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EXHIBIT 10.8
SECOND AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE (this "Amendment") is made as of the 28th day of
February, 1997, by and between HEM CORPORATION, a Maryland corporation
(hereinafter referred to as "Landlord"), and BEST SOFTWARE, INC., a Virginia
corporation (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant are parities to that certain Lease dated
March 11, 1993, a First Amendment dated 28th day of February, 1995 (the
"Lease"), with respect to certain premises located at 00000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx (the "Building"); and
WHEREAS, the premises leased by Tenant consists of approximately Sixteen
Thousand Eight Hundred Thirty-Seven (16,837) square feet of space located on the
first floor of the Building (the "Premises").
WHEREAS, the parties now desire to supplement and/or modify the terms of
the Lease in the manner set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreement herein contained, Landlord and Tenant agree that the
Lease is hereby modified, amended, and/or supplemented as hereinafter set forth,
and any language of, or provision in said Lease which is inconsistent or is in
conflict with the following, and not hereinafter referred to, shall be deemed
appropriately amended or modified:
1. TERM
Provided Tenant is not in default under any of the terms, conditions,
covenants or agreements of the Lease, Tenant is hereby granted an extension of
the Term (the "Extension Term") for an additional Five (5) year period
commencing on March 1, 1997 (the "Commencement Date") and expiring February 28,
2002 (the "Expiration Date").
2. EARLY LEASE TERMINATION
Provided Tenant is not in default at the time Tenant is to exercise
this option under any of the terms, conditions, covenants or agreements of the
Lease, Tenant shall have the right to terminate this Lease under the following
conditions:
a. Tenant may exercise the right to terminate this Lease upon delivery
of a written notice to Landlord in the Thirtieth (30) month of the Extension
Term.
b. As a result of said notice the Lease will terminate at the end of
the 36th month of the Term.
c. No less than ninety (90) days before the effective date of
termination of this Lease, Tenant shall pay Landlord fifty percent (50%) of the
unamortized cost of the Leasehold improvements provided by Landlord pursuant to
this Lease with the balance to be paid upon termination. These costs shall be
amortized on a straight line basis over the sixty (60) month term.
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3. RENT
Tenant covenants and agrees to pay to Landlord as rental for the
Premises during the Extension Term the following amounts:
a. For the first year of the Extension Term period it is agreed that
the annual minimum rental rate shall be Two Hundred Twenty-Three Thousand Ninety
and 25/100 Dollars ($223,090.25), calculated at $13.25 per square foot, payable
in equal monthly installment of Eighteen Thousand Five Hundred Ninety and 86/100
Dollars ($18,590.86). Rent shall be based on a fullservice lease inclusive of
building standard services and utilities as included in the Lease. The Minimum
Rent shall be increased on each anniversary of the Commencement Date as follows:
Annual Monthly
------ -------
Year 2 $229,782.96 $19,148.58
Year 3 $236,676.45 $19,723.04
Year 4 $243,776.74 $20,314.73
Year 5 $251,090.04 $20,924.17
b. Operating Cost Increases
Commencing with the installment of rent due on the thirteenth (13th)
month of the Extension Term, and thereafter with each monthly installment
of rent due and payable during the Extension Term and any renewal or extension
hereof, Tenant shall pay to Landlord, as additional rent hereunder, one-twelfth
(1/12th) of Tenant's proportionate share (as defined in the Lease) of any
increase in the "Operating Costs" (as defined in the Lease) of the Building for
each "Cost Year" (as defined in the Lease) over the Operating Costs incurred by
Landlord during the "Base Year" (which is defined as July 1, 1993 to June 30,
1994). The "Base Year" amount is Ninety-One Thousand Four Hundred Forty-Seven
Dollars ($91,447.00).
Landlord agrees that the "Operating Costs" for the building
(excluding, however utilities, insurance, and real estate taxes) shall not
increase at a rate greater than five percent (5%) over the previous year's
"Operating Costs".
4. TENANT IMPROVEMENT ALLOWANCE
Landlord agrees to provide Tenant an improvement allowance fund of
Fifty-Two Thousand One Hundred Ninety-Four and 70/100 Dollars ($52,194.70) for
Tenant Improvements, including but not limited to, space design, permits and
construction. Note: this amount includes $0.10 per square foot for test fits.
Any unused allowance will be paid to Tenant directly upon receipt of invoice
from Tenant.
5. RIGHT TO RENEW
Tenant shall have a right to renew the Extension Term of the Lease
for either (a) one (1) period of two (2) years or (b) one (1) period of five
(5) years, provided that Tenant give Landlord written notification six (6)
months prior to the expiration of the Extension Term. The minimum annual rental
rate on the renewal shall be either the lesser of the Tenant's current rent as
escalated or 100% of the market rents on a two (2) year term or 95% of market
rents on a five (5) year term. Market rents shall include market concessions.
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6. BROKER COMMISSION
Landlord shall not pay any outside broker commission in connection
with this transaction.
7. ALTERATIONS
Upon the expiration of the Lease, Tenant shall have no obligation to
remove any improvements or alterations made to the Premises. However, Tenant may
remove alterations, including fixtures, which can be removed without causing
material damage to the Premises or the Building.
8. PARKING
Tenant shall have the right to continue to use parking spaces in the
building lot at a ratio of four (4) per 1,000 rentable square feet of leased
space.
9. MECHANICAL SYSTEMS
Landlord warrants that the Building's mechanical systems are in good
working order as of the Commencement Date.
10. NON-MODIFICATION
The Lease Agreement of March 11, 1993 and the First Amendment to the
Lease dated February 28, 1995, shall be and remain in full force and effect,
except as modified by Second Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
WITNESS/ATTEST: HEM CORPORATION
/s/ Xxxx Xxxxx
----------------------- By:/s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
----------------------
Title: President
----------------------
BEST SOFTWARE, INC.
/s/ Xxxxxx Xxxxx
------------------------ By: /s/ Xxxxx X. Bossermann
Executive Assistant ------------------------
Name: Xxxxx X. Bossermann
------------------------
Title: Chief Financial Officer
------------------------
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AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE (this "Amendment") is made as of the
28th day of February, 1995, by and between HEM CORPORATION, a Maryland
corporation (hereinafter referred to as "Landlord"), and BEST PROGRAMS, INC., a
Virginia corporation (hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant are parties to that certain Lease
dated March 11, 1993 (the "Lease") with respect to certain premises located at
00000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx (the "Building"); and
WHEREAS, the original premises leased by Tenant consists of
approximately Twenty-One Thousand Three Hundred Sixty-Five (21,365) square feet
of space located on the first floor of the Building (the "Original Premises");
and
WHEREAS, Tenant has agreed to vacate a total of Four Thousand
Five Hundred (4,500) square feet of area as shown on Exhibit A-1 attached to
this Amendment and made a part hereof (the "Relinquished Premises"), upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1 . Premises.
(a) Section 1 of the Lease is hereby amended by deleting
the first two (2) sentences in their entirety and inserting the following in
lieu thereof.
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, subject to all of the terms and conditions
hereinafter set forth, that certain area containing
approximately Sixteen Thousand Eight Hundred Sixty-Five
(16,865) square feet of space, designated as Suite No. F-1,
located on the first floor of the building located at 00000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx (the "Building"), which
area is cross-hatched on the floor plan labeled Exhibit A
attached to the Lease, and by this reference made a part
hereof, less the Relinquished Premises which is shown on the
floor plan labeled Exhibit A-1 attached to this Amendment and
by this reference made a part hereof (the "Premises"). The
exact area of the Premises will be determined after completion
of the improvements set forth in Section 3 of this Amendment,
and the measurement of the Premises shall be in accordance
with the Washington, D.C. Association of Realtor's method for
measurement.
(b) Tenant agrees that as of the effective date of this
Amendment, Tenant will surrender the Relinquished Premises broom clean and free
of all furniture, fixtures and equipment. Tenant waives notice to remove and
agrees that Landlord shall be entitled to the benefit of all laws respecting the
summary recovery of possession from a tenant holding over to the same extent as
if statutory notice were given.
2. Rent
(a) Section 4(a) of the Lease is hereby amended by
deleting the chart in its entirety and inserting the following chart in lieu
thereof:
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Basic Rent
Lease Year Basic Annual Rent Basic Monthly Rent Per Square Foot
---------- ----------------- ------------------ ---------------
2/28/95-6/30/95 $224,726.12 $18,727.18 $13.325
7/01/95-6/30/96 $230,375.90 $19,197.99 $13.66
7/01/96-6/30/97 $236,110.00 $19,675.83 $14.00
The Basic Annual Rent shall be adjusted based on the square footage rentals set
forth above after the Premises has been measured.
(b) Section 4(b)(4) of the Lease is hereby deleted in
its entirety and the following is inserted in lieu thereof:
As used herein, Tenant's "proportionate share" shall be
.4505 (45.05%), which share is determined by
dividing Sixteen Thousand Eight Hundred Sixty-Five
(16,865) square feet (the number of rentable square
feet in the Premises), by Thirty-Seven Thousand Four
Hundred Forty (37,440) square feet (the total rentable
area of gross floor space in the Building).
3. Redemising of Premises.
Landlord agrees to perform the following work to accomplish
the partitioning of the Original Premises:
(i) Erect new demising partition in
accordance with building codes, to be
delivered in painted condition;
(ii) Install new access doors and new
security door and remove wall in the
locations shown on Exhibit A-1
attached hereto and made a part
hereof; and
(iii) Provide access to the electric and
telecom rooms shown on Exhibit A-1
upon request by Tenant, which access
may be provided by Landlord's agent
during normal business hours and
outside normal business hours in the
event of an emergency or, in the
alternative in Landlord's sole
discretion, by the installation of an
access door.
4. Right of First Refusal. Section 34 of the Lease is
hereby amended by the addition of the following at the end thereof:
If at any time during the term of this Lease, Ideal
Electronic Security Co., Inc. ("Ideal") vacates the
Relinquished Premises or any portion thereof, Landlord will
deliver written notice to Tenant of the amount of the
Relinquished Premises available to be leased, rental rate
term and other significant terms. Tenant shall have the
right, to be exercised by written notice within ten (10)
days after receipt of Landlord's notice to lease such
space upon the terms and conditions contained in Landlord's
notice. Notwithstanding the foregoing, the rental rate
shall not exceed the market rate for comparable space then
being offered in Xxxxx Xxxxxx Square. If Tenant fails to
respond within (10) days after receipt of Landlord's
notice or fails to execute an amendment to this Lease
adding the Relinquished Premises available, upon the terms
in the
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EXHIBIT A-1
[FLOOR PLAN]
FIRST
FLOOR
NOTES:
------
(1) Landlord to install new door or relocate
existing door as indicated
(2) Landlord to install new security door
with push-button combination lock
(3) Remove wall
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notice, Landlord may thereafter lease such space to
such third party on substantially the terms presented
to Tenant free and clear of any then-existing or future
interest of Tenant.
5. Access to Restrooms. Tenant shall, during all times that
business is being conducted on the Premises provide Ideal or the then-current
occupant of Suite F-2 with unlimited reasonable access to and use of the men's
and women's restroom facilities located in the Premises, at no cost or expense
to Ideal, or the other occupant or Landlord.
6. Miscellaneous. Except to the extent modified by this
Amendment, the Lease shall remain in full force and effect and the parties
hereby ratify and confirm the same. In the event of a conflict between a term or
provision of this Amendment and a term or provision of the Lease, the term or
provision of this Amendment shall control. Any capitalized term used herein
shall have the meaning given to it in the Lease, unless otherwise defined in
this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment of Lease to be executed as of the date first written above.
WITNESS/ATTEST: HEM CORPORATION
-------------------------- By:
-------------------------------
Name
Title:
-----------------------------
BEST PROGRAMS, INC.
/s/ Xxxxxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxx
-------------------------- -----------------------------
Name
Title: Executive VP, CFO
-----------------------------
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LEASE
This Lease is made this day 11th of March, 1993, by and between HEM CORPORATION,
a Maryland corporation (the "Landlord"), c/o Percontco, Inc., 00000 Xxxx Xxxx,
Xxxxxx Xxxxxx, Xxxxxxxx 00000 and BEST PROGRAMS, INC. a Virginia corporation
(the "Tenant").
WITNESSETH:
In consideration of the mutual covenants and promises herein contained,
the parties hereto agree as follows:
1. PREMISES.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
subject to all of the terms and conditions hereinafter set forth, that certain
area containing approximately 21,365 square feet of space, designated as Suite
No. F-1, located on the first floor of the building and associated parking area
(the "Building"), located at 00000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, which
area is crosshatched on the floor plan labeled Exhibit A, attached hereto and by
this reference made a part hereof (the "Premises"). The exact area of the
Premises will be determined after completion of all work shown on Tenant's final
space plan, and the measurement of the Premises shall be in accordance with the
Washington, D.C. Association of Realtors' method for measurement. Minimum Rent
and all additional rent and other charges calculated on a per-square-foot basis
shall be adjusted to the actual number of square feet in the Premises.
2. TERM.
(a) The term of this Lease (the "Term") shall be four (4) years, adjusted
as provided below. The Term shall commence (the "Commencement Date") on the
earlier of the date that is (i) the date as Tenant takes possession or commences
use of the Premises for any purpose whatsoever, or (ii) the date of substantial
completion of the Premises, as reasonably determined by Landlord's
representative, and shall terminate at midnight on the fourth (4th) anniversary
thereof (the "Expiration Date"). The actual Commencement Date and Expiration
Date shall be as set forth in and confirmed by Landlord and Tenant by their
execution of an "Acceptance of Premises Memorandum" in the form attached hereto
as Exhibit B and by this reference made a part hereof.
(b) Tenant shall have the right, as an option appurtenant to the Lease, to
be exercised as hereinafter provided, to renew the Term of the Lease for one (1)
successive period of five (5) years, upon the following terms and conditions
(the "Renewal Term"):
(1) At the time of the exercise of each such right and for the remainder
of the then current Term, Tenant shall not be in default in the performance of
any of the agreements contained in the Lease under section 17(a), beyond the
expiration of stated cure period.
(2) Each extension shall be upon the same terms, covenants, and
conditions as in the Lease provided, except that:
(i) there will be no further privilege of extension of the Term of
this Lease beyond the periods referred to above;
(ii) the Minimum Rent during each such Renewal Term shall be as
follows and shall otherwise be payable in accordance with Section 4 of the
Lease: for the first lease year of Renewal Term an amount equal to ninety-five
percent (95%) of the Then Prevailing Rate (as hereinafter defined);
(iii) The "Then Prevailing Rate" shall mean the prevailing rental
rate for space similar in quality to the Premises, quoted to prospective tenants
of other buildings in the Reston, Virginia, office park known as "Xxxxx Xxxxxx
Square" (taking into account concessions, including rent abatements and building
allowances), and, as of the date seven (7) months prior to the expiration of the
then current Term, per square foot of leasable area, multiplied by the number of
square feet in the Premises. Landlord will give Tenant written notice of the
"Then Prevailing Rate" at least seven (7) months prior to the expiration of the
then-current Term, and
(iv) commencing with the second Lease Year of the Renewal Term and
for each Lease Year thereafter, the Minimum Rent shall be increased annually
during the Renewal Term to an amount equal to the Minimum Rent for the prior
lease year multiplied by One Hundred Two and one-half percent (1.025%).
(3) Tenant shall exercise its right to any renewal of the Term of this
Lease by notifying Landlord of Tenant's election to exercise such right at
least six (6) months prior to the expiration of the then-existing Term of this
Lease; provided, however, if Landlord is late in delivering to Tenant the
notice referred to in Section 2(b)(2)(iii), the time for Tenant's renewal
notice will be extended for the same period of delay. Upon the giving of
Tenant's renewal notice, this Lease shall be deemed renewed for the specific
period, subject to the provisions of this Lease, without execution of any
further instrument.
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3. CONSTRUCTION OF LEASE SPACE IMPROVEMENTS.
In accordance with the final space plan prepared by Tenant and approved by
Landlord, which will not be unreasonably withheld or delayed, Tenant will
perform or cause to be performed the work described therein. Landlord will
tender the Premises to Tenant upon execution of this Lease. Tenant's acceptance
of possession of the Premises shall mean that Tenant has accepted the Premises
and their condition, and that the Premises are satisfactory as delivered. Tenant
shall be responsible for obtaining all use and occupancy permits and
certificates and agrees to promptly apply for and diligently pursue their
issuance. Landlord agrees to provide Tenant with an allowance of up to $256,380
toward improvements, working drawings, permits and construction management on
the premises (the "Improvement Allowance"), and an additional allowance of up to
$10,682.50 toward space planning (the "Space Planning Allowance"). Landlord will
advance funds on account of the improvement allowance as work has been
completed, as reasonably determined by Landlord's representative, provided,
however, that Landlord may retain the last ten percent (10%) of the Improvement
Allowance until Tenant has delivered lien waivers from all laborers and
suppliers and Landlord's representative has determined that the Premises are
substantially complete. Landlord will advance funds on account of the Space
Planning Allowance upon receipt of invoices for such services. Any unused
portion of the Improvement Allowance and Space Planning Allowance may be applied
as a credit against monthly installments) of minimum rent, as designated by
Tenant.
4. RENT.
Tenant covenants and agrees to pay to Landlord as rental for the Premises
during the Term the following amounts:
(a) For the first lease year, as minimum annual rental (the "Minimum
Rent"), at the rate of $13.00 per square foot, Two Hundred Seventy-Seven
Thousand Seven Hundred Forty-Five Dollars ($277,745) payable in advance in equal
monthly installments of Twenty-Three Thousand One Hundred Forty-Five Dollars and
42/100 ($23,145.42), each on the first day of each month without notice, demand,
offset, deduction or abatement except as expressly set forth in this Lease. If
the Term commences on any day of the month other than the first, the Minimum
Rent for the unexpired portion of such month shall be prorated and shall be due
on the first day of the Term. The Minimum Rent shall be increased on each
anniversary of the Commencement Date as follows:
Annual Monthly
------ -------
Year 2 $284,688.63 $23,724.06
Year 3 $291,805.85 $24,317.16
Year 4 $299,101.00 $24,925.09
(b) Operating Cost Increases
(1) Commencing with the installment of rent due on the thirteenth
(13th) month of the Term, and thereafter with each monthly installment of rent
due and payable during the Term and any renewal or extension hereof, Tenant
shall pay to Landlord, as additional rent hereunder, one-twelfth (1/12th) of
Tenant's proportionate share (as hereinafter defined) of any increase in the
"Operating Costs" (as hereinafter defined) of the Building for each "Cost Year"
(as hereinafter defined) over the Operating Costs incurred by Landlord during
the "Base Year" (as hereinafter defined).
(2) As used herein, the term "Operating Costs" shall mean all
expenses and costs (but not specific costs which are separately billed to and
paid by specific tenants) of every kind and nature which Landlord shall pay or
become obligated to pay because of or in connection with owning, operating,
managing, painting, repairing, insuring and cleaning the Building and the
parking area. The term "Operating Costs" shall include any and all general real
estate taxes, including assessments, as valorem charges, special benefit
assessments, gross foot benefits charges, water and sewer rights and all other
governmental or public charges or impositions of every kind and nature
whatsoever, general and special, extraordinary as well as ordinary, foreseen and
unforeseen, which may be levied, assessed or imposed upon the land, Building,
all improvements located upon the tax parcel or parcels of which the Premises or
the Building are a part during any year or partial year during the Term or on
the rents received from the Building if in the nature of a capital levy, and all
expenses and fees, including attorneys' fees, incurred by Landlord in
contesting, appealing and/or negotiating with the public authorities as to any
of the above. Operating costs shall include a management fee that is consistent
with management fees paid to independent property managers on a good faith,
arm's length basis for the management of first-class office buildings of size
and location similar to those of the Building; provided, however, that during
the initial Lease Term such management fee payable to any affiliate of Landlord
shall not exceed in any Lease Year (but for purposes of calculating Operating
Charges under this Lease only) an amount equal to four percent (4%) of the
gross rents or receipts received by Landlord from tenants or occupants in the
Building. The provisions of this clause shall not be construed as a limit on
any management fee actually payable by Landlord to any affiliate of Landlord.
(3) As used herein, the term "Base Year" shall mean the initial
twelve (12) months of occupancy beginning with the Commencement Date, and the
term "Cost Year" shall mean each twelve (12) months commencing with January 1
and ending on December 31.
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(4) As used herein, Tenant's "proportionate share" shall be
fifty-four and three-tenths of a percent (54.3%), which share is determined by
dividing 21,365 square feet, the number of square feet in the Premises, by
39,393 square feet, the total area of gross leasable floor space in the
Building, inclusive of common areas inside the Building.
(5) Within ninety (90) days after the end of each Cost Year during
the Term and the Cost Year following the year in which this Lease terminates,
Landlord shall deliver to Tenant a statement setting forth the amount of
operating Costs paid or incurred by Landlord during the immediately preceding
Cost Year and comparable figures for the Base Year, together with a full
itemized statement thereof. Tenant's liability for payment of such additional
rent shall commence with the said thirteenth (13th) month of the Term, even
though the aforesaid statement of such increase shall be delivered on a date
subsequent to when the additional rent shall accrue. Operating Costs shall not
include legal fees relating to the enforcement of any particular lease; legal
fees, brokers' commissions, marketing expenses and similar costs incurred by
Landlord in connection with the leasing of space in the Building; legal fees and
court costs incurred by Landlord in enforcing any lease of space in the
Building; legal fees and other professional fees not related to the management,
operation, repair and maintenance of the Building; income taxes, estate taxes
and similar taxes for which Landlord or any affiliate is liable; fines, finance
charges, late charges, penalties or similar charges arising from the act or
omission of Landlord or its agent imposed upon Landlord or any affiliate of
Landlord for nonpayment or delay in the payment of any obligation of any kind
including, without limitation, utility company charges, service contract
installment payments and taxes (unless such charges or penalties relate to
payments not made or delayed because of Tenant's failure to pay when due any
payment of Tenant's proportionate share of operating Costs as required pursuant
to this Lease or unless due to a good faith dispute between Landlord and the
supplier of any such services); depreciation of the Building; advertising and
promotional expenditures; financing costs and debt service payments; ground
rents; premium costs incurred in performing work or furnishing services for any
tenant of space in the Building to the extent such work either is paid for by
such tenant or amounts for "premium" work that exceeds the work or service that
Landlord is obligated to furnish at Landlord's expense or that Landlord is
offering to perform for all tenants within the Building; capital expenditures
for correcting construction defects or equipment defects to the extent warranty
coverage for such work is available; costs of any curative action required for
any repair, replacement or alteration made by Landlord to remedy damage caused
by or resulting from its negligence or the negligence of its affiliates,
employees, agents or servants and not covered by insurance policies required to
be obtained by Landlord or its affiliates, employees, agents or servants or by
Tenant or other tenants of the Building; costs of any special services or
utilities charged to and paid for by a particular tenant of space in the
Building; or expenditures for any alteration, renovation, redecoration,
subdivision, layout or finish of any tenant space in the Building performed in
connection with the readying of such space for occupancy thereof by a tenant or
in connection with the renewal of any lease by an existing tenant. If Tenant
timely gives such notice to Landlord (and pays the amount due from Tenant, if
any, or receives the credit against Minimum Rent due from Landlord, if any, all
as set forth in such statement), then for a period of sixty (60) days following
the date of such notice Tenant shall have the right to either (1) begin an
inspection and/or audit of Landlord's books and records relating to Operating
Costs and the information set forth in such statement (with such inspection
and/or audit to take place during regular business hours, at Landlord's place of
business and following reasonable advance notice to Landlord), or (2) have an
independent certified public accountant designated by Tenant and approved by
Landlord (which approval shall not be unreasonably withheld, conditioned or
delayed) do so for Tenant. Landlord shall cooperate in providing at Tenant's
reasonable cost any photocopies of such books and records that might be
requested during the course of such inspection and/or audit. Any such inspection
and/or audit, once begun, shall be pursued to completion in a reasonably
diligent and expeditious manner. Tenant shall give Landlord a copy of the audit
report. Tenant agrees to keep all information confidential. If the audit
discloses an overpayment by Tenant, the excess shall be credited to the next
payment of rent. If the audit discloses an underpayment by Tenant, Tenant shall
pay the amount due with the next installment of rent.
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(6) Anything contained in the foregoing provisions of this Section 4
to the contrary notwithstanding, the Landlord shall be entitled, at its
discretion, to make from time to time during the Term a reasonable estimate of
the increase in Operating Costs which may become due hereunder with respect to
any Cost Year or partial Cost Year, and to require Tenant to pay to the Landlord
on the account of the increase in Operating Costs for such Cost Year or partial
Cost Year, without offset or deduction, such estimated increase in Operating
Costs in equal monthly installments. In the event that the total of these
estimated monthly installments (if any) paid by Tenant is less than Tenant's
share of the increase in Operating Costs as shown by Landlord's statement of
Operating Costs, Tenant shall pay the balance due and owing to Landlord within
ten (10) days of receipt by Tenant of said statement. In the event that the
total of these estimated monthly installments paid by Tenant exceeds Tenant's
share of the increase in Operating Costs for such Cost Year or partial Cost Year
as shown by said statement, Landlord shall apply any such excess to Tenant's
next accruing monthly installment(s) of Tenant's additional rent, or, if in the
event of a partial Lease Year at the end of the Term hereof, provided Tenant is
not in default hereunder, Landlord shall pay any such excess promptly to Tenant.
(c) Utilities
Landlord will submeter gas, electricity, water and sewer at
Landlord's expense. Tenant shall pay Landlord, as additional rent, the cost of
all gas, electricity, water and sewer services used or consumed at the Premises
in excess of $38,457 per Lease Year, which amount shall be increased 1.025% each
Lease Year. The term "Lease Year" shall be the twelve (12) month period
commencing on the Commencement Date, if the Term begins on the first day of a
month, or if the Term does not begin on the first day of a month, on the first
day of the first month following the Commencement Date and each successive
twelve (12) month period thereafter during the Term. Landlord shall xxxx Tenant
periodically (and expects to xxxx Tenant quarterly) and Tenant shall pay
Landlord the cost of all utilities in excess of a prorated portion of the
$38,457 base utility cost, based on the time period covered by such xxxx.
(d) All sums other than Minimum Rent payable under any provision of this
Lease shall be deemed and shall constitute additional rent, and upon failure of
Tenant to pay any such sum, Landlord shall be entitled to exercise any and all
rights and remedies contained herein for failure to pay Minimum Rent.
(e) Late Charges
If Tenant shall fail to pay any installment of Minimum Rent, additional
rent, or other charges after the same becomes due and payable, such unpaid
amounts shall bear interest from the due date thereof to the date of payment at
the annual rate of two percent (2%) over the fluctuating and floating prime rate
as published in The Wall Street Journal on the date the Minimum Rent payment was
initially due and will not accrue until the expiration of the grace period and
paragraph 17(a)(1). In addition, if Tenant shall fail to pay any installment of
Minimum Rent, additional rent or other charges, within ten (10) days after the
same becomes due and payable, more than two (2) times in any twelve (12) month
period, then Tenant shall also pay to Landlord a late payment service charge
(covering administrative and overhead expense) equal to the greater of (i) One
Hundred Dollars ($100.00), or (ii) one half of one percent (0.5%) of such unpaid
sum per day for each calendar day or part thereof after the due date of such
payment that such payment has not been received by Landlord. The provisions
herein for late payment service charges shall not be construed to extend the
date for payment of any sums required to be paid by Tenant hereunder or to
relieve Tenant of its obligation to pay all such sums at the time or times
herein stipulated.
5. USE OF PREMISES.
(a)Tenant may use and occupy the Premises for office, warehouse, and/or
assembling computer software products, and for no other purpose, except with the
prior written consent of Landlord. Tenant shall not at any time leave the
Premises vacant, but shall, in good faith, continuously throughout the Term
actively conduct and carry on in the entire Premises, in an efficient, dignified
and reputable manner, in accordance with high standards of operation, the use
stated herein.
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(b)Tenant will not use, occupy or permit the use or occupancy of the
Premises for any purpose which is, directly or indirectly, forbidden by law,
ordinance, or governmental or municipal regulation or order, or which may be
dangerous to life, limb, or property; or permit the maintenance of any public or
private nuisance; or do or permit any other thing which may be against policy or
disturb policy or disturb the quiet enjoyment of any other tenant of the
Building or in any way injure or annoy any other tenant or those having business
with any other tenant of the Building; or keep any substance or carry on or
permit any operation which might emit offensive odors or conditions into other
portions of the Building; or use any apparatus which might make undue noise or
set up vibrations in the Building; and will not commit any act which might, in
the exclusive judgment of Landlord, damage Landlord's goodwill or reputation, or
tend to injure or depreciate the Building.
6. SERVICES.
(a)Provided Tenant is not in default beyond applicable period of cure as
described in Section 17 hereof, Landlord shall furnish or cause public utilities
to furnish the following services during the Term:
(1) Air conditioning and heating, in season, and at such
temperatures and in such amounts as reasonably required for general office
purposes, in Landlord's judgment, to achieve a temperature of approximately 75
degree F when the outside temperature is higher than 90 degrees F, and to
achieve a temperature of approximately 68 degrees F when the outside temperature
is no less than 30 degrees F.
(2) Adequate tempered water, for normal and customary drinking,
lavatory and cleaning purposes.
(3) Proper facilities to furnish sufficient electrical power in
accordance with Tenant's final space plan.
(4) Daily janitorial service (weekdays only), excluding Federal
holidays.
(b)Landlord shall not be liable for any failure to furnish, or any delay
or suspension in furnishing, any of the utilities or the services above if such
failure is attributable to breakdown, maintenance, a shortage of materials,
supplies, labor services or from any other cause whatsoever, including heat
generated by Tenant's equipment or machinery. Landlord reserves the right to
interrupt, curtail, reduce or suspend the services required to be furnished by
Landlord hereunder when the necessity therefor arises by reason of accident,
emergency, mechanical breakdown, maintenance or when required by any law, order
or regulation of any federal, state, county, or municipal authority, or for any
other cause beyond the control of Landlord. Landlord shall use due diligence to
complete all repairs required of Landlord hereunder. No diminution or abatement
of rent or other compensation shall be claimed by Tenant as a result therefrom,
nor shall this Lease or any of the obligations of Tenant hereunder be affected
or reduced by reason of such interruption, curtailment, reduction or suspension,
except as set forth below. Landlord reserves the right to curtail or suspend any
utility, service or Building system when necessary or desirable in the
reasonable judgment or Landlord, by reason of accident, emergency, repairs,
alterations, replacements or improvements or any other reason whatsoever, until
such cause has been removed or remedied. With respect to a nonemergency
curtailment or suspension, Landlord shall provide Tenant, to the extent
practicable, with reasonable prior notice of such curtailment or suspension. If
Tenant requests in writing that Landlord reschedule any such nonemergency
curtailment or suspension to minimize the impact thereof on Tenant's work
schedule, then Landlord shall reschedule such nonemergency curtailment or
suspension to the extent practicable; provided, however, that if Tenant refuses
entry to any party attempting to remove or remedy the situation notwithstanding
that Tenant had theretofore approved such entry time, Tenant shall be
responsible to Landlord (and shall reimburse Landlord promptly upon demand) for
any costs (including any increase in service charges) resulting from such action
of Tenant. In the event of Landlord's failure or inability to furnish any of the
utilities or services required to be furnished by Landlord hereunder, Landlord
shall not have any liability to Tenant; provided, however, that landlord shall
use good faith efforts to restore such failure or inability so long as such
failure or inability is within Landlord's reasonable control and to expend
reasonable sums to minimize the period of time over which any interruption of a
utility, service or Building system extends; and provided further, however, that
if any utility, service or Building system is interrupted on account of a cause
within Landlord's reasonable control and such interruption continues for more
than one (1) business day after Landlord's receipt of written notice from Tenant
identifying such interruption and as a result thereof all or a portion of the
Premises become uninhabitable, then Tenant shall be entitled to a pro rata
abatement of rent for the portion of the Premises that becomes uninhabitable and
actually is not occupied by Tenant. Such abatement of rent shall be retroactive
to the first business day of the interruption and shall remain in effect until
the utility, service or Building system is restored in a manner that renders the
uninhabitable portion of the Premises habitable, or Tenant recommences use,
whichever first occurs. Any interruption in any utility, service or Building
system that might give rise to a claim by Tenant for abatement of rent pursuant
to this Section shall be deemed an emergency for purposes of this Lease allowing
Landlord immediate access to the Premises. If any public utility or governmental
body requires Landlord or Tenant to restrict the consumption of any utility or
reduce any service to the Premises or the Building, Landlord and Tenant shall
comply with such requirements whether or not the utilities and services referred
to in this Section 6 are thereby reduced or otherwise affected, without any
abatement, deduction, set-off, rebate or adjustment to the Base Rent or
additional rent payable hereunder. Landlord shall recalculate its estimate of
increases in Operating Costs in accordance with Section 4 above in the event of
any such action, however.
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7. REPAIRS.
(a)Tenant shall at all times, at its own expense, keep and maintain the
Premises, its fixtures, furnishings, equipment and decorations in good order,
and in the condition and repair required for the proper conduct of its business.
Tenant shall make all necessary repairs and replacements to the Premises, as and
when needed to preserve the Premises in good working order and condition, in
accordance with and subject to the provisions of Section 9 of this Lease. All
damage or injury to the Premises and to its fixtures, appurtenances or equipment
or to the Building, or to its fixtures, appurtenances or equipment caused by
Tenant shall be repaired, restored, or replaced promptly by Tenant, subject to
the provisions of Section 9, at Tenant's sole cost and expense. All repairs,
restorations, and replacements shall be in quality and type, at least equal to
the original work or installations.
(b)Landlord shall keep the exterior walls, load bearing elements,
foundations, pipes and conduits, roof and common areas that form a part of the
Building and the building standard mechanical, electrical (including building
standard light fixtures and building standard light bulbs), HVAC and plumbing
systems that are provided by Landlord in the operation of the Building, clean
and in good operating condition and shall make all required repairs thereto.
Notwithstanding any of the foregoing to the contrary, maintenance and repair of
special tenant areas , facilities, finishes and equipment (including, but not
limited to, any special fire protection equipment, telecommunications and
computer equipment, kitchen/galley/coffee equipment, supplementary
air-conditioning equipment (including, but not limited to, the computer room
HVAC unit) and all other furniture, furnishings and equipment of Tenant and any
Alterations (as hereinafter defined) made by Tenant) shall be the sole
responsibility of Tenant. Landlord may, at its option and at the sole cost and
expense of Tenant, make any repair or replacement which Tenant is obligated to
make pursuant to subparagraph (a) above, and which after due notice Tenant
refuses to make, and Tenant shall pay the cost hereof, which shall include an
administrative fee of fifteen percent (15%) , to Landlord upon demand.
Landlord's sole obligation is to maintain the roof, structural walls and
existing mechanical and electrical equipment in "as is" condition.
8. SURRENDER OF PREMISES.
Tenant shall surrender the Premises to Landlord at the termination of this
Lease broom clean and in substantially the same condition as existed at the
Commencement Date, reasonable wear and tear and unavoidable damage by the
elements, fire or other insured casualty excepted. At the end of this Lease,
Tenant shall have the right to and shall remove its personal property and
movable trade fixtures and shall restore any damage to the Premises caused by
the removal.
9. ALTERATIONS.
(a)The original improvement of the Premises shall be in accordance with
Tenant's plans and specifications approved by Landlord. Tenant shall not make or
permit anyone to make any interior alterations, decorations, additions or
improvements to the Premises without the prior written consent of Landlord,
which consent Landlord may not unreasonably withhold. In no event shall any
structural or exterior repair change or modification to the Building, the
Premises, or the heating, electrical or plumbing services be made by Tenant or
employees or agents of Tenant without Landlord's prior written consent, which
Landlord may withhold in its sole and absolute discretion. Any approved repairs,
alterations, decorations, additions or improvements shall be made by licensed
contractors and mechanics approved by Landlord, in accordance with the
applicable laws and ordinances of any public authority having jurisdiction over
the Building and with the building code and zoning regulations of any such
authority and with any rules and regulations established from time to time by
the Underwriters Association of the local area.
(b)All alterations, improvements, additions or fixtures whether installed
after the execution of this Lease, shall remain upon the Premises at the
termination of this Lease and upon such termination shall become the property of
Landlord, unless Landlord shall, no later than ten (10) days after the
termination of this Lease, have given written notice to Tenant to remove the
same, in which event Tenant will remove such alterations, improvements and
additions and restore the Premises -- in the same good order and condition in
which they were prior to the installation of such alterations, improvements,
additions or fixtures. Should Tenant fail to do so, Landlord may do so,
collecting, at Landlord's option, the reasonable cost and expense thereof from
Tenant as additional rent.
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(c)In making any approved alterations, additions or improvements, Tenant
shall promptly pay all contractors, materialmen and laborers, so as to minimize
the possibility of a lien attaching to the Building, or attaching to any portion
of the real property on which said Building is located. Should any such lien be
made or suit be filed therefor, Tenant shall bond against or discharge the same
within ten (10) days after the said filing of suit.
(d)Tenant will defend, indemnify and hold Landlord harmless from and
against, any and all expenses, liens, claims or damages, including attorneys'
fees, to person or property which may or might arise, directly or indirectly, by
reason of the making of any repairs, alterations, decorations, additions or
improvements by Tenant, including without limitation, the installation or
operation of equipment or machinery requiring Landlord's consent under
subparagraph (d) of this Section 9. If any repair, alteration, decoration,
addition, installation or improvement is effected without the prior written
consent of Landlord, Landlord may remove or correct the same and Tenant shall be
liable for any and all reasonable expenses of this work. All rights given to
Landlord herein shall be in addition to any other right or remedy of Landlord
contained in this Lease.
10. ASSIGNMENT AND SUBLETTING.
(a)Tenant shall not assign, mortgage, encumber, or in any manner transfer
this Lease or any estate or interest therein or sublet or permit the Premises or
any part thereof to be used by others without the prior written consent of
Landlord, which consent Landlord may withhold in its sole and absolute
subjective discretion. Notwithstanding any of the foregoing to the contrary, and
provided that no event of default exists and is continuing hereunder, Landlord
shall not unreasonably withhold or delay its consent to any proposed assignment
or subletting of the Premises if (i) the use of the Premises pursuant to such
assignment or sublease is in compliance with Section 5(a) hereof; (ii) the
proposed assignee or subtenant is of a type and quality consistent and
compatible with a first-class office building and with the Building and its
tenants; (iii) Landlord is reasonably satisfied with the financial condition and
liquidity of the assignee under any such assignment or the sublessee under any
such sublease; (iv) the initial Tenant remains fully liable as a primary obligor
for the payment of all rent and other charges payable hereunder and for the
performance of all its other obligations hereunder; and (v) the proposed
assignee and subtenant assumes the obligation of Tenant under this Lease in a
written instrument reasonably satisfactory to Landlord. No assignment or
transfer of this Lease may be effected by operation of law or otherwise without
Landlord's prior written consent. Consent by Landlord to one or more assignments
or sublettings shall not operate as a waiver of Landlord's rights as to any
subsequent assignments or sublettings. Any attempted transfer, assignment or
subletting in violation of the foregoing sentence shall be void and confer no
rights upon any third person, and the acceptance of rent by Landlord from any
such assignee or sublessee shall not operate as a waiver of Landlord's rights
hereunder or as a consent to any such assignment or subletting, notwithstanding
any assignment or subletting to which Landlord may consent. Tenant shall at all
times remain fully responsible and liable for the payment of the rent herein
specified and for compliance with all of its other obligations under this Lease.
The term "sublet" shall be deemed to include the granting of licenses,
concessions, and any other rights of occupancy of any portion of the Premises.
(b)It is expressly understood and agreed that this Lease and all rights of
Landlord hereunder shall be fully and freely assignable by Landlord without
notice to, or consent of, Tenant.
(c)In the event of the transfer and assignment by Landlord of its interest
in this Lease, Landlord shall thereby be released from any further
responsibility hereunder, and Tenant agrees to look solely to such successor in
interest of the Landlord for performance of such obligations. Any security given
by Tenant to Landlord to secure performance of Tenant's obligations hereunder
may be assigned and transferred by Landlord to such successor in interest of
Landlord; and, upon receipt of such security, Landlord shall thereby be
discharged of any further obligation relating thereto. The term "Landlord" as
used in this Lease shall mean the owner of the Building, at the time in
question, and in the event of the transfer (whether voluntary or involuntary) by
such owner of its interest in the Building, such owner shall thereupon be
released and discharged from all covenants and obligations of the Lease
thereafter accruing, but such covenants and obligations shall be binding during
the Term upon each new owner for the duration of such owner's ownership.
11. INSURANCE.
(a) Tenant shall not do, suffer to be done, keep or suffer to be kept,
anything in, upon or about the Premises which will contravene or invalidate any
insurance policy insuring against loss or damage by fire or other hazards,
including but not limited to public liability, or which will prevent such
policies from being procured or renewed upon terms and with companies
acceptable to Landlord, in Landlord's sole discretion. If anything is done,
omitted to be done or suffered to be done by Tenant, or kept or suffered by
Tenant to be kept in, upon or about the Premises, which shall cause the rate of
fire or other insurance on the Premises or the Building in companies acceptable
to Landlord to be increased, Tenant shall pay the entire amount of such
increase, as additional rent hereunder, promptly upon Landlord's demand
therefor.
(b) Tenant shall procure and maintain throughout the Term a policy or
policies of insurance, at its sole cost and expense, insuring Tenant, and
naming Landlord as an additional insured, as its interests may appear, and any
other persons designated by Landlord, against any and all liability for injury
to or death of a person or persons, and for damage to or destruction of
property occasioned by or arising out of or in connection with the use or
occupancy of the Premises, or by the condition of the Premises, and including
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contractual indemnity coverage, the limits of such policy or policies to be in
an amount not less than One Million Dollars ($1,000,000.00) on a single
occurrence basis, or such other amount as Landlord may require (if a higher
amount of coverage is commercially reasonable for prudent business engaged in
activities similar to Tenant's business activity), such coverage to be written
by an insurance company or companies licensed to do business in the commonwealth
of Virginia and satisfactory to Landlord. Such policies shall be
non-surrenderable and non-cancelable except after thirty (30) days' written
notice to Landlord and any mortgagee designated by Landlord, and shall contain
an endorsement that such policy shall remain in full force and effect
notwithstanding that the insured has waived its right of action against any
party prior to the occurrence of a loss. Such policies or duly executed
certificates of insurance shall be delivered to Landlord prior to the
Commencement Date and evidence of renewal shall be delivered to Landlord at
least thirty (30) days prior to the expiration of the respective policy term.
(c)Tenant agrees at all times at its expense to keep all personal property
including furnishings, merchandise and inventory, situated within the Premises
insured against fire, with extended coverage, including vandalism and malicious
mischief endorsements with sprinkler leakage coverage, in an amount equal to
full insurable value and sufficient to avoid Landlord's becoming a co-insurer on
partial losses thereof, with such reasonable deductibles as Landlord shall
approve. Such insurance shall be carried with an insurance company or companies
licensed to do business in the Commonwealth of Virginia and satisfactory to
Landlord, and shall be in a form satisfactory to Landlord and shall name
Landlord and any other persons designated by Landlord as additional insurers
thereunder. Such insurance shall be non-surrenderable and non-cancelable except
after thirty (30) days' notice to Landlord and any mortgagee designated by
Landlord. Such policies or duly executed certificates of insurance shall be
delivered to Landlord prior to the Commencement Date, and renewals thereof as
required shall be delivered to Landlord at least thirty (30) days prior to the
expiration of the respective policy term. Tenant shall have the right to
self-insure.
(d)Landlord shall maintain fire insurance with extended coverage insuring
the base Building (but not any alterations or any personal property or other
property of any tenant, including Tenant) through either (a) a "master" or
"blanket" policy covering the Building and other properties of Landlord and
affiliates of landlord providing coverage for the Building in an amount not less
than ninety percent (90%) of estimated replacement cost (when the value of the
base Building is averaged with the values of the other properties covered by
such master policy) but permitting the payment of the full replacement cost of
the base building of any single property covered thereby (up to such policy's
maximum amount) or (b) a policy covering the Building providing coverage for the
Building in an amount not less than one hundred percent (100%) of estimated
replacement cost.
12. LIABILITY OF LANDLORD.
(a)Any provision in this Lease to the contrary notwithstanding, except for
injury to property or person caused by Landlord's negligence or misconduct,
Landlord shall not be liable to Tenant or to Tenant's employees, sub-tenants,
agents, licensees, concessionaires, guests, or invites, or to any other person
whomsoever, for any injury to person or damage to property on or about the
Building or the Premises caused by or arising out of Tenant's use or occupancy
of the Premises and the conduct of its business therein or arising out of any
breach or default by Tenant in the performance of its obligations hereunder; and
Tenant hereby agrees to defend and indemnify Landlord and hold it harmless from
any loss, cost, or expense (including attorneys' fees) arising out of any such
claimed damage or injury.
(b)Unless caused by Landlord's negligence or misconduct, or Landlord's
failure to perform its obligations under the Lease, Landlord and Landlord's
agents and employees shall not be liable to Tenant for any injury to person or
damages to property sustained (including loss or interruption of business and/or
the use of the Building and/or the Premises) by Tenant or any person or entity
claiming through Tenant resulting from or arising out of any accident or
occurrence, fire, explosion, robbery, theft, bomb threat, mysterious
disappearance and/or any other casualty, or from conditions in the Premises or
any other portion of the Building, including but not limited to, injury or
damage caused by the Premises or other portions of the Building becoming out of
repair or by defect in or failure of elevators, equipment, pipes, wiring, or by
broken glass, or by the backing up of drains, or by gas, steam, electricity, or
oil leaking, escaping or flowing into the Premises, or from water, rain, snow or
dampness which may flow or leak into the Building or the Premises from any
source whatsoever, nor shall Landlord be liable to Tenant or any person or
entity claiming through Tenant for any loss or damage that may be occasioned by
or through the act or omissions of other tenants of the Building or of any other
persons whomsoever.
(c)All property kept, stored or maintained within the Premises or the
Building by Tenant shall be so at Tenant's sole risk and Landlord shall not in
any manner be responsible therefor.
13. MUTUAL WAIVER OF SUBROGATION.
Neither Landlord nor Tenant shall be liable (by way of subrogation or
otherwise) to the other party (or to any insurance company insuring the other
party) for any loss or damage to the Premises or to the property of either
party covered by insurance to the extent of such insurance (but such waiver
shall not extend to the deductible amount under any such policies or any loss
in excess of coverage) and all fire and extended coverage insurance, boiler
insurance, and other insurance carried either by Landlord or Tenant covering
losses arising out of destruction or damage to the Premises or its contents or
to other portions of the Building shall provide for a waiver of subrogation
against Landlord and Tenant respectively on the part of the insurance carrier.
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14. DAMAGE BY CASUALTY.
(a)Tenant shall give immediate written notice to Landlord of any damage
caused to the Premises by fire or other casualty, and if Landlord does not elect
to terminate this Lease as hereinafter provided, Landlord shall proceed with
reasonable diligence and at its sole cost and expense to rebuild and repair the
Premises to the extent originally delivered to Tenant, but Landlord shall not be
obligated to expend for such rebuilding and repair any amount in excess of the
amount of the insurance proceeds actually recovered by Landlord and made
available to Landlord for such purpose by any mortgagee as a result of such
loss. If the Building shall be destroyed or substantially damaged by a casualty
not covered by Landlord's insurance, or if twenty-five percent (25%) or more of
the floor area of the Premises is damaged or rendered untenantable by a
casualty, or if the Premises are not affected but twenty-five percent (25%) of
the floor area of the Building is damaged or rendered untenantable, or if any
mortgagee should require that the insurance proceeds payable as a result of any
casualty be used to reduce the indebtedness secured by such mortgage, then in
any such event Landlord may elect either to terminate this Lease or to proceed
to rebuild and repair the Premises or that portion of the Building so damaged.
Landlord shall give written notice to Tenant of such election within ninety (90)
days after the occurrence of such casualty, or within thirty (30) days after the
adjustment of the insurance settlement, whichever is later. If the Premises are
damaged and repair and restoration cannot be completed within one hundred twenty
(120) days after the casualty or other damage as certified within 30 days after
the casualty by an appropriately qualified engineer engaged by Landlord, then
Tenant may elect to terminate this Lease by written notice given to Landlord
within thirty (30) days after receipt of said certification or if not received
before the end of the 120-day period.
(b)Landlord's obligation to rebuild and repair under this Section 14 shall
be limited to restoring the Building to substantially the condition in which the
same existed prior to the delivery to Tenant, and Tenant at Tenant's sole cost
and expense, shall rebuild, repair and restore Tenant's fixtures, any additional
alterations or improvements made by Tenant, or at Tenant's expense, during the
Term, all to substantially the condition existing prior to such casualty.
(c)In case of such damage to the Premises, during the period from the
occurrence of the casualty until Landlord's repairs are completed, the Minimum
Rent shall be abated in that proportion which the Tenant's square footage
rendered untenantable bears to the square footage contained within the Premises;
however, there shall be no abatement of any other charges or items of additional
rent provided for herein to be paid by Tenant.
15. CONDEMNATION.
(a)If the whole of the Building shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose, then the Term shall cease
and this Lease shall terminate as of the date of the title vesting in such
public or quasi-public body and all sums due hereunder shall be paid up to that
date and Tenant shall have no claim against Landlord or the condemning authority
in respect to any compensation for such taking awarded to Landlord, whether
through a negotiated settlement or through formal condemnation proceedings. All
compensation awarded for any taking (or the proceeds of sale under threat
thereof) whether for the whole or a part of the Premises, shall be the property
of Landlord, whether such award is compensation for damages to Landlord's or
Tenant's interest in the Premises, and Tenant hereby assigns all of its
interests in any such award to Landlord; provided, however, that Tenant may, if
allowed by statute, seek an award for relocation expenses, if applicable, or for
the taking of Tenant's personal property within the Premises including fixtures
and equipment which do not become Landlord's property upon termination of this
Lease and, if a separate award for such is made to Tenant and if the Term ceases
as above, the award shall be paid over to Tenant but if the Term continues and
Tenant rebuilds in accordance with subparagraph (b) hereinafter, any such award
which is expressly set forth as compensation for such damages to Tenant's
personal property shall be held by Landlord in trust for application to the cost
of such rebuilding, repairing and restoring of the Premises and shall be paid
over to Tenant, without interest, upon completion of such work and provision to
Landlord of a validly executed waiver of liens.
(b)If any part of the Building shall be acquired or condemned as
aforesaid, then at Landlord's option, the Term shall cease and this Lease shall
terminate as of the date of title vesting in such proceeding. Tenant shall have
no claim against Landlord or the condemning authority in respect to any
compensation for such taking except as provided in subparagraph (a) above.
Minimum Rent and additional rent shall be adjusted to the date of such
termination. In the event of a partial taking or condemnation, and this Lease is
not terminated, Landlord shall promptly restore the remaining portion of the
Premises, exclusive of Tenant's leasehold improvements and personal property, to
its condition as nearly as possible as existed at the time of such condemnation
less the portion lost in the taking and this Lease shall continue in full force
and effect and rent shall be adjusted on the basis of the number of square feet
taken on a pro rata basis. Tenant shall, at its sole cost and expense, rebuild,
repair and restore Tenant's fixtures, any additional alterations or
improvements made by Tenants, or at Tenant's expense, during the term, all to
substantially the condition existing prior to such taking.
(c) If thirty percent (30%) or more of the Premises or occupancy
thereof shall be taken or condemned by any governmental authority for any public
or quasi-public use or purpose or sold under threat of such a taking or
condemnation (collectively, "condemned"), then this Lease shall terminate on the
date title vests in such authority and rent shall be apportioned as of such
date. If less than thirty percent (30%) of the Premises or occupancy thereof is
condemned, then this Lease shall continue in full force and effect as to the
part of the Premises not condemned, except that as of the date title vests in
such authority Tenant shall not be required to pay the Base Rent and additional
rent with respect to the part of the Premises condemned.
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16. LANDLORD'S RIGHT OF ENTRY.
Landlord and persons designated by it have the right to enter the
Premises at all reasonable hours to examine and inspect the same, however,
Landlord shall comply with Tenant's security regulations. Landlord shall have
the right, after notice of either party of intention to terminate this Lease, or
at any time within six (6) months prior to the expiration of this Lease, to
display a "For Rent" sign; and the said sign may be placed upon such part of the
Premises and/or Building as Landlord may elect and may contain such matter as
Landlord shall require. Prospective purchasers authorized by Landlord may
inspect the Premises at reasonable hours with reasonable notice to Tenant.
Prospective tenants shall be shown the Premises in accordance with the Rules and
Regulations.
17. DEFAULTS AND REMEDIES.
(a) The happening of any one or more of the following shall be deemed
to be events of default under this Lease, unless cured within 30 days after
written notice from landlord in the case of any obligation of Tenant hereunder
other than that specified in Section 17(a)(1).
(1) Failure of Tenant to pay any installment of rent or other charge
or money obligation herein required to be paid by Tenant when due, or the
failure to cure a default in any other of its covenants or obligations under
this Lease within ten (10) days after written notice from Landlord. Failure of
Tenant to perform any other obligation of Tenant hereunder within thirty (30)
days after written notice from Landlord.
(2) The making by Tenant of an assignment for the benefit of its
creditors, or if Tenant becomes insolvent;
(3) The levying of a writ of execution or attachment on or against
the property of Tenant and the same is not released or discharged within ten
(10) days thereafter;
(4) In the event proceedings are instituted in a court of competent
jurisdiction for the reorganization, liquidation or involuntary dissolution of
Tenant, or for the appointment of a receiver of the property of Tenant, and said
proceedings are not dismissed, and any receiver, trustee or liquidator appointed
therein discharged within thirty (30) days after the institution of said
proceedings;
(5) The doing, or permitting to be done, by Tenant of any act which
creates a lien or claim therefor against the land or Building of which the
Premises are a part and the same is not released or otherwise provided for by
indemnification bond satisfactory to Landlord within ten (10) days thereafter,
(6) The Tenant's filing a petition under any section or chapter of
the Federal Bankruptcy Code, as amended, or under any similar law or statute of
the United States or any state thereof, or the Tenant's adjudication as a
bankrupt or insolvent in proceedings filed against Tenant thereunder;
(b) Upon the Tenant's filing a petition under any section of the Federal
Bankruptcy Code, as amended, or under any similar law or statute of the United
States or any state thereof, or the Tenant's adjudication as a bankrupt or
insolvent in proceedings filed against Tenant thereunder, this Lease shall
automatically terminate. Upon the occurrence of any other events of default,
Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever:
(1) Terminate this Lease, in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying said Premises or any
part thereof, by force if necessary, without being liable for prosecution or any
claim of damages therefor; and Tenant agrees to pay to Landlord on demand the
amount of all loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Premises on satisfactory
terms or otherwise;
(2) Enter upon and take possession of the Premises and expel or
remove Tenant or any other person who may be occupying said Premises or any part
thereof, by force if necessary, without being liable for prosecution or any
claim for damages therefor, and if Landlord so elects, relet the Premises on
such terms as Landlord may deem advisable and receive the rent therefor,
provided no such reentry or taking possession of the Premises by Landlord shall
be construed as an election on its part to terminate this Lease unless a written
notice of termination be given to Tenant; and Tenant agrees to pay Landlord on,
demand any deficiency that may arise by reason of such reletting and in the
event of a failure by Tenant to pay such deficiency, Landlord may periodically
xxx for such sum, and any such action shall not bar a subsequent action by
Landlord to recover deficiencies accruing thereafter;
(3) Whether Landlord terminates this Lease or enters and takes
possession of the Premises, Tenant agrees to pay a sum which at the time of
such termination of this Lease or at the time of such reentry by Landlord, as
the case may be, represents the then excess, if any, of (i) the aggregate
amount of the Minimum Rent and additional rent which would have been payable by
Tenant (conclusively presuming the average monthly additional rent to be the
same as payable for the current Lease Year) for the period commencing with such
early termination of this Lease or the date of any such reentry, as the case
may be, and ending with the date contemplated as the termination date of this
Lease if it had not so terminated or if Landlord had not so reentered the
Premises, over (ii) the aggregate fair market rental value of the Premises for
the same period;
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(4) Enter upon the Premises, by force if necessary, without being
liable for prosecution or any claim for damages therefor, and do whatever Tenant
is obligated to do under the terms of this Lease; and Tenant agrees to reimburse
Landlord on demand for any expenses which Landlord may incur in thus effecting
compliance with Tenant's obligations under this Lease, and Tenant further agrees
that Landlord shall not be liable for any damages resulting to the Tenant from
such action, whether caused by the negligence of Landlord or otherwise;
(5) Institute any appropriate action or actions against Tenant to
enforce any term, covenant or provision of this Lease, to restrain violation
thereof or to recover any rent due or other damages sustained through breach of
this Lease; or
(6) Distrain for rent and other charges due as rent and/or additional
rent and be entitled to the benefit of all laws now or hereafter made applicable
to distrain or any action in the nature of distraint.
(c) Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies provided by law,
nor shall pursuit of any remedy herein provided constitute a forfeiture or
waiver of any Minimum Rent or additional rent due to Landlord hereunder or of
any damages accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants herein contained. Forbearance by Landlord to enforce
one or more of the remedies herein provided upon an event of default shall not
be deemed or construed to constitute a waiver of such default. In determining
the amount of loss or damage which Landlord may suffer by reason of termination
of this Lease or the deficiency arising by reason of any reletting of the
Premises by Landlord as above provided, allowance shall be made for the expense
of repossession, eviction and any repairs or remodeling undertaken by Landlord
following repossession, brokers' commissions, legal fees, advertising expenses
and all other expenses incurred by Landlord which are properly chargeable to
said reletting.
(d) If, on account of any breach or default by Tenant in Tenant's
obligations hereunder, it shall become necessary for Landlord to employ an
attorney to enforce or defend any of Landlord's rights or remedies hereunder,
Tenant agrees to pay all reasonable and documented attorneys' fees incurred by
Landlord in connection therewith provided Landlord prevails in the litigation.
(e) Both Landlord and Tenant agree hereby to waive and do hereby waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto under or in connection with the Lease.
18. NO WAIVER OF PERFORMANCE.
The failure of Landlord or Tenant to insist upon a strict performance of
any of the terms, conditions, covenants herein, shall not be deemed a waiver of
any rights or remedies that Landlord or Tenant may have and shall not be deemed
a waiver of any subsequent breach or default in the terms, conditions, and
covenants herein contained.
19. SUBORDINATION.
This Lease shall be subject and subordinate at all times to all underlying
leases and to the lien of any mortgage and/or other encumbrances which may now
or hereafter affect such leases or the Premises (collectively "Mortgage" or
"Mortgages"), and also to all renewals, modifications, consolidations, and
replacements of said Mortgage, without the necessity of any further instrument
or act by Tenant to effect such subordination, provided Landlord delivers to
Tenant a reasonably acceptable non-disturbance agreement from Landlord's lender.
Tenant agrees, at the election of the mortgagee, to attorney to any holder of
any Mortgage to which this Lease is subordinate. Although no instrument or act
on the part of Tenant shall be necessary to effectuate the foregoing
subordination and attornment, Tenant shall, nevertheless, execute and deliver
upon demand such further instrument or instruments confirming such
subordination of this Lease to all Mortgages as shall be desired by any
mortgagee or proposed mortgagee or any other person. Tenant hereby appoints
Landlord the attorney-in-fact of Tenant irrevocably (such power of attorney
being coupled with an interest) to execute and deliver any such instrument or
instruments for and in the name of Tenant. Notwithstanding the foregoing, any
holder of any Mortgage may at any time subordinate its Mortgage to this Lease,
without Tenant's consent, by notice in writing to Tenant, and thereupon this
Lease shall be deemed prior to such Mortgage without regard to their
respective dates of execution and delivery.
20. NOTICES.
Any notice or payment by either party to the other shall be in writing
and shall be delivered personally or mailed by certified mail in a postpaid
envelope, return receipt requested, addressed (a) if to Tenant, to Attn: Chief
Financial Officer, 00000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, and (b)
if to Landlord, to c/o Percontec, Inc., 00000 Xxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxx
00000, or to such other address as Tenant or Landlord may designate in writing.
Notice shall be deemed to have been duly given upon receipt if delivered
personally, and if mailed as aforesaid, upon the day of such mailing.
21. ESTOPPEL CERTIFICATE.
Tenant agrees at any time and from time to time, within five (5) days
after Landlord's written request, to execute, acknowledge and deliver to
Landlord a written instrument in recordable form certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that it is in full force and effect as modified and stating the modifications),
and the dates to which Minimum Rent, additional rent and other charges have
been paid in advance, if any, and
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stating whether or not Landlord is in default in the performance of any
covenants, agreement or condition contained in this Lease and, if so, specifying
each such default and any additional information requested by Landlord, any
purchaser of the Building or any interest therein, including partnership
interests, or mortgagee, it being intended that any such statement delivered
pursuant to this Section may be relied upon by any such prospective purchaser or
any mortgagee or any assignee of Landlord's interest in this Lease or of any
mortgage upon the fee of the Premises, or any part thereof.
22. HOLDING OVER.
In the event that Tenant shall not immediately surrender the Premises on
the date of expiration of the Term hereof, Tenant shall, by virtue of the
provisions hereof, become a month-to-month tenant at 150% the monthly rent
including Minimum Rent and all additional rent and other charges in effect
during the last month of the Term, which said monthly tenancy shall commence
with the first day following the expiration of the Term. Tenant, as a
month-to-month tenant, shall be subject to all of the terms, conditions,
covenants and agreements of this Lease. Tenant shall give to Landlord at least
thirty (30) days' written notice of any intention to quit the Premises, and
Tenant shall be entitled to thirty (30) days' written notice to quit the
Premises if Landlord accepts rent for such period, unless Tenant is in default
hereunder, in which event Tenant shall not be entitled to any notice to quit,
the usual thirty (30) days' notice to quit being hereby expressly waived.
Notwithstanding the foregoing provisions of this Section 22, in the event that
Tenant shall hold over after the expiration of the Term of this Lease, and if
Landlord shall desire to regain possession of the Premises promptly at the
expiration of the Term of this Lease, then at any time prior to Landlord's
acceptance of rent from Tenant as a monthly tenant hereunder, Landlord, at its
option, may forthwith reenter and take possession of the Premises without
process, or by any legal process.
23. BINDING EFFECT AND LIMITATION OF RECOURSE.
The terms, provisions and covenants contained in this Lease shall apply
to, inure to the benefit of, and be binding upon the parties hereto and their
respective heirs, successors in interest, legal representatives and assigns,
except as otherwise herein expressly provided. All claims, demands or causes OF
action which Tenant may have against Landlord under any provisions of, or with
respect to this Lease, or on account of any matter, condition or circumstance
arising out of the relationship of the parties under this Lease. Tenant's
occupancy of the Premises or Landlord's ownership of the Premises or the
Building, shall be enforceable solely against the Building and no other property
of Landlord or any of its principals, its or their successors or assigns, shall
be subject to any such claim, demand, or cause of action.
24. MORTGAGEE'S RIGHTS.
Tenant agrees that upon receiving written notice by registered mail from
any mortgagee, or any mortgagee's authorized representative, of Landlord's
default in the performance of any one of the terms, provisions and obligations
of Landlord to said mortgagee, together with a demand for the payment of rents
then due or to become due under this Lease, and together with notice that such
service of said demand was given to Landlord, Tenant shall make all future
payments under this Lease to said mortgagee or its authorized representatives
without necessity of receiving further consent from Landlord.
25. AGENCY.
Tenant warrants that it has had no dealings directly or indirectly with
any broker or agent in connection with the negotiation or execution of this
Lease other than Xxxxx Management, Inc. and Landlord is solely responsible for
any and all commissions due Xxxxx Management, Inc.
26. QUIET ENJOYMENT.
Landlord hereby covenants and agrees that, if Tenant shall perform all of
the covenants and agreements herein required to be performed on the part of
Tenant, Tenant and parties claiming by, through or under Tenant, shall, subject
to the terms of this Lease, at all times during the continuance of this lease,
have the peaceable and quiet enjoyment and possession of the Premises.
27. GOVERNING LAW.
The laws of the Commonwealth of Virginia shall govern the interpretation,
validity, performance, and enforcement of this Lease. If any provision of this
Lease should be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Lease shall not be affected
thereby.
28. CAPTIONS.
The captions and headings used herein are for convenience and reference
only and shall not constitute a part of this Lease, nor shall they affect the
meaning, construction or effect of this Lease.
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IN WITNESS WHEREOF the parties hereto have caused their names to be signed
and their seals affixed by their proper officers the day and year first above
set forth.
WITNESS/ATTEST: HEM CORPORATION
/S./ Xxxxxxxx X. Genoa
--------------------------- By: /s/ Xxxxxx Xxxxxxx (SEAL)
--------------------------
WITNESS/ATTEST: BEST PROGRAMS, INC.
/s/ Xxxx Ent By: /s/ Xxxxxx Xxxxxxx (SEAL)
--------------------------- --------------------------
TENANT
STATE OF Maryland, County of Xxxxxxxxxx, to wit:
I HEREBY CERTIFY that on this 11th day of March, 1993 before me, the
subscriber, a Notary Public for State aforesaid, personally appeared Xxxxxx X.
Xxxxxxx, who acknowledged himself to be the Vice President of HEM Corporation,
and that he, as such Vice President, being authorized to do so, executed the
foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.
/s/ Xxxxxxxx X. Xxxxxxx NOTARY PUBLIC
----------------------
My Commission expires:
10/1/95
-----------------
STATE OF Maryland, County OF Xxxxxxxxxx, to wit:
I HEREBY CERTIFY that on this 5th day of March, 1993 before me, the
subscriber, a Notary Public for the _______________ and State aforesaid,
personally appeared Xxxxxx Xxxxxxx, who acknowledged herself to be the Executive
Vice President and that she, as such Executive Vice President, being authorized
to do so, executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.
/s/ Xxxxxxx Xxxxxxxxx Xxxxx
-----------------------------
Notary Public
My Commission expires:
Sept. 1, 1993
--------------
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EXHIBIT B
ACCEPTANCE OF PREMISES MEMORANDUM
This Memorandum is an amendment to the Lease for space in 00000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx, executed on the____________day of ________________,
19__, between HEM CORPORATION, INC., as Landlord, and BEST PROGRAMS, INC., as
Tenant.
Landlord and Tenant hereby agree that:
1. Landlord has completed the construction work required of Landlord under
the terms of the Lease and the Agreement for Construction attached thereto.
2. The Premises are tenantable; the Landlord has no further obligation for
construction, and Tenant acknowledges that the Premises are satisfactory in all
respects.
3. The Commencement Date of the Lease is hereby agreed to be the ________
day of _______________________, 19__.
4. The Expiration Date of the Lease is hereby agreed to be the __________
day of ______________________, 19__.
All other terms and conditions of the Lease are hereby ratified and
acknowledged to be unchanged.
Agreed and Executed this__________ day of _________________, 19__.
WITNESS/ATTEST: HEM CORPORATION, INC.
By: (SEAL)
----------------------------------- ----------------------------
LANDLORD
WITNESS/ATTEST: BEST PROGRAMS, INC.
By: (SEAL)
----------------------------------- ----------------------------
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EXHIBIT C
RULES AND REGULATIONS
1. The requirements of tenants will be attended to only upon application
at the office of the Building. Employees of Landlord shall not perform any work
or do anything outside of their regular duties, unless under special
instructions from the office of the Landlord.
2. Tenants, their clerks or employees, agents, visitors or licensees shall
at no time bring or keep upon their Premises any flammable, combustible or
explosive fluid, chemical or substance without written consent of Landlord.
3. No animals or birds shall be kept in the Building, and the use of
Premises as sleeping quarters is absolutely prohibited.
4. Canvassing, soliciting and peddling in the Building are prohibited and
each tenant shall cooperate to prevent the same.
5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the outside or inside
of its Premises or the Building without the written consent of Landlord.
However, Tenant shall have the right to place an appropriate door sign and a
sign on the exterior of the Building, subject to Landlord's reasonable approval
and subject to applicable restrictive covenants. Landlord agrees to process the
sign specifications through the necessary parties for compliance with said
restrictive covenants. In the event of tenant's violation of this Rule, Landlord
may, without liability, remove same, and may charge the expense incurred in such
removal to the tenant violating this Rule. Corridor signs on doors shall be
inscribed, painted or affixed for each tenant by Landlord at the expense of such
tenant, and shall be of a size, color and style acceptable to Landlord. Interior
door identification shall be affixed by the tenant to the wall next to the door.
A building directory will be placed in the lobby by Landlord. Landlord shall
have the right to prohibit any advertising by any tenant which, in Landlord's
opinion, tends to impair the reputation of the Building or its desirability as a
high-quality office building and upon written notice from Landlord, tenant shall
refrain from or discontinue such advertising.
6. If a tenant desires telegraphic or telephonic connections or the
installation of any other electric wiring which will be installed at tenant's
expense, the Landlord will, upon receiving a written request from tenant, direct
the electricians as to where and how the wires are to be introduced and run, and
without such direction, no boring, cutting or installation or wires will be
permitted. No tenant shall install any radio or television antenna connected to
the Building, either inside or outside its Premises.
7. No significant furniture or other material shall be moved into or out
of the Building without first notifying the superintendent and the moving
thereof shall be under his direction and control. In order to minimize
inconvenience to other tenants, safes, furniture, boxes or other bulky articles
shall be delivered into a tenant's Premises only with the written consent of
Landlord, and then only by means of the elevators or the stairways at such times
and in such manner as Landlord may in writing direct. Safes and other heavy
articles shall be placed by tenants in such places only as are first approved in
writing by Landlord and any damage done to the Building, tenants, or to other
persons by taking safes or other heavy articles in or out of the Premises or the
Building, from overloading a floor, or in any other manner, shall be paid by
tenant causing such damage. Landlord reserves the right to inspect all freight
being brought into the Building, and to exclude from the Building all freight
which violates any of these Rules and Regulations or the Lease of which these
Rules and Regulations are a part.
8. No tenant shall install or furnish any equipment which causes noise or
vibration which may be transmitted to the structure of the Building or to any
space therein, and vibration eliminators or other devices sufficient to
eliminate such noise and vibrations or furniture having a weight in excess of
eighty (80) pounds per square foot of floor area, shall be installed and
maintained by tenants at their expense.
9. Vibration eliminators or other devices sufficient to eliminate noise
and vibration caused by the installation by tenant of business machines and
mechanical equipment which cause noise or vibration that may be transmitted to
the structure of the Building or to any space therein, shall be installed and
maintained by tenants at their expense.
10. No hand trucks shall be used in any space, or in the public halls of
the Building except those equipped with pneumatic rubber tires and side guards.
11. Tenant shall have a separate entrance and will have 24-hour per day
access.
12. Tenant shall be responsible for its own security; Landlord does not
provide security for the Building.
13. Landlord reserves the following rights:
(a) To decorate, remodel, repair, alter or otherwise prepare the
Premises for reoccupancy
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during the last ninety (90) days of the term of any lease, if during or prior to
that time tenant vacates the Premises;
(b) To have pass keys to the Premises;
(c) To show the Premises to prospective tenants or brokers during the
last twelve (12) months of the term of any lease, provided prior notice is given
to tenant in each case and tenant's use and occupancy of the Premises shall not
be materially inconvenienced by any such action of Landlord;
(d) To change the name by which the Building is commonly known and/or
its mailing address, at any time;
(e) To enter upon the Premises and exercise any or all of the
foregoing rights hereby served without being deemed guilty of an eviction or
disturbance of a tenant's use or possession and without being liable in any
manner to any tenant; and
(f) To make such other and further reasonable rules and regulations,
as in Landlord's judgment, may from time to time be needful for the safety, care
and cleanliness of the Premises or the Building, and for the preservation of
good order therein, and any such other or further rules and regulations shall be
binding upon all tenants with the same force and effect as if they had been
inserted herein at the time of the execution hereof.
AGREED AND ACCEPTED THIS _________________day of__________________19__,
WITNESS/ATTEST: BEST PROGRAMS, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------- -------------------------------(SEAL)
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EXHIBIT B
ACCEPTANCE OF PREMISES MEMORANDUM
This Memorandum is an amendment to the Lease for space in 00000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx, executed on the 11th day of March, 1993, between HEM
CORPORATION, INC., as Landlord, and BEST PROGRAMS, INC., as Tenant.
Landlord and Tenant hereby agree that:
1. Landlord has completed the construction work required of Landlord under
the terms of the Lease and the Agreement for Construction attached thereto.
2. The Premises are tenantable; the Landlord has no further obligation for
construction, and Tenant acknowledges that the Premises are satisfactory in all
respects.
3. The Commencement Date of the Lease is hereby agreed to be the 25th day of
June, 1993.
4. The Expiration Date of the Lease is hereby agreed to be the 30th day of
June, 1997.
All other terms and conditions of the Lease are hereby ratified and
acknowledged to be unchanged.
Agreed and Executed this 25th day of June, 1993.
WITNESS/ATTEST: HEM CORPORATION, INC.
/s/ Xxxxxxxx X. Berqhel By: /s/ Xxxxxx Seldesar
-------------------------------- ---------------------------
LANDLORD
WITNESS/ATTEST: BEST PROGRAMS, INC.
/s/ Xxxx Ent By: /s/ Xxxxxx Xxxxxxx
-------------------------------- ---------------------------
25
00000 XXXXX XXXXXX XXXXXX
XXXXXX, XXXXXXXX
COMPLETELY BUILT-OUT
OFFICE/LIGHT MANUFACTURING/FLEX SPACE
An ideal address in the Xxxxx Xxxxxx Square Office Park. Two minutes to Dulles
Access Road. 10 minutes to Xxxxxx Xxxxxxx, X-000 and the shops, restaurants and
theaters of Tysons Corner.
THE TWO-STORY SECTION FEATURES:
- A two-story atrium entry
- Fully built-out perimeter offices with full-height windows
- Conference and meeting rooms
- A 23' X 36' raised-floor computer room
- Passenger elevator
- Wet bar and two bathrooms on first floor
- Full kitchen, men's room with shower, women's room and executive office with
wet bar on second floor
EXHIBIT A
[FLOOR PLAN]
