to Tenant, its employees and invitees at no additional charge.
Section 15. Access to the Premises--Security System. Tenant shall
have access to the Property, the Building, and the Premises twenty-four (24)
hours a day, seven (7) days a week. Landlord shall install, at its cost, a
card reader security entry system to enable Tenant's employees and staff to
gain entry into the Building during non-business hours while maintaining
security for the Premises. After its initial installation, all maintenance and
repair costs associated with such entry system shall be included in the Annual
Operating Costs of the Building. Not less than one elevator shall remain in
operation for service to the Premises and the remainder of the Building during
non-business hours. For the purposes of the section, the term "non-business
hours" means days and times other than Monday through Friday (except holidays),
8:00 a.m. to 7:00 p.m., and Saturdays (except holidays), 8:00 a.m. to 1:00 p.m.
Landlord reserves the right to charge a reasonable amount for each security
system access card or other device provided to Tenant.
26
29
Section 16. Floor Load -- Heavy Machinery. Tenant shall not place a
load upon any floor of the Premises exceeding a floor load of 100 pounds per
square foot of area. Landlord reserves the right to prescribe the weight and
position of all business machines and mechanical equipment, including safes,
located in the Premises. Business machines and mechanical equipment shall be
placed and maintained by Tenant at Tenant's expense in settings sufficient in
Landlord's reasonable judgment to absorb and prevent vibration, noise and
annoyance. Tenant shall not move any safe, heavy machinery, equipment,
freight, bulky matter or fixtures into or out of the Building without
Landlord's prior written consent, which shall not be unreasonably withheld. If
such safe, machinery, equipment, freight, bulky matter or fixtures require
special handling, Tenant agrees to employ only persons holding a Master
Rigger's License to do said work, and that all work in connection therewith
shall comply with applicable laws and regulations. Any such moving shall be at
the sole risk and hazard of Tenant and Tenant will defend, indemnify and save
Landlord harmless against and from any liability, loss, injury, claim or suit
resulting directly or indirectly from such moving. Proper placement of all
such business machines in the Premises shall be Tenant's responsibility.
Section 17. Fixtures. All fixtures attached to or built into the
Premises prior to or during the Term, whether by Landlord or by Tenant and
whether at the expense of Landlord or Tenant (or both), shall be, and remain,
part of the Premises and shall not be removed by Tenant during or at the end of
the Term unless otherwise expressly provided in this Lease. The term fixture
shall include but not be limited to all plumbing, heating and sprinkling
systems, outlets, vaults, paneling, molding, floors, and ventilating,
air-conditioning and cooling equipment installed in the Premises. If this
Lease shall be terminated by reason of an Event of Default by Tenant, then,
notwithstanding anything to the contrary in this Lease contained, Landlord
shall have a lien against all Tenant's property in the Premises or elsewhere in
the Building at the time of such termination to secure Landlord's rights
hereunder.
Section 18. Signage. Tenant shall not erect or install any signs of
any nature which are visible from the exterior of the Premises, without first
obtaining Landlord's specific written consent, which shall not be unreasonably
withheld, conditioned or delayed. The scope of Landlord's consent includes
without limitation the location, type, kind, character, dimensions, materials,
colors, and all other particulars of each and every sign, and the method of
installation, maintenance, operation and removal of each and every sign. For
all Landlord approved signs, Tenant shall (i) pay all costs associated with the
signs, including without limitation, the costs associated with the
installation, operation, maintenance and removal of the signs,
27
30
(ii) pay the premium of any insurance Landlord may reasonably deem appropriate
and obtain which relates to the signs, (iii) maintain and operate the signs in
a first class manner, (iv) be responsible for the prompt removal of the signs
upon expiration or termination of this Lease, or upon vacatur or abandonment of
the Premises, or upon an Event of Default (in the event Tenant fails to
promptly remove the signs in such cases, Landlord may remove the signs without
liability to Tenant and at the cost of Tenant), and (v) be fully responsible
for, and shall repair all damage caused to the Building by installation,
maintenance, operation and removal of the signs. Landlord hereby consents to
continue to permit to exist Tenant's building signage which exists on the
exterior of the Building as of the date hereof, and to allow Tenant to replace
such existing signage with exterior building signage of the type and size
identical to such existing exterior building signage. Notwithstanding anything
herein to the contrary, all of the signage rights described in this Section 18
shall be personal to Tenant and in the event of any subletting of all or any
portion of the Premises or an assignment or other Transfer of this Lease, the
provisions of this Section 18 shall not convey or be applicable to Tenant's
assignee, sublessee or other transferee.
Section 19. Quiet Enjoyment. Landlord hereby covenants that Tenant,
on paying the Rent and performing the covenants set forth herein, shall
peaceably and quietly hold and enjoy, throughout the Term, (a) the Premises,
and (b) such rights as Tenant may hold hereunder with respect to the remainder
of the Property (including, by way of example rather than of limitation, any
such right to use any parking lot within the Property).
Section 20. Events of Default.
20.1 Definition. As used in the provisions of this Lease, each of
the following events shall constitute, and is hereinafter referred to as, an
"Event of Default":
(a) if Tenant fails to (i) pay the Rent or any other sum
which Tenant is obligated to pay by any provision of this Lease, when and as it
is due and payable hereunder and without demand therefor, (ii) perform any of
its other obligations under the provisions of this Lease or any agreement
referred to herein, or (iii) perform any of its obligations under the
provisions of any other agreement with Landlord; or,
(b) if Tenant (i) applies for or consents to the
appointment of a receiver, trustee or liquidator of Tenant or of all or a
substantial part of its assets, (ii) files a voluntary petition in bankruptcy
or admits in writing its inability to pay its debts as they come due, (iii)
makes an assignment for the benefit of its creditors, (iv) files a petition or
an answer
28
31
seeking a reorganization or an arrangement with creditors, or seeks to take
advantage of any insolvency law, (v) performs any other act of bankruptcy, or
(vi) files an answer admitting the material allegations of a petition filed
against Tenant in any bankruptcy, reorganization or insolvency proceeding; or,
(c) if (i) an order, judgment or decree is entered by any
court of competent jurisdiction adjudicating Tenant as bankrupt or an
insolvent, approving a petition seeking such a reorganization, or appointing a
receiver, trustee or liquidator of Tenant or of all or a substantial part of
its assets, or (ii) there otherwise commences with respect to Tenant or any of
its assets any proceeding under any bankruptcy, reorganization, arrangement,
insolvency, readjustment, receivership or similar law, and if such order,
judgment, decree or proceeding continues unstayed for more than sixty (60)
consecutive days after any stay thereof expires; or,
(d) if Tenant fails to occupy and assume possession of
the Premises within fifteen (15) days after the Commencement Date, or,
(e) if Tenant substantially ceases to conduct its
business at the Premises during normal business hours, for a period of ten (10)
business days or more, without the prior written consent of Landlord.
20.2 Notice to Tenant; Grace Period. Anything contained in the
provisions of this Section to the contrary notwithstanding, on the occurrence
of an Event of Default, which does not involve a payment hereunder or
contemplated hereby, Landlord shall not exercise any right or remedy which it
holds under any provision of this Lease or under applicable law unless and
until:
(a) Landlord has given written notice thereof to Tenant,
and
(b) Tenant has failed within twenty (20) days thereafter
to cure such Event of Default (or, if and only if such Event of Default is not
reasonably curable within such period of twenty (20) days, to proceed within
such period actively, diligently and in good faith to cure such Event of
Default and to continue to do so thereafter until it is fully cured);
provided that no such notice shall be required, and Tenant shall be entitled to
no such grace period, (i) more than twice during any twelve (12) month period,
or (ii) if Tenant has substantially terminated or is in the process of
substantially terminating its continuous occupancy and use of the Premises for
the purpose set f ▇▇▇▇ in Section 3, or (iii) if any Event of Default
enumerated in subsections 20.1(b), 20.1(c), or 20.1(e) has occurred.
29
32
20.3 Landlord's Rights on Event of Default. On the occurrence of
an Event of Default, Landlord may (subject to the operation and effect of the
provisions of subsection 20.2) take any or all of the following actions:
(a) re-enter and repossess the Premises and any and all
improvements thereon and additions thereto;
(b) declare the entire balance of the Rent including
unamortized Tenant Concessions for the remainder of the Term to be due and
payable, and collect such balance in any manner not inconsistent with
applicable law;
(c) terminate this Lease;
(d) enter the Premises and relet the same or any part
thereof without terminating this Lease, as Tenant's agent, in the name of
Landlord, or otherwise, for a term shorter or longer than the balance of the
Term, and may grant tenant concessions (including, without limitation, free
rent), but Tenant shall remain liable for, and covenants and agrees to pay, any
deficiency after Tenant is credited with the rent thereby obtained, less all
repairs and expenses (including, but not limited to, the expenses of obtaining
possession, brokerage expenses, tenant concessions, tenant work modifications,
legal fees and decorating expenses), and less the unamortized Tenant
Concessions, first referred to in subsection 2.1(d) hereof which shall be due
and payable immediately upon Tenant vacating or abandoning the Premises. Any
deficiency shall become due and payable monthly, as it is determined. Landlord
shall have no obligation to relet the Premises, and its failure to do so, or
failure to collect rent on reletting, shall not affect Tenant's liability
hereunder. In no event shall Tenant be entitled to a credit or repayment for
income from reletting which is payable by Tenant hereunder or which covers a
period after the original term of this Lease. Tenant hereby expressly waives
any right of redemption granted by any present or future law. Any entry or
re-entry by Landlord, whether had or taken under summary proceedings or
otherwise, shall not absolve or discharge Tenant from liability hereunder.
"Re-enter" and "re-entry" as used in this Lease are not restricted to their
technical legal meaning. In the event of a breach or threatened breach of any
of the covenants or provisions hereof, Landlord shall have the right of
injunction. Landlord may resort to any two or more of such remedies or rights,
and adoption of one or more such remedies or rights shall not necessarily
prevent the enforcement of others concurrently or thereafter. If Tenant shall
default in the performance of any provision of this Lease or if Landlord is
required to take any action to enforce this Lease or defend the validity or
interpretation of this Lease, then Landlord shall be entitled to recover all
costs and expenses incurred thereby,
30
33
including court costs and reasonable attorney's fees at every level of
litigation. Such fees and expenses shall become immediately due and owing to
Landlord as Additional Rent;
(e) cure such Event of Default in any other manner (after
giving Tenant written notice of Landlord's intention to do so except as
provided in subsection 20.2(c)), in which event Tenant shall reimburse Landlord
for all expenses incurred by Landlord in doing so, plus interest thereon at the
lesser of the rate of twenty percent (20%) per annum or the highest rate then
permitted on account thereof by applicable law, which expenses and interest
shall be Additional Rent and shall be payable to Landlord by Tenant immediately
on demand therefor by Landlord; and/or
(f) pursue any combination of such remedies and/or any
other right or remedy available to Landlord on account of such Event of Default
at law or in equity. Tenant hereby waives any right which it may otherwise
have to a trial by jury, whether at law or in equity, in connection with any
suit or proceeding at law or in equity brought by Landlord against Tenant or
otherwise in connection with this Lease as a result of an Event of Default.
20.4 No Waiver. No action taken by Landlord under the provisions
of this Section or any other provision of this Lease (including, by way of
example rather than of limitation, Landlord's acceptance of the payment of Rent
after the occurrence of any Event of Default) shall operate as a waiver of any
right which Landlord would otherwise have against Tenant for the Rent hereby
reserved or of any other right provided to Landlord under this Lease or
applicable law, and Tenant shall remain responsible to Landlord for any loss
and/or damage suffered by Landlord by reason of any Event of Default,
regardless of any action by Landlord.
Section 21. Notices. Any notice, demand, consent, approval, request
or other communication or document to be provided hereunder to a party hereto
shall be (a) given in writing; and (b) deemed to have been given (i)
forty-eight (48) hours after being sent as certified or registered mail in the
United States mails, postage prepaid, return receipt requested, or the day
after being delivered to an overnight courier service, in each case to the
address of such party set forth hereinabove or to such other address in the
United States of America as such party may designate from time to time by
notice to the other, or (ii) (if such party's receipt thereof is acknowledged
in writing) upon its hand or other delivery to such party.
Section 22. Additional Expansion Space. Tenant shall have the option
to lease certain additional expansion space pursuant
31
34
to the provisions of this Section 22. All space so leased by Tenant is
referred to herein as the "Additional Expansion Space".
22.1 Currently Vacant Space.
(a) Provided no Event of Default has occurred and is then
continuing and no event or condition has occurred which with notice and/or time
would constitute an Event of Default hereunder, Tenant shall have an option to
lease any of the space described as "currently vacant" on Exhibit E, by
notifying Landlord of its intention to do so prior to the date that Landlord
notifies Tenant that Landlord has obtained a bona fide offer from a prospective
tenant to lease such space. In the event that Tenant fails to notify Landlord
of its intention to exercise its option with respect to any currently vacant
space prior to the date that Landlord notifies Tenant that Landlord has
obtained a bona fide offer from a prospective Tenant for such space, the
provisions of Section 22.1(b) below shall apply.
(b) Landlord shall promptly notify Tenant if Landlord has
obtained a bona fide offer from a prospective tenant to lease any of the space
described as "currently vacant" on Exhibit E. Upon Tenant's receipt of such
notice, Tenant shall have a period of five (5) days to elect whether or not to
lease such space. If Tenant elects not to lease such vacant space or if Tenant
fails to notify Landlord of its election within the aforesaid five (5) day
period, this option shall become null and void and of no further force or
effect with respect to such currently vacant space, and Landlord shall
thereafter be entitled to lease such space to any third party without having to
offer such space to Tenant.
22.2 Currently Occupied Space.
(a) Provided that no Event of Default has occurred and is
then continuing and no event or condition has occurred which with notice and/or
time would constitute an Event of Default hereunder, Tenant shall have an
option to lease any of the space described as "currently occupied" on Exhibit
E, by notifying Landlord of its intention to do so at least six (6) months
prior to the date listed as the "anticipated vacancy date" on such Exhibit. In
the event that any anticipated vacancy date changes (because the current tenant
exercises a renewal option or for any other reason), Landlord will promptly
notify Tenant of such change and Exhibit E will be revised accordingly. In the
event that a change in any anticipated vacancy date results in such anticipated
vacancy date being less than six (6) months after the date that Landlord
notifies Tenant of the change, Tenant shall be required to notify Landlord of
its intention to lease such currently occupied space within thirty (30) days
after Landlord notifies Tenant of the change in such anticipated vacancy date.
32
35
Notwithstanding anything herein to the contrary, Tenant shall be required to
notify Landlord of its intention to lease Suite ▇▇. ▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇ by
January 1, 1992 unless the anticipated vacancy date(s) of such space changes as
a result of the current tenant's election to exercise its renewal option. In
the event that Tenant fails to notify Landlord of its intention to exercise its
option to lease any currently occupied space within the time periods or by the
dates specified in this subsection, the provisions of Section 22.2(b) shall
apply.
(b) In the event that Tenant fails to notify Landlord of
its intention to exercise its option to lease any currently occupied space
within the time periods or by the dates specified in Section 22.2(a) above,
Landlord shall nonetheless be required to notify Tenant if Landlord obtains a
bona fide offer from a prospective tenant to lease such space. Upon Tenant's
receipt of such notice, Tenant shall have a period of five (5) days to elect
whether or not to lease such currently occupied space. If Tenant elects not to
lease such space or if Tenant fails to notify Landlord of its election within
the aforesaid five (5) day period, this option shall become null and void and
of no further force or effect with respect to such space, and Landlord shall
thereafter be entitled to lease such space to any third party without having to
offer the space to Tenant.
22.3 Additional 13,000 Square Feet.
(a) Additional 7,000 Square Feet. Provided (i) no Event
of Default has occurred and is then continuing and no event or condition has
occurred which with notice and/or time would constitute an Event of Default
hereunder, and (ii) Tenant has exercised all of the expansion options which
become available to Tenant during the six (6) month period commencing on the
date which is thirty-three (33) months after the Commencement Date of the Third
Floor Expansion Space, Tenant shall have an option to lease an additional 7,000
square feet of space in either the Building or in a building (not yet
constructed) on the parcel of land known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, which is located adjacent to the Building. If Tenant fails to notify
Landlord of its intention to exercise this option by the date which is
thirty-nine (39) months after the Commencement Date, this option shall become
null and void and of no further force or effect.
(b) Additional 6,000 Square Feet. Provided (i) no Event
of Default has occurred and is then continuing and no event or condition has
occurred which with notice and/or time would constitute an Event of Default
hereunder, (ii) Tenant has exercised all of the expansion options which become
available to Tenant during the six (6) month period commencing on the date
which is forty-five (45) months after the Commencement Date of
33
36
the Third Floor Expansion Space, and (iii) Tenant has exercised its option to
lease an additional 7,000 square feet of space pursuant to Section 22.3(a)
above, Tenant shall have an option to lease an additional 6,000 square feet of
space in either the Building or in a building (not yet constructed) on the
parcel of land known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, which is
located adjacent to the Building. If Tenant fails to notify Landlord of its
intention to exercise this option by the date which is fifty-one (51) months
after the Commencement Date, this option shall become null and void and of no
further force or effect.
(c) Termination Option. In the event that Tenant validly
exercises its option and Landlord is unable for any reason to provide Tenant
with the additional 7,000 square feet of space described in Section 22.3(a) or
the additional 6,000 square feet of space described in Section 22.3(b), then in
either such event Tenant's sole remedy against Landlord shall be to terminate
this Lease, effective (i) in the case of Landlord's inability to provide the
7,000 square feet of space, on the date which is forty-eight (48) months after
the Commencement Date of the Third Floor Expansion Space, and (ii) in the case
of Landlord's inability to provide the 6,000 square feet of space, on the date
which is sixty (60) months after such Commencement Date. In order to exercise
this termination option, Tenant must (A) notify Landlord of its exercise of
this option within thirty (30) days after the date that Landlord notifies
Tenant of its inability to deliver the additional space, and (B) pay Landlord
not later than the effective date of Lease termination all amounts due under
this Lease, plus a cancellation penalty equal to the sum of the following: the
unamortized portion of all Tenant Concessions [as described in Section 2.1(d))
provided to Tenant; the unamortized portion of all tenant concessions provided
to ▇▇▇▇▇; the unamortized portion of all tenant concessions provided to
Financial Planning; and all of Landlord's other reasonable costs and expenses
incurred in connection with terminating existing leases with ▇▇▇▇▇ and
Financial Planning and/or relocating them to different space in the Building
(including without limitation, brokerage fees and attorney's fees). Within one
hundred eight (180) days after the execution of this Lease, Landlord and Tenant
will agree upon the amount of the cancellation penalty, and they shall execute
an Agreement Regarding Cancellation Penalty in the form of Exhibit F.
22.4 Rental Rate and other Additional Expansion Space Terms.
(a) Expansion Rental Rate. The Rent for the Additional
Expansion Space shall be (i) in the case of any Additional Expansion Space
obtained pursuant to Section 22.2 (b), the rent described in the bona fide
offer of the prospective tenant, and (ii) in the case of all other Additional
Expansion
34
37
Space, an escalating base rent determined in accordance with the following
schedule:
Net Component Base Rent
Calendar Year Per Square Foot Per Square Foot
------------- --------------- ---------------
1992 $14.20 $21.00
1993 $15.30 $22.10
1994 $16.45 $23.25
1995 - 1998 Fair Market Rental Value
(determined in accordance
with Section 1.6)
(b) Expansion Allowance. Landlord will provide Tenant
with an allowance of Fifteen and 00/100 Dollars ($15.00) per rentable square
foot (the "Expansion Allowance") for tenant improvements to any Additional
Expansion Space obtained by Tenant during the 1992, 1993 and/or 1994 calendar
years (the "Expansion Improvements"). The Expansion Improvements shall be
constructed by Landlord in accordance with plans agreed to by Landlord and
Tenant; provided, however, that if the estimated cost of the Expansion
Improvements exceeds $15.00 per rentable square foot, Landlord shall be
obligated to construct such improvements only if Landlord and Tenant agree upon
suitable arrangements for Tenant to pay such excess to Landlord. If the actual
cost of the Expansion Improvements is less than $15.00 per rentable square foot
(as certified by Landlord to Tenant upon completion of such improvements),
Landlord will credit the balance of Expansion Allowance against the next due
installments) of Base Rent until the Expansion Allowance is depleted. The
Expansion Allowance shall be amortized over a period of five (5) years from the
date of Commencement of the term of each Additional Expansion Space lease; and
if Tenant terminates this Lease prior to occupying any Additional Expansion
Space for less than five (5) years, Tenant shall be obligated to pay Landlord,
at Lease termination, an amount equal to the unamortized portion of the
Expansion Allowance attributable to all such Additional Expansion Space.
(c) Term. The term of all Additional Expansion Space
leases shall run concurrently with the Term of this Lease and shall expire on
March 31, 1998 unless sooner terminated in accordance with the provisions
hereof. The commencement of the term of the Additional Expansion Space leases
shall be (i) in the case of the 7,000 square feet obtained pursuant to Section
22.3(a), the date which is forty-eight (48) months after the Commencement Date
for the Third Floor Expansion Space; (ii) in the case of the 6,000 square feet
obtained pursuant to Section 22.3(b), the date which is sixty (60) months after
the
35
38
Commencement Date for the Third Floor Expansion Space; and (iii) for all other
Additional Expansion Space obtained pursuant to Section 22, a date mutually
agreed upon by Landlord and Tenant [which date shall be not more than thirty
(30) days after Tenant notifies Landlord of its election to exercise its option
to lease such space].
Section 23. General.
23.1 Effectiveness. This Lease shall become effective upon and
only on its execution and delivery by each party hereto.
23.2 Complete Understanding. This Lease represents the complete
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior negotiations, representations, warranties, statements or
agreements, either written or oral, between the parties hereto as to the same.
In particular, this Lease supersedes in all respects all of the existing Leases
and lease-related documents previously entered into between Landlord and Tenant
and between Landlord's predecessor in interest (▇▇▇▇▇ & Associates-Tysons
Corner) and Tenant, including but not limited to the leases and lease-related
documents described on Exhibit F (collectively the "Prior Leases"). The
parties hereby agree that the Prior Leases shall terminate effective as of the
Commencement Date for the Third Floor Expansion Space, and neither Landlord nor
Tenant shall have any further obligations under any of the Prior Leases after
such termination date. Upon termination of the Prior Leases, Landlord's and
Tenant's obligations with respect to year-end adjustments of Annual Operating
Costs shall cease; Tenant shall not be required to make any additional payments
nor shall Tenant be entitled to any credit or refund from Landlord on account
of any year-end adjustments that would otherwise have been made pursuant to
Sections 2.2 and 2.3 of the Prior Leases if the Prior Leases had not been so
terminated. No inducements, representation, understandings or agreements have
been made or relied upon in the making of this Lease, except those specifically
set forth in the provisions of this Lease. Neither party hereto has any right
to rely on any other prior or contemporaneous representations made by anyone
concerning this Lease which are not set forth herein.
23.3 Amendment. This Lease may be amended by and only by an
instrument executed and delivered by each party hereto.
23.4 Applicable Law. This Lease shall be given effect and
construed by application of the laws of the Commonwealth of Virginia, without
regard to choice of law provisions.
23.5 Waiver. Landlord shall not be deemed to have waived the
exercise of any right which it holds at law, in equity, or
36
39
under this Lease unless such waiver is made expressly and in writing (and no
delay or omission by Landlord in exercising any such right shall be deemed to
be a waiver of the future exercise). No such waiver made to any instance
involving the exercise of any such right shall be deemed a waiver as to any
other such instance, or any other such right.
23.6 Waiver of Jury Trial. Landlord and Tenant each hereby waive
jury trial in any action, proceeding or counterclaim brought by either of the
parties hereto against the other with respect to any matter whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord
and Tenant hereunder, Tenant's use or occupancy of the Premises, any claim of
breach, injury or damage, and/or in connection with an Event of Default.
23.7 Time of Essence. Time shall be of the essence of this Lease.
23.8 Headings. The headings of the Sections, subsections,
paragraphs and subparagraphs hereof are provided herein for and only for
convenience of reference, and shall not be considered in construing their
contents.
23.9 Construction. As used herein:
(a) the term "person" means a natural person, a trustee,
a corporation, a partnership and any other form of legal entity;
(b) all references made (i) in the neuter, masculine or
feminine gender shall be deemed to have been made in all such genders, (ii) in
the singular or plural number shall be deemed to have been made, respectively,
in the plural or singular number as well, and (iii) to any Section, subsection,
paragraph or subparagraph shall, unless therein expressly indicated to the
contrary, be deemed to have been made to such Section, subsection, paragraph or
subparagraph of this Lease; and
(c) all reference to "attorneys fees" shall mean all
reasonable attorney's fees, court costs and related expenses incurred in
connection with Tenant's breach of any provision of this Lease, whether suit is
brought or not, and if suit is brought shall include all reasonable costs and
expenses relating to any and all legal and/or equitable trial and appellate
court proceedings.
23.10 Exhibits. Each writing or plat referred to herein as being
attached hereto as an exhibit or otherwise designated herein as an exhibit
hereto is hereby made a part hereof.
37
40
23.11 Severability. No determination by any court, governmental
body or otherwise that any provision of this Lease or any amendment hereof is
invalid or unenforceable in any instance, shall affect the validity or
enforceability of (a) any other such provision, or (b) such provision in any
circumstance not controlled by such determination. Each such provision shall
be valid and enforceable to the fullest extent allowed by, and shall be
construed wherever possible as being consistent with, applicable law.
23.12 Definition of "Landlord".
23.12.1 As used herein, the term "Landlord" means the entity
hereinabove named as such, and its heirs, personal representatives, successors
and assigns (each of whom shall have the same rights, remedies, powers,
authorities and privileges as it would have had, had it originally signed this
Lease as Landlord).
23.12.2 No person holding Landlord's interest hereunder (whether or
not such person is named as the "Landlord" herein) shall have any liability
hereunder after such person ceases to hold such interest, except for any such
liability accruing while such person holds such interest.
23.12.3 No Mortgagee not in possession of the Premises or the Building
shall have any liability hereunder.
23.12.4 Neither Landlord nor any principal or parties of Landlord,
whether disclosed or undisclosed, shall have any personal liability under any
provision of this Lease. If Landlord defaults in the performance of any of its
obligations hereunder or otherwise, Tenant shall look solely to Landlord's
equity, interest and rights in the Property for satisfaction of Tenant's
remedies on account thereof.
23.13 Definition of "Tenant". As used herein, the term "Tenant"
means each person or entity hereinabove named as such and such person's or
entity's heirs, personal representatives, successors and assigns, each of whom
shall have the same obligations, liabilities, rights and privileges as it would
have possessed had it originally executed this Lease as Tenant; provided, that
no such right or privilege shall inure to the benefit of any transferee of
Tenant, immediate or remote, unless the Transfer to such person or entity is
made in accordance with the provisions of Section 10. Whenever two or more
persons constitute Tenant, all such persons shall be jointly and severally
liable for the performance of Tenant's obligations hereunder.
23.14 Brokers. The parties acknowledge that they have not directly
or indirectly dealt with any broker concerning this
38
41
Lease except for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., whose brokerage commissions shall be
paid by Landlord. Each party agrees to defend, exonerate, indemnify and hold
the other harmless from and against all other claims for commissions relating
to the execution and delivery of this Lease (or out of negotiations between
Landlord and Tenant in respect to leasing the Premises), which arise directly
out of its conduct, acts, omissions, or agreements.
23.15 Contingency Clause. The parties acknowledge that this Lease
is expressly subject to and contingent upon Landlord's ability (i) to terminate
its existing lease with ▇▇▇▇▇ and Company, P.C. ("▇▇▇▇▇") with respect to the
Second Floor Expansion Space, and (ii) to enter into a new lease with ▇▇▇▇▇ for
approximately 2,650 square feet of space contiguous to the Third Floor
Expansion Space. Although Landlord agrees to use its good faith best efforts
in this regard, there can be no assurance that Landlord will be successful. In
the event that Landlord is unable to terminate its existing lease with ▇▇▇▇▇
and enter into a new lease by December 15, 1991, Landlord will so notify
Tenant, whereupon (A) the Prior Leases shall continue in full force and effect
with respect to the space covered thereby, and (B) Tenant will be deemed to
have a month-to-month tenancy (terminable by either Landlord or Tenant upon
thirty (30) days notice to the other) with respect to any other space in the
Building then being occupied by Tenant. During such month-to-month tenancy,
all of the provisions of this Lease shall apply (other than Sections 1.2, 1.5
and 22 and as the context clearly requires otherwise). Notwithstanding
anything herein to the contrary, this Lease is not subject to or contingent
upon Landlord"s ability to get Financial Planning, Inc. ("Financial Planning")
to vacate the Financial Planning Space by any particular date.
IN WITNESS WHEREOF, each party hereto has executed and ensealed this
Lease, or has caused it to be executed and ensealed on its behalf by its duly
authorized representatives, as of the day and year first above written.
Landlord:
--------
TYSONS CORNER LIMITED PARTNERSHIP,
an Illinois Limited partnership
By: /s/ ▇▇▇▇▇▇▇ ▇. ?
--------------------------------
Name:
------------------------------
Title:
-----------------------------
39
42
Tenant:
------
WITNESS OR ATTEST: DELTEK SYSTEMS, INC.,
a Virginia corporation
/s/ ? By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (SEAL)
-------------------------- --------------------------------
Name:
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇, President
40
43
EXHIBIT A
FLOOR PLANS OF THE PREMISES
EXHIBIT A-1 Financial Planning Space
EXHIBIT A-2 Second Floor Expansion space
EXHIBIT A-3 Existing Third Floor Space
EXHIBIT A-4 Third Floor Expansion Space
EXHIBIT A-5 Existing Second Floor Space
41
44
EXHIBIT B
AGREEMENT REGARDING COMMENCEMENT DATES
Pursuant to Section 1.1(b) of that certain Agreement of Lease dated
November 12, 1991, by and between Tysons Corner Limited Partnership, an
Illinois limited partnership ("Landlord") and Deltek Systems, Inc., a Virginia
corporation ("Tenant"), Landlord and Tenant hereby agree upon the following
dates as the Commencement Dates for the various space which comprises the
Premises:
Space Commencement Date
----- -----------------
Financial Planning Space August 1, 1992
Existing Third Floor Space March 10, 1992
Third Floor Expansion Space March 10, 1992
Existing Second Floor Space March 10, 1992
Second Floor Expansion Space January 10, 1992
IN WITNESS WHEREOF, the undersigned have executed this Agreement
Regarding Commencement Dates as of the 31st day of July, 1992.
LANDLORD:
--------
TYSONS CORNER LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Balcor Property Management, Inc. as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Senior Vice President
-----------------------------------
TENANT:
------
DELTEK SYSTEMS, INC.,
a Virginia corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------
Title: CEO
-----------------------------------
42
45
EXHIBIT C
FINAL DRAWINGS FOR TENANT IMPROVEMENTS
[TO BE ATTACHED IN ACCORDANCE WITH SECTION 5.1(a)]
43
46
EXHIBIT D
CURRENT RULES AND REGULATIONS
1. The sidewalks, lobbies, passages, elevators and stairways
shall not be obstructed by the Tenant or used by the Tenant for any purpose
other than ingress and egress from and to the Tenant's offices. The Landlord
shall in all cases retain the right to control or prevent access thereto by any
person whose presence, in the Landlord's judgment, would be prejudicial to the
safety, peace, character or reputation of the Building or of any tenant of the
Property.
2. The toilet rooms, water closets, sinks, faucets, plumbing and
other service apparatus of any kind shall not be used by the Tenant for any
purpose other than those for which they were installed, and no sweepings,
rubbish, rags, ashes, chemicals or other refuse or injurious substances shall
be placed therein or used on connection therewith by the Tenant, or left by the
Tenant in the lobbies, passages, elevators or stairways of the Building.
3. No skylight, window, door or transom of the Building shall be
covered or obstructed by the Tenant, and no window shade, blind, curtain,
screen, storm window, awning or other material shall be installed or placed on
any window or in any window space, except as approved in writing by the
Landlord. If the Landlord has installed or hereafter installs any shade, blind
or curtain in the Premises, the Tenant shall not remove it without first
obtaining the Landlord's written consent thereto.
4. No sign, lettering, insignia, advertisement, notice or other
thing shall be inscribed, painted, installed, erected or placed in any portion
of the Premises which may be seen from outside the Building, or on any window,
window space or other part of the exterior or interior of the Building, unless
first approved in writing by the Landlord. Names on suite entrances shall be
provided by and only by the Landlord and at the Tenant's expense, using in each
instance lettering of a design and in a form consistent with the other
lettering in the Building, and first approved in writing by the Landlord. The
Tenant shall not erect any stand, booth or showcase or other article or matter
in or upon the Premises and/or the Building without first obtaining the
Landlord's written consent thereto.
5. The Tenant shall not place any additional lock upon any door
within the Premises or elsewhere upon the Property, and shall surrender all
keys for all such locks at the end of the Term. The Landlord shall provide the
Tenant with one set of keys to the Premises when the Tenant assumes possession
thereof.
44
47
6. The delivery of towels, ice, water, food, beverages,
newspapers and other supplies, equipment and furniture will be permitted only
under the Landlord's direction and control.
7. The Tenant shall not do or permit to be done anything which
obstructs or interferes with the rights of any other tenant of the Property.
The Tenant shall not keep anywhere within the Property any matter having an
offensive odor, or any kerosene, gasoline, benzine, camphene, fuel or other
explosive or highly flammable material. The Tenant shall comply with all
federal, state and local laws and regulations pertaining to hazardous materials
and toxic substances. The Tenant will provide the Landlord with copies of any
and all environmental audits and/or similar reports for the Premises which are
obtained by the Tenant during the Term. In addition, the Tenant will provide
the Landlord with prompt written notice of: (A) any proceeding or inquiry by,
notice from, or order of any governmental authority with respect to the
presence of any hazardous materials or toxic substances on, under or about the
Premises, and (B) all claims made or threatened by any third party against the
Tenant or the Premises related to any damage, contribution, cost recovery,
compensation, loss or injury resulting from any hazardous materials or toxic
substances.
8. So that the Premises may be kept in a good state of
preservation and cleanliness, the Tenant shall, while in possession of the
Premises, permit only the Landlord's employees and contractors to clean the
Premises unless prior thereto the Landlord otherwise consents in writing. The
Landlord shall not be responsible to the Tenant for any damage done to any
furniture or other property of the Tenant or any other person caused by any of
the Landlord's employees or any other person, for any loss sustained by any of
the Tenant's employees, or for any loss of property of any kind in or from the
Premises, however occurring. The Tenant shall see each day that the windows
are closed and the doors securely locked before leaving the Premises, and that
all lights and standard office equipment within the Premises are turned off.
9. If the Tenant desires to install signalling, telegraphic,
telephonic, protective alarm or other wires, apparatus or devices within the
Premises, the Landlord shall direct where and how they are to be installed and,
except as so directed, no installation, boring or cutting shall be permitted.
The Landlord shall have the right (a) to prevent or interrupt the transmission
of excessive, dangerous or annoying current of electricity or otherwise into or
through the Building or the Premises, (b) to require the changing of wiring
connections or layout at the Tenant's expense, to the extent that Landlord may
deem necessary, (c) to require compliance with such reasonable rules as the
Landlord may establish relating thereto, and (d) in
45
48
the event of noncompliance with such requirements or rules, immediately to cut
wiring or do whatever else it considers necessary to remove the danger,
annoyance or electrical interference with apparatus in any part of the
Building. Each wire installed by the Tenant must be clearly tagged at each
distributing board and junction box and elsewhere required by the Landlord,
with the number of the office to which such wire leads and the purpose for
which it is used, together with the name of the Tenant or other concern, if
any, operating or using it.
10. A directory will be provided by the Landlord on the ground
floor of the Building, on which the Tenant's name may be placed.
11. No furniture, package, equipment, supplies or merchandise may
be received in the Building, or carried up or down in the elevators or
stairways, except during such hours as are designated for such purpose by the
Landlord, and only after the Tenant gives notice thereof to the Landlord. The
Landlord shall have the exclusive right to prescribe the method and manner in
which any of the same is brought into or taken out of the Building, and the
right to exclude from the Building any heavy furniture, safe or other article
which may create a hazard and to require it to be located at a designated place
in the Premises. The Tenant shall not place any weight anywhere beyond the
safe carrying capacity of the Building. The cost of repairing any damage to
the Building or any other part of the Property caused by taking any of the same
in or out of the Premises, or any damage caused while it is in the Premises or
the rest of the Building, shall be borne by the Tenant.
12. Without the Landlord's prior written consent, (a) nothing
shall be fastened to (and no hole shall be drilled, or nail or screw driven
into) any wall or partition, (b) no wall or partition shall be painted, papered
or otherwise covered or moved in any way or marked or broken, (c) no connection
shall be made to any electrical wire for running any fan, motor or other
apparatus, device or equipment, (d) no machinery of any kind other than
customary small business machinery shall be allowed in the Premises, (e) no
switchboard or telephone wiring equipment shall be placed anywhere other than
where designated by the Landlord, and (f) no mechanic shall be allowed to work
in or about the building other than one employed by the Landlord.
13. The Tenant shall have access to the Premises at all reasonable
time. The Landlord shall in no event be responsible for admitting or excluding
any person from the Premises. In case of invasion, hostile attack,
insurrection, mob violence, riot, public excitement or other commotion,
explosion, fire or any casualty, the Landlord shall have the right to bar or
limit
46
49
access to the Building to protect the safety of occupants of the Property, or
any property within the Property.
14. The Landlord shall have the right to rescind, suspend or
modify the Rules and Regulations and to promulgate such other Rules or
Regulations as, in the Landlord's reasonable judgment, are from time to time
needed for the safety, care, maintenance, operation and cleanliness of the
Building, or for the preservation of good order therein. Upon the Tenant's
having been given notice of the taking of any such action, the Rules and
Regulations as so rescinded, suspended, modified or promulgated shall have the
same force and effect as if in effect at the time at which the Tenant's lease
was entered into (except that nothing in the Rules and Regulations shall be
deemed in any way to alter or impair any provision of such lease).
15. The use of any room within the Building as sleeping quarters
is strictly prohibited at all times.
16. The Tenant shall keep the windows and doors of the Premises
(including those opening on corridors and All doors between rooms entitled to
receive heating or air conditioning service and rooms not entitled to receive
such service), closed while the heating or air conditioning system is
operating, in order to minimize the energy used by, and to conserve the
effectiveness of, such systems. The Tenant shall comply with all reasonable
Rules and Regulations from time to time promulgated by the Landlord with
respect to such systems or their use.
17. The Tenant shall not during any period of time use or permit
to be used the Premises on a regular basis by more than one (1) person for each
one hundred fifty (150) square feet of floor area within the Premises.
18. Nothing in these Rules and Regulations shall give any Tenant
any right or claim against the Landlord or any other person if the Landlord
does not enforce any of them against any other tenant or person (whether or not
the Landlord has the right to enforce them against such tenant or person), and
no such nonenforcement with respect to any tenant shall constitute a waiver of
the right to enforce them as to the Tenant or any other tenant or person.
47
50
EXHIBIT E
ADDITIONAL EXPANSION SPACE
Suite Square Currently Vacant Anticipated
No. Footage or occupied Vacancy Date
--- ------- ----------- ------------
100 5,476 Occupied July 1, 1994*
(Great Western)
470 1,252 Vacant --------
410 953 Vacant --------
450 1,673 Occupied (Manpower) January 1, 1992*
460 1,605 Occupied (▇▇▇ ▇▇▇▇▇) February 1, 1992*
420 5,952 Occupied (MIC) January 1, 1993
400 7,529 Occupied (▇▇▇▇▇▇▇▇) September 1, 1993
600 7,529 Occupied (▇▇▇▇▇ ▇▇▇▇▇▇▇▇ June 30, 1995*
*Subject to renewal option
48
51
EXHIBIT F
AGREEMENT REGARDING CANCELLATION PENALTY
Pursuant to Section 22.3(c) of that certain Agreement of Lease dated
___________________, 1991 (the "Lease"), by and between Tysons Corner
Limited Partnership, an Illinois limited partnership ("Landlord") and Deltek
Systems, Inc., a Virginia corporation ("Tenant"), Landlord and Tenant hereby
agree that Tenant must pay the sum of __________________ Dollars ($____________)
as the cancellation penalty in the event that Tenant elects to exercise its
option to terminate the Lease in accordance with such Section.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
Regarding Cancellation Penalty as of the ____ day of ________________, 19___.
LANDLORD:
--------
TYSONS CORNER LIMITED PARTNERSHIP,
an Illinois limited partnership
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.,
Management Agent
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TENANT:
------
DELTEK SYSTEMS, INC.,
a Virginia corporation
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
49
52
EXHIBIT G
PRIOR LEASES
Title of Date of
Document Document Square Footage Suite
-------- -------- -------------- -----
Agreement of Lease October, 1986 10,285 300
Agreement of Lease June 20, 1989 3,935 310
Agreement of Lease January 16, 1990 1,718 320
Agreement of Lease March 1, 1990 3,935 220
(formerly 4,039)
First Amendment to Lease March 21, 1991 3,935 220
50
53
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (the "First Amendment") is entered into
effective as of the 31st day of July, 1992, by and between TYSONS CORNER
LIMITED PARTNERSHIP, an Illinois limited partnership ("Landlord"), and DELTEK
SYSTEMS, INC., a Virginia corporation ("Tenant").
R E C I T A L S
R-1. Tenant and Landlord entered into an Agreement of Lease dated
November 12, 1991, whereby Tenant agreed to lease from Landlord certain space
located on the second floor of the building (the "Building") located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Lease").
R-2. Tenant and Landlord have agreed to amend the Lease, pursuant
to and in accordance with the provisions of this First Amendment.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1. TERMINATION UNDER ▇▇▇▇▇ LEASE. In the event (i) Tenant has
exercised its right under Section 22 of the Lease and rented all of the
Additional Expansion Space described therein, and (ii) Tenant desires to lease
additional space within the Building, but Landlord is unable to offer Tenant
such additional space which is acceptable to Tenant, then Landlord agrees to
exercise its right of termination under Section 22(a)(ii) of that certain
undated Agreement of Lease by and between Landlord and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.C.
(the "▇▇▇▇▇ Lease"), and terminate the ▇▇▇▇▇ Lease in order to lease to Tenant
the space subject to the ▇▇▇▇▇ Lease. Notwithstanding the foregoing, Landlord
shall not be required to terminate the ▇▇▇▇▇ Lease unless and until (i) Tenant
provides Landlord with ten (10) months prior written notice ("Ten Month
Notice") of its intent to lease such additional space, and (ii) Landlord and
Tenant enter into a binding lease agreement for such additional space within
five (5) days after Tenant gives Landlord the Ten Month Notice.
2. LEASE RATIFICATION. Landlord and Tenant hereby ratify and
confirm the Lease in all respects and agree that the Lease, as modified by this
First Amendment, is in full force and effect.
3. MISCELLANEOUS. This First Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia, and
shall be binding upon the parties hereto and their respective successors and
permitted assigns. All capitalized terms not specifically defined herein shall
have the meanings set forth in the Lease. This First Amendment may be executed
in multiple counterparts, each of which shall be deemed an original hereof and
all of which when taken together shall constitute one and the same instrument.
54
IN WITNESS WHEREOF, the parties have executed this First Amendment or
caused the same to be executed as of the date first above written.
LANDLORD:
WITNESS OR ATTEST: TYSONS CORNER LIMITED PARTNERSHIP,
an Illinois limited partnership
Balcor Property Management, Inc.
as Agent
/s/ ▇▇▇▇▇ ▇▇▇ Scheimrf By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Date: August 12, 1992
TENANT:
DELTEK SYSTEMS, INC., a Virginia
corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ de Laksi
Title: C.E.O.
Date: July 30, 1992
2
55
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (the "Agreement") is made and entered
into this 1st day of July, 1994, by and between Tysons ▇▇▇▇▇ Limited
Partnership (hereinafter referred to as "Landlord") and Deltek Systems, Inc.
(hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have previously entered into a lease
agreement dated November 12, 1991, as amended by a certain First Amendment to
Lease dated July 31, 1992 (together referred to herein as the "Lease") for the
use and occupancy of certain premises by Tenant (the "Demised Premises")
located in the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
WHEREAS, Landlord and Tenant do hereby intend to amend and modify the
Lease as hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Expansion Space: Suite 250 comprising approximately 2,648 square feet
of space in the Building, on the area shown on the attached site plan
identified as Exhibit A and incorporated herein (the "Expansion
Space") is hereby added to the Demised Premises effective August 1,
1994.
2. Rental: The total Basic Rental for the Expansion Space shall be equal
to $180,284.81, and shall be payable in equal monthly installments of
$4,192.67 per month for a term commencing September 1, 1994 and
terminating March 31, 1998. Such Basic Rental amounts shall be in
addition to the Basic Rental payable by Tenant for the original
Demised Premises as set forth in the Lease. Effective September 1,
1994, the Tenant's Prorata Share of Operating Expenses and Taxes as
set forth in the Lease, shall hereby be increased by 1.3407% so that
Tenant's total Prorate Share of Operating Expenses and Taxes shall be
18.6534%. Tenant's occupancy of Suite 250 shall be subject to all of
the general terms and conditions contained in the Lease.
3. Improvements to the Expansion Space: Landlord agrees to contribute
Twelve Dollars ($12.00) per rentable square foot of the Expansion
Space (the "Tenant Allowance") towards the cost of constructing
certain tenant improvements (the "Tenant Improvements") for the
Expansion Space in accordance with the space plans (the "Plans") to be
approved by both Landlord and Tenant and attached hereto as Exhibit B.
It is understood and agreed that Landlord's contractors shall perform
the work in connection with the Tenant Improvements. If the cost to
construct the Tenant Improvements pursuant to the Plans exceeds the
Tenant Allowance, then within ten (10) days of Tenant's receipt of an
invoice from Landlord, Tenant shall pay Landlord, as additional rent,
by certified or cashier's check, an amount equal to the difference
between the cost to construct the Tenant Improvements and the Tenant
Allowance. Tenant agrees it shall not make any changes to the Plans
without obtaining the prior written consent of Landlord. In the event
Tenant shall make changes to the Plans that are approved by Landlord
and which result in an additional cost to Landlord of completing the
Tenant Improvements in excess of the Tenant Allowance, or in the event
Tenant, its employees or agents, causes any delays or is otherwise
responsible, in whole or in part, for any additional costs in excess
of the Tenant Allowance incurred by Landlord in constructing the
Tenant Improvements, Tenant shall pay to Landlord within ten (10) days
of receipt of written notice from Landlord, as additional rent, by
certified or cashier's check, any such additional costs incurred by
Landlord in excess of the Tenant Allowance. Tenant's failure to
timely pay any such amounts to be paid by Tenant as set forth in this
Paragraph, at the time and in the manner set forth in this Paragraph,
shall be an event of default. In the event, after the Tenant
Improvements have been completed, Landlord determines that the
56
costs actually incurred to construct the Tenant Improvements is less
than the Tenant Allowance, the difference between the amount of the
Tenant Allowance and the costs actually incurred to construct the
Tenant Improvements shall be credited against Tenant's next payment of
Basic Rental.
4. Termination of Rights to Suites 400 and 460: Pursuant to the terms of
Section 22 of the Lease, Tenant has certain expansion rights with
respect to Suites 400 and 460 in the Building. Tenant hereby
acknowledges and agrees that Landlord has fulfilled all notice and
other obligations to Tenant with respect to ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
and that Tenant hereby relinquishes and terminates all present and
future rights and interests of whatever nature which Tenant presently
or in the future may have with respect to Suites 400 and 460 in the
Building.
5. Right of First Offer: (for Suites 410, 430, 440 and 450)
So long as the Lease is in full force and effect and Tenant:
(i) is occupying and doing business from the Demised Premises at
the time the elections described in this Paragraph are
exercised; and
(ii) is not in default under the Lease either at the time of the
elections described in this Paragraph or at the effective date
thereof, and
(iii) has maintained a history of payments within the applicable
grace period, if any, provided under the Lease;
Tenant shall have a right of first offer ("Right of First Offer") to
lease each of (i) Suite 410, currently leased by Amerifax, Inc. and
comprising approximately 2,562 rentable square feet of space, (ii)
Suite 430, currently leased by ▇▇▇▇▇ ▇▇▇▇▇▇▇, CPA and comprising
approximately 508 rentable square feet of space, (iii) Suite 440,
currently leased by ▇▇▇▇▇▇ ▇▇▇▇▇▇, CPA and comprising approximately
963 rentable square feet of space, and (iv) Suite 450, currently
leased by Manpower, Inc. and comprising approximately 1,673 square
feet of space (collectively, the "First Offer Spaces", and
individually, a "First Offer Space") effective upon the expiration of
the applicable lease with the current tenant of each of the First
Offer Spaces. The expiration dates of the current leases for the
First Offer Spaces are as follows: Suite 410 - May 31, 1996; Suite 430
- January 31, 1995; Suite 440 - December 31, 1996; and Suite 450 -
January 14, 1997. In order to exercise its Right of First Offer with
respect to any of the First Offer Spaces, Tenant must notify Landlord
in writing, by certified or registered mail, no later than one hundred
eighty (180) days prior to the applicable expiration date described
above for the current lease for such space. If for any reason
Tenant's notice is not timely given in the manner set forth herein
with respect to any of the First Offer Spaces, Tenant's right under
this Paragraph, with respect to such First Offer Spaces, shall
terminate and be null and void and without further force and effect
throughout the remainder of the Term of the Lease or any extensions,
modifications or amendments thereof.
If Tenant timely exercises the Right of First Offer with respect to
any First Offer Space, Landlord and Tenant will promptly enter into a
lease amendment agreement prepared by Landlord for the applicable
First Offer Space (the "New Lease"). The terms of each New Lease
shall, among other things, provide that (i) the definition of the
Demised Premises in the Lease shall be amended to include the
applicable First Offer Space, (ii) the Term of the New Lease shall be
coterminous with the Term of the Lease, (iii) the Basic Rental payable
for the applicable First Offer Space shall be equal to the then
current market rate for such space as determined by Landlord in
Landlord's sole discretion, (iv) Tenant's Prorata Share of Operating
Expenses and Taxes shall be adjusted to reflect the addition of the
applicable First Offer Space to the Demised Premises, and (v) any and
all tenant improvement costs and other construction costs which Tenant
requires or desires to make to the applicable First Offer Space shall
be at Tenant's sole cost and expense, subject to the prior written
approval by Landlord of all contractors to be used and work to be
performed. Tenant
2
57
shall accept the applicable First Offer Space in its then "as is"
condition. If for any reason Tenant fails to timely exercise the
Right of First Offer with respect to any applicable First Offer Space,
or if Tenant properly exercises the Right of First Offer with respect
to any applicable First Offer Space but thereafter for any reason
(except for delays caused by Landlord) does not enter into the New
Lease within five business days after its submission to Tenant,
Landlord will be free to rent the applicable First Offer Space to any
other prospective tenant. In such event, the Right of First Offer
shall terminate and be null and void and without further force and
effect with respect to the applicable First Offer Space throughout the
remainder of the Term of the Lease or any extensions, modifications or
amendments thereof.
Notwithstanding any of the foregoing to the contrary, Tenant
acknowledges and agrees that Tenant's Right of First Offer set forth
herein is subject and subordinate to (a) any right of first refusal,
right of first offer, expansion right or other similar right or option
to lease any First Offer Space held by any current tenant in the
Building, or any of their assignees, sublessees, transferees or
successors-in-interest, and (b) any agreement entered into between
Landlord and the then current tenant for the applicable First Offer
Space, or its assignee, sublessee, transferee or
successor-in-interest, to extend, renew, continue, lease or re-lease
such First Offer Space. In the event of the exercise or occurrence of
the events described in (a) or (b) above, even if Tenant properly
exercises or has exercised its Right of First Offer and executes or
has executed the New Lease, Tenant's Right of First Offer with respect
to such First Offer Space shall terminate and be null and void and
without further force and effect throughout the remainder of the Term
of the Lease or any extensions, modifications or amendments thereof.
Landlord shall not be liable to Tenant for any loss or damage
sustained by Tenant as a result thereof. This Right of First Offer is
personal and unique to Tenant and is not transferable to any assignee,
sublessee, transferee or successor-in-interest to the initial Tenant
under the Lease.
6. Conflict of Terms: Except as expressly amended herein, all terms and
conditions in the Lease, shall remain unchanged and in full force and
effect. In the event of any conflict between the terms and conditions
of the Lease and the terms and conditions of this Agreement, the terms
and conditions of this Agreement shall control. All capitalized terms
not otherwise defined herein shall have the meaning set forth in the
Lease.
LANDLORD: TENANT:
Tysons Corner Limited Partnership Deltek Systems, Inc.
By: Allegiance Realty Group, Inc.
Its Authorized Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. VP
Witness: /s/ ▇▇▇▇ ▇▇▇ Scheinfeif Witness: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 7/11/94 Date: 7/1/94
3
58
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE (the "Agreement") is made and entered
into this 30th day of September 1994, by and between TYSONS CORNER LIMITED
PARTNERSHIP (hereinafter referred to as "Landlord") and DELTEK SYSTEMS, INC.,
(hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have previously entered into a lease
agreement dated November 12, 1991, as amended by a certain First Amendment to
Lease dated July 31, 1992, and a Second Amendment to Lease dated July 1, 1994
(together referred herein as the "Lease") for the use and occupancy of certain
premises by Tenant of space located in the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇; and
WHEREAS, Landlord and Tenant do hereby intend to amend and modify the
Second Amendment to Lease as hereinafter set forth in order to amend and modify
the provisions in the Lease regarding tenant improvements to the Demised
Premises.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Improvement to Premises: Paragraph 3 of the Second Amendment
to Lease is hereby deleted in its entirety and replaced with the following:
Landlord agrees to contribute Twelve and No/100 Dollars ($12.00) per
rentable square foot of the Demised Premises (the "Tenant Allowance")
towards the cost of constructing certain tenant improvements (the
"Tenant Improvements") for the Demised Premises in accordance with the
space plan which has been mutually agreed upon by both Landlord and
Tenant (the "Plan") attached hereto as Exhibit B and made a part
hereof. Tenant agrees to contribute an amount equal to Four and
55/100 Dollars ($4.55) per rentable square foot of the Demised
Premises toward the cost of the construction of the Tenant
Improvements (the "Tenant's Contribution"). The Tenant's Contribution
shall be payable by Tenant to Landlord as additional rent on the first
day of each month during the term of the Lease in equal monthly
installments of Two Hundred Eighty Six and 65/100 Dollars ($286.65)
per month. It is understood and agreed that Landlord's contractors
shall perform the work in connection with the Tenant Improvements. If
the cost to construct the Tenant Improvements pursuant to the Plans
exceeds the combined total of the Tenant Allowance and the Tenant's
Contribution, Tenant shall pay Landlord within ten (10) days of
Tenant's receipt of an invoice from Landlord, as additional rent in
certified funds, an amount equal to the difference between the cost to
construct the Tenant Improvements and the combined total of the Tenant
Allowance and Tenant's Contribution. Tenant agrees it shall not make
any changes to the Plans without obtaining the prior written consent
of Landlord. In the event Tenant shall make changes to the Plans that
are approved by Landlord and which result in an additional cost to
Landlord of completing the Tenant Improvements in excess of the
combined total of the Tenant Allowance and the Tenant's Contribution,
Tenant shall pay Landlord prior to construction of such changes, as
additional rent, any increase in the cost of completing the Tenant
Improvements resulting from such changes in the Plans.
59
In the event Tenant, its employees or agents, causes any delays or is
otherwise responsible, in whole or in part, for any additional costs
incurred by Landlord in constructing the Tenant Improvements (other
than additional costs arising due to changes in the Plans as described
above) which are in excess of the combined total of the Tenant
Allowance and the Tenant's Contribution, Tenant shall pay to Landlord
within ten (10) business days of receipt of written notice from
Landlord, as additional rent, any such additional costs incurred by
Landlord. Tenant's failure to timely pay any such amounts to be paid
by Tenant as set forth in this paragraph, at the time and in the
manner set forth in this paragraph, shall be an event of default under
the Lease. Provided that Tenant is not in default under any Lease
provision, in the event the costs incurred by Landlord in connection
with the Tenant Improvements are less than the combined total of the
Tenant Allowance and the Tenant's Contribution, the amount of the
Tenant's Contribution which exceeds the costs incurred by Landlord in
connection with the Tenant Improvements shall be payable to Tenant by
way of a credit against the next installment of Basic Rental due
hereunder.
2. Conflict of Terms: Except as expressly amended herein, all
terms and conditions in the Lease dated November 12, 1991, shall remain
unchanged and in full force and effect. In the event of any conflict between
the terms and conditions of the Lease and the terms and conditions of this
Agreement, the terms and conditions of this Agreement shall control. All
capitalized terms not otherwise defined herein shall have the meaning set forth
in the Lease.
LANDLORD: TENANT:
Tysons Corner Limited Partnership Deltek Systems, Inc.
By: Allegiance Realty Group, Inc.
Its Authorized Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President President
Witness: /s/ ▇▇▇▇ ▇▇▇ Scheinreif Witness:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
2
60
FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE (the "Agreement") is made and entered
into this 18th day of October, 1994, by and between Tysons Corner Limited
Partnership (hereinafter referred to as "Landlord") and Deltek Systems, Inc., a
Virginia Corporation (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have previously entered into a lease
agreement dated November 12, 1991, as amended by a certain First Amendment to
Lease dated July 31, 1992, by a certain Second Amendment to Lease dated July 1,
1994, and by a certain Third Amendment to Lease dated September 30, 1994
(together collectively referred to herein as the "Lease") for the use and
occupancy of certain premises by Tenant (the "Demised Premises") located in the
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
WHEREAS, Landlord and Tenant do hereby intend to amend and modify the
Lease as hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Expansion Space: Suite 210 comprising approximately 1,402
square feet of space in the Building, on the area shown on the
attached site plan identified as Exhibit A and incorporated
herein (the "Expansion Space") is hereby added to the Demised
Premises effective December 1, 1994 for the remaining of the
Term of the Lease, as extend from time to time. The total
square footage for the Demised Premises shall be 38,244.
2. Rental: The total additional Basic Rental for the Expansion
Space shall be equal to $88,793.33, and shall be payable in
equal monthly installments of $2,219.83 per month for a term
commencing December 1, 1994 and terminating March 31, 1998.
Such Basic Rental amounts shall be in addition to the Basic
Rental payable by Tenant for the Demised Premises as set forth
in the Lease. Effective December 1, 1994, the Tenant's
Prorata Share of Operating Expenses and Taxes as set forth in
the Lease, shall hereby be increased by 0.7065% so that
Tenant's total Prorate Share of Operating Expenses and Taxes
shall be 19.3599%. Tenant's occupancy of Suite 210 shall be
subject to all of the general terms and conditions contained
in the Lease.
3. Improvements to the Expansion Space: Landlord agrees to
contribute Twelve Dollars ($12.00) per rentable square foot of
the Expansion Space (the "Tenant Allowance") towards the cost
of constructing certain tenant improvements (the "Tenant
Improvements") for the Expansion Space in accordance with the
space plans (the "Plans") to be approved in writing by both
Landlord and Tenant and attached hereto as Exhibit B. It is
understood and agreed that Landlord's contractors shall
perform the work in connection with the Tenant Improvements.
If the cost to construct the Tenant Improvements pursuant to
the Plans exceeds the Tenant Allowance, then within ten (10)
days of Tenant's receipt of an invoice from Landlord, Tenant
shall pay Landlord, as additional rent, by certified or
cashier's check, an amount equal to the difference between the
cost to construct the Tenant Improvements and the Tenant
Allowance. Tenant agrees it shall not make any
61
changes to the Plans without obtaining the prior written
consent of Landlord. In the event Tenant shall make changes
to the Plans that are approved by Landlord and which result in
an additional cost to Landlord of completing the Tenant
Improvements in excess of the Tenant Allowance, or in the
event Tenant, its employees or agents, causes any delays or is
otherwise responsible, in whole or in part, for any additional
costs in excess of the Tenant Allowance incurred by Landlord
in constructing the Tenant Improvements, Tenant shall pay to
Landlord within ten (10) days of receipt of written notice
from Landlord, as additional rent, by certified or cashier's
check, any such additional costs incurred by Landlord in
excess of the Tenant Allowance. Tenant's failure to timely
pay any such amounts to be paid by Tenant as set forth in this
Paragraph, at the time and in the manner set forth in this
Paragraph, shall be an event of default. In the event, after
the Tenant Improvements have been completed, Landlord
determines that the costs actually incurred to construct the
Tenant Improvements is less than the Tenant Allowance, the
difference between the amount of the Tenant Allowance and the
costs actually incurred to construct the Tenant Improvements
shall be credited against Tenant's next payment of Basic
Rental.
4. Possession. If for any reason the Expansion Space shall not
be ready for occupancy by Tenant by December 1, 1994, this
Lease shall not be affected thereby, nor shall Tenant have any
claim against Landlord by reason thereof, but no Base Rent
shall be payable with respect to the Expansion Space for the
period during which the Expansion Space shall not be ready for
occupancy. All claims for damages arising out of any such
delay are waived and released by Tenant. With respect to the
foregoing, if delivery of possession of the Expansion Space
shall be delayed beyond December 1, 1994, it is understood and
agreed that the commencement of the Lease Term for the
Expansion Space shall be extended to the date that the
Expansion Space is tendered to the Tenant. In the event of
such delay in tendering the Expansion Space to the Tenant the
Landlord shall not be liable to Tenant for any damage
whatsoever resulting from the delay in the delivery of
possession of the Expansion Space. Notwithstanding the
foregoing, it is understood that if and to the extent that
Landlord is unable to deliver timely possession of the
Expansion Space to Tenant due to delays by Tenant, then the
Base Rent reserved for the Expansion Space shall commence to
accrue on the date possession of the Expansion Space would
have been delivered to Tenant but for the delays of Tenant.
If permission is given to Tenant to occupy the Expansion Space
prior to December 1, 1994, such occupancy shall be subject to
all of the provisions of this Lease (including the payment of
Base Rent).
5. Brokerage: Landlord and Tenant represent and warrant to each
other that they have not directly or indirectly dealt with any
broker in connection with this Agreement or the Lease except
as expressly set forth therein. Each party agrees to defend,
exonerate and hold the other harmless from and against any and
all claims for brokerage fees and commissions by reason of its
breach of the aforesaid representation and warranty.
2
62
6. Conflict of Terms: Except as expressly amended herein, all
terms and conditions in the Lease, shall remain unchanged and
in full force and effect. In the event of any conflict
between the terms and conditions of the Lease and the terms
and conditions of this Agreement, the terms and conditions of
this Agreement shall control. All capitalized terms not
otherwise defined herein shall have the meaning set forth in
the Lease.
LANDLORD: TENANT:
Tysons Corner Limited Deltek Systems, Inc., a Partnership
Virginia Corporation
By: Allegiance Realty
Group, Inc.
Its Authorized Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President President
Witness: /s/ ▇▇▇▇ ▇▇▇ Scheinreif Witness: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
3
63
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE (the "Fifth Amendment") is made and
entered into this 30th day of June, 1995 by and between TYSON'S CORNER LIMITED
PARTNERSHIP ("Landlord") and DELTEK SYSTEMS, INC. ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant have previously entered into a lease
agreement dated November 12, 1991, as amended by the First Amendment to Lease
dated July 31, 1992, by the Second Amendment to Lease dated July 1, 1994, by
the Third Amendment to Lease dated September 30, 1994, and by the Fourth
Amendment to Lease dated October 18, 1994 (together collectively referred to
herein as the "Initial Lease") for the use and occupancy of premises consisting
of Suites 210, 220, 250 and 300 by Tenant (the "Initial Premises") located in
the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
WHEREAS, Tenant desires to lease additional space in the Building
consisting of approximately 8,694 square feet of space commonly known as Suite
600 (the "Expansion Space") and Landlord desire to let the Expansion Space to
Tenant on the terms set forth herein (the Initial Premises as expanded by the
Expansion Space shall be referred to as, the "Premises"); and
WHEREAS, Landlord and Tenant desire to further amend the Initial Lease
as set forth herein and to provide for the addition of the Expansion Space to
the Premises (the Initial Lease, as amended by this Fifth Amendment shall be
referred to as, the "Lease").
NOW THEREFORE, in consideration of the mutual covenants and promises
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:
1. DEFINITIONS. Unless otherwise herein defined, all capitalized terms
in this Fifth Amendment shall have the meaning given to them in the
Initial Lease.
2. EXPANSION SPACE. Suite 600 comprising approximately 8,694 square feet
of space in the Building, on the area shown on the attached site plan
identified as Exhibit A and incorporated herein (the "Expansion
Space") is hereby added to the Premises effective as of the "Expansion
Space Commencement Date" (as defined in Paragraph 5 hereof) for the
remainder of the Initial Lease Term and for the "Renewal Term" (as
defined in Paragraph 6 hereof). Effective on the Expansion Space
Commencement Date, the total square footage for the Premises shall be
40,986.
3. BASE RENT AND ADDITIONAL RENT FOR THE INITIAL PREMISES AND FOR THE
EXPANSION SPACE DURING THE REMAINDER OF THE INITIAL LEASE TERM.
Effective July 1, 1995, Tenant shall pay as Base Rent for the Initial
Premises, for the remainder of the Initial Lease Term, a total amount
of One Million Six Hundred Eighty Seven Thousand Two Hundred Fifty
Seven Dollars ($1,687,257.00), payable in installments, in advance, on
the first day of each month during the Initial Lease Term, in the
amount of Fifty One Thousand One Hundred Twenty Nine Dollars
($51,129.00) each.
Tenant shall pay as Base Rent for the Expansion Space, for the period
beginning on the Expansion Space Commencement Date and terminating on
March 31, 1998, a total amount of Four Hundred Forty Thousand Four
Hundred Ninety-Six Dollars
64
($440,496.00), payable in installments, in advance, on the first day
of each month during the Initial Lease Term, in the amount of Thirteen
Thousand Seven Hundred Sixty-Five and 50/100ths Dollars ($13,765.50)
each.
Tenant shall also pay Additional Rent on the Premises during the
remainder of the Initial Lease Term in the same manner set forth in
the Lease.
Effective on the Expansion Space Commencement Date, the Tenant's
Prorata Share of Operating Expenses and Taxes as set forth in the
Lease, shall be increased by 4.38% so that Tenant's total Prorata
Share of Operating Expenses and Taxes shall be 20.64%. Tenant's
occupancy of the Expansion Space shall be subject to all of the
general terms and conditions contained in the Lease.
4. IMPROVEMENTS TO THE EXPANSION SPACE. Landlord agrees to contribute
Twelve Dollars ($12.00) per rentable square foot of the Expansion
Space which totals $104,328.00 (the "Expansion Space Tenant
Allowance") towards the cost of constructing certain tenant
improvements (the "Expansion Space Tenant Improvements") for the
Expansion Space in accordance with the space plans (the "Expansion
Space Plans") to be approved in writing by both Landlord and Tenant
and attached hereto as Exhibit B. It is understood and agreed that
Landlord's contractors shall perform the work in connection with the
Expansion Space Tenant Improvements. Tenant agrees it shall not make
any changes to the Expansion Space Plans without obtaining the prior
written consent of Landlord.
If the cost to construct the Expansion Space Tenant Improvements
pursuant to the Expansion Space Plans exceeds the Expansion Space
Tenant Allowance, or if Tenant shall make changes to the Expansion
Space Plans that are approved by Landlord and which result in an
additional cost to Landlord for completing the Expansion Space Tenant
Improvements in excess of the Expansion Space Tenant Allowance, or in
the event Tenant, its employees or agents, causes any delays or is
otherwise responsible, in whole or in part, for any additional costs
in excess of the Expansion Space Tenant Allowance incurred by Landlord
in constructing the Tenant Improvements, then in any of the foregoing
cases, the additional amounts in excess of the Expansion Space Tenant
Allowance shall be amortized over the remainder of the Initial Lease
Term and the Renewal Term at an interest rate of ten percent (10%) per
annum and payable in monthly installments by Tenant as Additional Rent
under the Lease. In the event the cost of the Expansion Space Tenant
Improvements are in excess of the Expansion Space Tenant Allowance,
Landlord and Tenant will promptly enter into a lease amendment
prepared by Landlord to reflect the adjustments to Additional Rent as
set forth above. Tenant's failure to timely pay any such amounts to
be paid by Tenant as set forth in this Paragraph, at the time and in
the manner set forth in this Paragraph or to sign any such lease
amendment within five (5) business days after submission to Tenant
(except for delays caused by Landlord), shall constitute an event of
default under the Lease.
5. POSSESSION OF THE EXPANSION SPACE. The Expansion Space Commencement
Date shall be the later of (i) August 1, 1995 or (ii) the date on
which preparation of the Expansion Space in accordance with the
Expansion Space Plans is substantially complete, as accelerated by the
number of days of delay caused by the Tenant. The Expansion Space
shall be deemed to be substantially complete when the Tenant
Improvements have been completed with exception of minor
2
65
"punchlist" items. The Expansion Space shall be conclusively presumed
to be delivered and accepted in full compliance with this Fifth
Amendment on the Expansion Space Commencement Date.
If for any reason the Expansion Space shall not be ready for occupancy
by Tenant by August 1, 1995, the Lease shall not be affected thereby,
nor shall Tenant have any claim against Landlord by reason thereof,
but no Base Rent shall be payable with respect to the Expansion Space
for the period during which the Expansion Space shall not be ready for
occupancy. All claims for damages arising out of any such delay are
waived and released by Tenant. Notwithstanding the foregoing, it is
understood that if and to the extent that Landlord is unable to
deliver timely possession of the Expansion Space to Tenant due to
delays by Tenant, then the Base Rent reserved for the Expansion Space
shall commence to accrue on the date possession of the Expansion Space
would have been delivered to Tenant but for the delays of Tenant. If
permission is given to Tenant to occupy the Expansion Space prior to
August 1, 1995, such occupancy shall be subject to all of the
provisions of this Lease (including the payment of Base Rent).
6. EXTENSION OF INITIAL LEASE TERM. The Initial Lease Term is hereby
extended for both the Initial Premises and the Expansion Space for an
additional period of one year (the "Renewal Term") commencing on April
1, 1998 (the "Renewal Term Commencement Date") and terminating on
March 31, 1999 (the "Termination Date").
7. BASE RENT AND ADDITIONAL RENT DURING THE RENEWAL TERM. As of the
Renewal Term Commencement Date, Tenant shall pay as Base Rent rental
on the Premises for the Renewal Term a total amount of Eight Hundred
Two Thousand Ninety-Five and 96/100ths Dollars ($802,095.96), payable
in installments, in advance, on the first day of each month during the
Renewal Term, in the amount of Sixty-Six Thousand Eight Hundred
Forty-One and 33/100ths Dollars ($66,841.33) each.
Tenant shall also pay Additional Rent on the Premises during the
Renewal Term in the same manner as set forth in the Initial Lease.
8. TENANT IMPROVEMENTS TO THE INITIAL PREMISES. Section 5.2 of the
Initial Lease is hereby deleted in its entirety and the following is
substituted therefore:
"Landlord agrees to contribute Two Dollars ($2.00) per rentable square
foot of the Initial Premises totaling $64,584.00 (the "Initial Tenant
Allowance") towards the cost of making minor drywall repairs and
repainting the Initial Premises (the "Initial Premises Tenant
Improvements") at a time to be mutually agreed-upon but, in any event,
prior to the start of the Renewal Term. It is understood and agreed
that Landlord's contractors shall perform the work in connection with
the Initial Premises Tenant Improvements. If the cost of the Initial
Premises Tenant Improvements exceeds the Initial Premises Tenant
Allowance, then such additional amounts in excess of the Initial
Premises Tenant Allowance shall be amortized over the remaining Lease
Term (including the Renewal Term) at an interest rate of ten percent
(10%) per annum and payable in monthly installments by Tenant as
Additional Rent under the Lease. In the event the cost of the Initial
Premises Tenant Improvements are in excess of the Initial Premises
Tenant Allowance, Landlord and Tenant will promptly enter into a lease
amendment prepared by Landlord to reflect the adjustments to
Additional Rent as set forth above. Tenant's failure to
3
66
timely pay any such amounts to be paid by Tenant as set forth in this
Paragraph, at the time and in the manner set forth in this Paragraph
or to sign any such lease amendment within five (5) business days
after submission to Tenant (except for delays caused by Landlord),
shall constitute an event of default under the Lease."
9. CROSS DEFAULT. In the event Tenant shall default under the Lease for
Suite 420 of the Building, as amended from time to time, which default
is not timely cured, such default shall be deemed an event of default
under the Lease and Landlord shall be entitled to enforce any and all
rights and remedies against Tenant as provided for a default therein.
10. AMENDMENT OF RENEWAL OPTION. Sections 1.5 and 1.6 of the Initial
Lease are hereby deleted in their entirety and the following is
substituted therefore:
"OPTION TO RENEW. So long as the Lease is in full force and
effect and Tenant both at the time of exercising the Option to
Renew described in this Paragraph and at the time of the
commencement of the following described Option Period:
(i) is occupying and doing business from the
Premises at the time the Option to Renew
described in this Paragraph is exercised; and
(ii) is not in default under the Lease either at
the time of the exercise of the Option to
Renew described in this Paragraph or at the
time of the commencement of (each of) the
following described Option Period(s); and
(iii) has maintained a history of payments within
the applicable grace period, if any, provided
under the Lease;
Tenant is hereby granted an option to renew the Lease (the
"Option to Renew") for two (2) successive renewal term(s) (the
"Option Period(s)") after the expiration of the Renewal Term,
each commencing upon the day next following the expiration of
the then current Lease Term. The Option Period(s) shall
(each) be for a term of three (3) years. The terms of the
Lease during the Option Period(s) shall be the same as during
the current Lease period except as provided below. The Option
to Renew must be exercised no less than one hundred eighty
(180) days prior to the expiration of the Lease (note: where
applicable, instead of "Lease", recite... "the expiration of
the then current Lease Term") by written notice to Landlord
sent by registered or certified mail, return receipt
requested. In the event Tenant fails to notify Landlord, in
the manner herein specified, this Option to Renew shall be of
no further force and effect.
Base Rent for the Option Period(s) shall be ninety-five
percent (95%) of the then current fair market rate for the
Premises fixed as of
4
67
the date of commencement of the applicable Option Period.
Landlord's determination of the market rate shall be
conclusive on Tenant. This Option to Renew shall be deleted
from the Lease during the Option Period and no further options
to renew shall be in effect. Unless expressly set forth
herein, any tenant concessions initially provided for in the
Lease shall not be deemed applicable to any Option Period.
In no event shall the Base Rent during any Option Period
decrease below the Base Rent then paid by Tenant at the
expiration of the then current Lease Term. Further, this
Option to Renew is personal and unique to Tenant and is not
transferable to any assignee, sublessee or any other successor
in interest to the initial Tenant under the Lease."
11. EXTRAORDINARY SERVICES. As of July 1, 1995, Tenant acknowledges and
agrees that Landlord's actual cost for extraordinary services as
described in Section 6.2 of the Initial Lease shall be at the rate of
$30.00 per unit per hour, subject to change.
12. INCREASE OF BASE AMOUNT FOR COSTS COMPONENT. As of July 1, 1995,
Tenant acknowledges and agrees that the base amount of the Costs
Component of Base Rent set forth in Section 2.1 (a)(B)(ii)(i) of the
Lease is Seven and No/100ths Dollars ($7.00), per square foot in the
Premises.
13. AMENDMENT OF EXPANSION SPACE PROVISIONS. Section 22 of the Initial
Lease and Paragraph 5 of the Second Amendment to Lease are hereby
deleted in their entirety and the following is substituted therefore:
"RIGHT OF FIRST REFUSAL. So long as the Lease is in full
force and effect and Tenant:
(i) is occupying and doing business from
the Premises at the time the
election described in this Paragraph
is exercised;
(ii) is not in default under the Lease
either at the time of the election
described in this Paragraph or at
the effective date thereof; and
(iii) has maintained a history of payments
within the applicable grace period,
if any, provided under the Lease;
Subject to the rights of any current tenants in the Building,
or any of their assignees, sublessees, transferees or
successors-in-interest, which rights may supersede the rights
granted to Tenant pursuant to this Paragraph, Landlord agrees
that prior to renting any of Suites 410, 430 and 440 of the
Building (each of the foregoing suites is individually
referred to as, a "First Refusal Space") to any third party,
Landlord shall notify Tenant of the availability of such
5
68
space (the "Availability Notice"). On or before the
third (3rd) business day after Tenant's receipt of such
notice, Tenant will have the right (the "First Refusal Right")
to send Landlord a notice stating that Tenant elects to rent
the subject First Refusal Space upon the same terms and
conditions set forth in this Lease, except that the Expansion
Space Tenant Allowance with respect to each First Refusal
Space (the "First Refusal Space Tenant Improvements") will be:
(i) prorated over the remaining Lease Term (including the
Renewal Term) at the rate of Twenty-Seven ($0.27) cents per
rentable square foot of First Refusal Space for each month
then remaining on the Initial Lease Term and the Renewal Term
and (ii) construction of the Expansion Space Tenant
Improvements with respect to the subject First Refusal Space
will be governed by the terms of Paragraph 4 of this Fifth
Amendment. To be timely, such notice from Tenant must be
postmarked within the three (3) business day period.
If Tenant timely exercises the First Refusal Right, Landlord
and Tenant will promptly enter into a lease or lease amendment
agreement prepared by Landlord for the First Refusal Space
(the "New Lease") on the Lease terms. Except as expressly set
forth above, Tenant shall accept the First Refusal Space in
its then "as is" condition. If for any reason Tenant fails to
timely exercise the First Refusal Right, or if Tenant properly
exercises the First Refusal Right but thereafter for any
reason (except for delays caused by Landlord) does not enter
into the New Lease within five (5) business days after its
submission to Tenant, Landlord will be free to rent the
subject First Refusal Space to any other prospective tenant
and the First Refusal Right as to such space will be null and
void and without further force and effect throughout the
remainder of the term of the Lease (including the Renewal
Term) or any extensions, modifications or amendments thereof.
Notwithstanding any contrary provision hereof: (a) the New
Lease must (i) be guaranteed by the guarantor(s) of the Lease,
if any, upon a guaranty form which is tendered to Tenant by
Landlord, and (ii) stipulate that any default by Tenant under
the New Lease will be deemed to constitute a like default
under the Lease; (b) Tenant agrees that any default by it
under the Lease will be deemed to constitute a like default
under the New Lease; and (c) this First Refusal Right is
personal and unique to Tenant and is not transferable to any
assignee, sublessee or other successor in interest to the
initial Tenant under the Lease."
14. NO BROKER. Tenant hereby warrants and represents to Landlord that
Tenant has not dealt with any broker, agent or finder in connection
with this Fifth Amendment, and Tenant
6
69
covenants and agrees to indemnify and hold Landlord harmless from and
against any and all loss, liability, damage, claim, judgment, loss or
expense (including but not limited to, attorneys' fees and court
costs) that may be incurred or suffered by Landlord because of any
claim for any fee, commission or similar compensation with respect to
this Fifth Amendment made by any broker, agent or finder claiming to
have dealt with Tenant, whether or not such claim is meritorious.
15. CAPTIONS. The captions used herein are for convenience of reference
only and shall not be deemed to limit or affect the construction and
interpretation of the terms of this Fifth Amendment.
16. CONFLICT OF TERMS. Except as expressly amended herein, all terms and
conditions of the Lease shall remain unchanged and in full force and
effect.
In the event of any conflict between the terms and conditions of the
Lease and the terms and conditions of this Fifth Amendment, the terms
and conditions of this Fifth Amendment shall control.
LANDLORD: TENANT:
TYSON'S CORNER LIMITED DELTEK SYSTEMS, INC.
PARTNERSHIP, an Illinois
limited partnership,
By: Tyson's Corner Partners, Inc., By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
an Illinois corporation, its Its: C.E.O.
general partner,
By: /s/ ▇▇▇ ▇▇▇▇▇▇
Its: VP
7
70
SIXTH AMENDMENT TO LEASE
THIS SIXTH AMENDMENT TO LEASE (the "Agreement") is made and entered into this
2nd day of August, 1996, by and between Tysons Corner Limited Partnership, an
Illinois limited partnership ("Landlord"), and Deltek Systems, Inc., a Virginia
corporation ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have previously entered into a lease agreement
dated November 12, 1991, as amended by the First Amendment to Lease dated July
31, 1992, and by the Second Amendment to Lease dated July 1, 1994, and as
amended by the Third Amendment to Lease dated September 30, 1994, and by the
Fourth Amendment to Lease dated October 18, 1994, and as amended by the Fifth
Amendment to Lease dated June 30, 1995 (collectively, the "Lease") for the use
and occupancy of certain premises by Tenant commonly known as Suites 210, 220,
250, 300 and 600 (the "Initial Premises") located in the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Building"); and
WHEREAS, Landlord and Tenant do hereby intend to amend and modify the Lease as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Expansion Space. Effective on the date of substantial completion of
each of the referenced suites, Suites 410 (consisting of approximately
2,562 rentable square feet), 430 (consisting of approximately 508
rentable square feet), 440 (consisting of approximately 963 rentable
square feet), 710 (consisting of approximately 2,401 rentable square
feet), 750 (consisting of approximately 1,719 rentable square feet),
760 (consisting of approximately 3,959 rentable square feet), and
Suite 790 (consisting of approximately 1,279 rentable square feet)
comprising a total of approximately 13,391 rentable square feet in the
Building, on the area indicated on the site plan on Exhibit A, which
is attached hereto and incorporated herein, (collectively referred to
herein from time to time as the "Expansion Space") shall be added to
the Initial Premises so that as of the completion of the Expansion
Space, the "Premises" (as defined in the Lease) shall consist of
approximately 54,377 rentable square feet. "Substantial completion"
of the Tenant Improvements shall mean the date on which the Tenant
Improvements set forth in the Plan (as defined hereinafter) are
completed, and the individual suite of the Expansion Space is
available for Tenant's occupancy, subject only to the completion of
minor or insignificant details of finish construction, decoration or
mechanical adjustments which do not materially interfere with Tenant's
conduct of business. The date of substantial completion shall not be
extended by reason of Tenant's changes to the Plan or delays caused by
Tenant. The Term of the Lease for the Expansion Space shall be
coterminous with the Lease, such termination date being March 31,
1999, unless sooner terminated pursuant to the terms of the Lease.
Tenant shall execute Landlord's standard Confirmation of Commencement
Agreement, in the form attached hereto as Exhibit B, for each suite of
the Expansion Space to set forth the Commencement Date and term of the
Lease for each respective suite.
2. Delivery of Expansion Space. Tenant acknowledges that the suites
comprising the Expansion Space are currently occupied by other tenants
pursuant to lease agreements entered into between Landlord and such
tenants. Landlord shall use reasonable efforts to notify Tenant of
the delivery date of the suites in the Expansion Space once it obtains
such estimated dates of substantial completion from its contractors.
Notwithstanding the foregoing, it is understood that if and to the
extent that Landlord is unable to deliver possession of the suites of
the Expansion Space to Tenant due to delays caused by Tenant, then the
Base Rent reserved for the respective suites shall commence to accrue
on the date possession of the respective suites would have been
delivered to Tenant but for the delays of Tenant. As of the date of
this Agreement, no delays by Tenant currently exist. In the event
that Tenant
71
occupies any portion of the Expansion Space prior to the date of
substantial completion of such suite, Tenant shall pay Landlord
prorated Base Rent for such suite during the period of occupancy
thereof prior to the date of substantial completion thereof.
3. Rental. Commencing upon the date of substantial completion for each
of the respective suites in the Expansion Space, Base Rent for the
suites shall be payable in advance, in accordance with the provisions
of the Lease, in equal monthly installments as follows:
Monthly Base
Lease Period Rent Rate
------------ ------------
Commencement Date for respective $20.80 per rentable
Expansion Space suite through square foot of space
March 31, 1998
April 1, 1998 through March 31, 1999 $21.37 per rentable
square foot of space
Monthly Base Rent shall be prorated for any partial month of occupancy
of any of the suites in the Expansion Space.
Tenant's Prorata Share of Operating Expenses and Taxes, as set forth
in the Lease, shall be increased based on the square footage of each
suite as of the date of substantial completion of the respective
suites, as confirmed by the Confirmation of Commencement Agreement.
Tenant's occupancy of the Expansion Space shall be subject to all of
the general terms and conditions contained in the Lease, unless stated
otherwise herein.
4. Tenant Improvements. Landlord agrees to contribute an amount of money
(the "Tenant Allowance") calculated at $0.40 per rentable square foot
of the Expansion Space, multiplied by the number of months remaining
in the Lease Term as of the Commencement Date for each individual
suite therein. The Tenant Allowance shall be for the cost of
constructing certain tenant improvements (the "Tenant Improvements")
for the Expansion Space in accordance with the space plan (the "Plan")
to be approved by both Landlord and Tenant within fifteen (15) days of
the date of execution of this Agreement. It is understood and agreed
that Landlord's contractors shall perform the work in connection with
the Tenant Improvements. If the cost to construct the Tenant
Improvements pursuant to the Plan exceeds the Tenant Allowance, then
within ten (10) days of Tenant's receipt of an invoice from Landlord,
Tenant shall pay Landlord, as additional rent, by certified or
cashier's check, an amount equal to the difference between the cost to
construct the Tenant Improvements and the Tenant Allowance. Tenant
agrees it shall not make any changes to the Plan without obtaining the
prior written consent of Landlord. In the event Tenant shall make
changes to the Plan that are approved by Landlord and which result in
an additional cost to Landlord of completing the Tenant Improvements
in excess of the Tenant Allowance, Tenant shall pay to Landlord prior
to construction of such changes, as additional rent, any increase in
the cost of completing the Tenant Improvements in excess of the Tenant
Allowance resulting from such changes in the Plan.
In the event Tenant, its employees or agents, causes any delays or is
otherwise responsible, in whole or in part, for any additional costs
in excess of the Tenant Allowance incurred by Landlord in constructing
the Tenant Improvements (other than additional costs arising due to
changes to the Plan as described above), Tenant shall pay to Landlord
within ten (10) business days of receipt of written notice from
Landlord, as additional rent, any such additional costs in excess of
the Tenant Allowance incurred by Landlord. Tenant's failure to timely
pay any such amounts to be paid by Tenant as set forth in this
Article, at the time and in the manner set forth in this Article,
shall be an event of default.
2
72
5. Brokers. Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this
Agreement other than Insignia Commercial Group, Inc. and that Tenant
knows of no other real estate broker or agent who is or might be
entitled to a commission in connection with this Agreement. Tenant
agrees to indemnify and hold Landlord harmless from and against all
claims made by any broker or finder for a commission in connection
with this Agreement provided that Landlord has not retained such
broker.
6. Release. Tenant expressly acknowledges that it has no, and hereby
releases Landlord from any cause of action, defense, claim or demand
of which Tenant has knowledge, in law or in equity, against Landlord
as of the date hereof, for, upon or by reason of any matter, cause or
thing whatsoever, from the beginning of time to this date, arising out
of, related to or in connection with the Lease, the Premises or the
Building.
7. Conflict of Terms. Except as expressly amended herein, all terms and
conditions in the Lease shall remain unchanged and in full force and
effect, and all capitalized terms not otherwise defined herein shall
have the meaning set forth in the Lease. In the event of any conflict
between the terms and conditions of the Lease and the terms and
conditions of this Agreement, the terms and conditions of this
Agreement shall control.
LANDLORD: TENANT:
TYSONS CORNER LIMITED PARTNERSHIP, DELTEK SYSTEMS, INC., a Virginia
an Illinois limited partnership corporation
By: Tysons Corner Partners, Inc.,
an Illinois corporation,
its general partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Vice President Its: Chairman
Witness: /s/ ▇▇▇▇▇ Olezyk Witness: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 8/5/96 Date: 7/30/96
3
73
CONFIRMATION OF COMMENCEMENT AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of September, 1994, by
and between Tysons Corner Limited Partnership having as its mailing address
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Landlord") and
Deltek Systems, Inc. having its address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Tenant").
WITNESSETH:
WHEREAS, by Lease Agreement dated 12 November 1991, as amended by a certain
First Amendment To Lease dated 31 July 1992, and a Second Amendment to Lease
dated 1 July 1994 (together referred herein as the "Lease") Landlord demised
and leased unto Tenant certain premises consisting of offices having a rentable
floor area of approximately 2,648 square feet ("Demised Premises") and forming
a part of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Office Building which is situated in the
County of Fairfax, State of Virginia, said premises being more particularly
designated in the Lease; and
WHEREAS, the parties desire to evidence the date on which Tenant opened for
business in the Demised Premises and the commencement and expiration dates of
the term of the Lease as provided therein.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Tenant opened for business in the demised premises on
September 19, 1994.
2. The term of the Lease commenced on September 19, 1994 and
shall expire at midnight on March 31, 1998, unless sooner terminated
or extended as provided therein.
3. That the Landlord has satisfactorily fulfilled all of its
duties of an inducement nature, if any.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
WITNESS: LANDLORD: Tysons Corner Limited Partnership
/s/ ▇▇▇▇ ▇▇▇ Scheinrif By: Allegiance Realty Group, Inc.
as Agent for Landlord
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
74
WITNESS: TENANT: Deltek Systems, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
2
75
CONFIRMATION OF COMMENCEMENT AGREEMENT
THIS AGREEMENT is made and entered into this 23rd day of February, 1996, by and
between Tysons Corner Limited Partnership having as its mailing address ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Landlord") and Deltek
Systems, Inc. having its address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Tenant").
WITNESSETH:
WHEREAS, by Lease Agreement dated November 12, 1991, as amended by a certain
First Amendment To Lease dated July 31, 1992, and a Second Amendment to Lease
dated July 1, 1994, a Third Amendment to Lease dated September 30, 1994, a
Fourth Amendment to Lease dated October 18,1 994 and a Fifth Amendment to Lease
dated June 30, 1995 (together referred herein as the "Lease"), Landlord
demised and leased unto Tenant certain premises consisting of offices having a
rentable floor area of approximately 8,694 square feet (the "Demised Premises")
and forming a part of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Building which is situated in
the County of Fairfax, State of Virginia, said premises being more particularly
designated in the Lease; and
WHEREAS, the parties desire to evidence the date on which Tenant opened for
business in Suite 600 and the commencement and expiration dates of the Term of
the Lease as provided therein.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Tenant opened for business in the demised premises on February
6, 1996.
2. The Term of the Lease commenced on February 6, 1996 and shall
expire at midnight on March 31, 1998, unless sooner terminated
or extended as provided therein.
3. That the Landlord has satisfactorily fulfilled all of its
duties of an inducement nature, if any.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
LANDLORD: TENANT:
Tysons Corner Limited Partnership Deltek Systems, Inc.
an Illinois limited partnership
By: Tysons Corner Partners, Inc.
an Illinois corporation,
its general partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFO
▇▇▇ ▇▇▇▇▇▇, CSM CPM
Authorized Signatory
Witness: /s/ ▇▇▇▇▇ Asinsen Witness: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
76
CONFIRMATION OF COMMENCEMENT AGREEMENT
THIS AGREEMENT is made and entered into this 6th day of June, 1996, by and
between Tysons Corner Limited Partnership having as its mailing address ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Landlord") and Deltek
Systems, Inc. having its address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have previously entered into a Lease Agreement
dated November 12, 1991, as amended by a certain First Amendment To Lease dated
July 31, 1992, a Second Amendment to Lease dated July 1, 1994, and a Third
Amendment to Lease dated September 30, 1994; and
WHEREAS, by a Fourth Amendment to Lease dated October 18, 1994 (The November
12, 1991 Lease Agreement and all amendments are collectively referred to herein
as the "Lease"), Landlord demised and leased unto Tenant certain premises
consisting of offices having a rentable floor area of approximately 1,402
square feet (the "Expansion Space") so that as of the Expansion Space
Commencement Date (as defined below), the Demised Premises under the Lease
consists of approximately 32,292 square feet and forming a part of the ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Building which is situated in the County of Fairfax, State of
Virginia, said Demised Premises being more particularly designated in the
Lease; and
WHEREAS, the parties desire to confirm the Expansion Space Commencement Date
and the Lease Termination Date:
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. The Expansion Space Commencement Date is May 3, 1995.
2. The Lease for the Demised Premises shall terminate as midnight
on March 31, 1998 (the "Termination Date"), unless sooner
terminated as provided therein.
3. Landlord has fulfilled and complied with all obligations of
required it pursuant to paragraph 3 of the Fourth Amendment to
Lease.
77
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
LANDLORD: TENANT:
Tysons Corner Limited Partnership Deltek Systems, Inc.
an Illinois limited partnership
By: Tysons Corner Partners, Inc.
an Illinois corporation,
its general partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, CSM, CPM ▇▇▇ ▇▇ ▇▇▇▇▇
Authorized Signatory President
WITNESS: /s/ WITNESS: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
2
78
AMENDMENT TO CONFIRMATION OF
COMMENCEMENT AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of July, 1996, by and
between Tysons Corner Limited Partnership ("Landlord") and Deltek Systems, Inc.
("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have previously entered into a Lease Agreement
dated November 12, 1991, as amended by the First Amendment to Lease dated July
31, 1992, and as amended by the Second Amendment to Lease dated July 1, 1994,
as amended by the Third Amendment to Lease dated September 30, 1994, and as
amended by the Fourth Amendment to Lease dated October 18, 1994 and as further
amended by the Fifth Amendment to Lease dated June 30, 1995 (together referred
to herein as the "Lease"), wherein Landlord demised and leased unto Tenant
certain premises comprising approximately 8,694 rentable square feet (the
"Demised Premises") in the building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Building
which is situated in the County of Fairfax, State of Virginia, said premises
being more particularly described in the Lease; and
WHEREAS, the parties desire to amend the Confirmation of Commencement Agreement
dated February 27, 1996, which was executed by the parties in connection with
the Lease.
NOW, THEREFORE, the parties hereto mutually agree that notwithstanding the
Confirmation of Commencement Agreement to the contrary, the Term of the Lease
shall expire on March 31, 1999, unless sooner terminated or extended as
provided in the Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
LANDLORD: TENANT:
TYSONS CORNER LIMITED PARTNERSHIP, DELTEK SYSTEMS, INC.
an Illinois limited partnership
By: Tysons Corner Partners, Inc., an
Illinois corporation,
its general partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------- ------------------------
▇▇▇ ▇▇▇▇▇▇, CSM, CPM
Authorized Signatory
Witness: /s/ ▇▇▇▇▇ Olezyk Witness: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇