Exhibit 10.9
DEED OF LEASE
This Deed of lease hereinafter referred to as the Lease made in
triplicate as of the day of October 1994 between C & T PARTNERSHIP as
"Landlord," and XXXX COMPUTER CORPORATION, a Virginia corporation,
hereinafter referred to as "Tenant."
WITNESSETH: That Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, the following described premises:
An area of 19,230 square feet, more or less, as shown on the drawing
attached as Exhibit "A" (the "Premises") and which is an office/warehouse
building (the "Building") located at 0000 Xxxxxx Xxxxx, Xxxxxx xx Xxxxxxx,
Xxxxxxxx, Xxxxxxxx the Building having approximately 35,000 gross square
feet of space, together with the right to use in common with other tenants
all driveways, all non-exclusive parking areas and other common facilities
located on the property.
1. Term of Lease. The term of this Lease shall be for a period of four
years commencing November 1, 1994 and terminating on October 31, 1999.
2. Use of Premises. Tenant shall use the Premises for the following
purposes: office and any other uses permitted by zoning. Tenant agrees that
in its use of the Premises that it will not place a load upon any floor of
the Premises exceeding the floor load limit of 250 pounds per square foot.
Landlord warrants and represents that the zoning on the date of this Lease is
PDIP.
It is understood and agreed that the operation of Tenant's business in
the Premises shall be in conformity with all applicable federal, state and
county laws, ordinances and regulations. The obtaining of any permits or
business licenses required in connection with the operation of Tenant's
business in the Premises by Tenant shall be the sole responsibility and at
the expense of Tenant. Landlord, at its own cost and expense, shall be
responsible for all necessary building permits and certificates of occupancy
required in connection with the Building and Premises.
3. Parking. Tenant shall have the right to use, on a first come first
served basis, all non-exclusive parking spaces located on common areas of the
property.
4. Signs. Tenant may, at its sole expense, affix to the exterior of the
Building and/or exterior or interior of the glass located on the Premises a
sign advertising its business, with prior written approval of design and
placement by Landlord, which shall not be unreasonably withheld. Landlord
hereby approves the design and placement of Tenant's existing signage.
5. Rent. Tenant agrees to pay Landlord, during the term of this Lease, an
annual fixed rent for the lease of the Premises in accordance with the
schedule listed below. Rent shall be paid in consecutive equal monthly
installments of 1/12 of the applicable yearly rent in advance on the first
day of each and every month of the term. If this Lease commences or
terminates on a day other than the first of the month, the amount of rent to
be paid for said month shall be apportioned. The rent schedule during this
Lease is:
First lease year
month; $12,000......................................... per year; $144,000
Second lease year
month; $12,000......................................... per year; $144,000
Third lease year
month; $13,000......................................... per year; $156,000
Balance of lease
month; $14,000......................................... per year; $168,000
OPTION TERM. Tenant shall have the option to extend and renew the term
of this Lease for an additional term of one (1) five (5) year period to
commence at the expiration of the original term of this Lease. Tenant shall
notify Landlord in writing of its intent to exercise this option one hundred
eighty (180) days prior to the termination date of this Lease. The rent
schedule during the option term are market rates to be negotiated.
A lease year shall be that twelve (12) month period commencing on the
commencement date and ending on the twelfth month anniversary of the
commencement date. It is agreed that if the fixed rent for any month or any
additional rent due in any month is not paid within ten (10) days following
its due date, Tenant shall pay to Landlord for any such month as a late
fee/administrative charge an additional sum of three percent (3%) of such
unpaid rent.
In addition to the foregoing rent, all other payments to be made by
Tenant pursuant to this Lease Shall be deemed to be and shall become
additional rent hereunder, whether or not the same be designated as such, and
shall be subject to the same terms and provisions as the rent above, and
Landlord shall have the same remedies for failure to pay the same as for
nonpayment of fixed rent. Landlord, at its sole election and after giving
Tenant ten (10) days written notice and the right to cure, shall have the
right to pay or do any act which requires the expenditure of any sums of
money by reason of the failure of Tenant to perform any of the provisions of
this Lease, and in such event said monies shall be due from tenant as
additional rent and Tenant hereby agrees to pay all additional rent forthwith
on demand from Landlord. Failure to pay fixed rent or additional rent within
ten (10) days of receiving written notice thereof from Landlord shall
constitute a default by the Tenant of this Lease and shall entitle the
Landlord to avail itself of any and all of the remedies for herein.
6. Utilities. Landlord agrees to pay for all utility services to the
common areas on the property. Tenant agrees to pay directly to the company or
utility furnishing such services all charges for electricity, gas, fuel,
power, water, sewer use, telephone, and all other utilities serving the
Premises as the same become due. Tenant agrees to indemnify and hold Landlord
harmless from any claims that may be made by such companies or utilities
which may arise from Tenant's use of utilities and/or Tenant's failure to pay
all charges for such use.
7. Insurance. Tenant agrees to pay the cost of the fire and extended
coverage insurance, rent insurance, liability insurance and any other
insurance as may be maintained by Landlord and required by the holders of any
mortgages, deeds of trust or ground leases on the Building. Tenant agrees to
do nothing and to permit nothing to be done on the Premises which
will violate the terms of any fire insurance policy or other insurance
policies on the Building. Tenant covenants and agrees that Tenant will not do
or permit anything to be done in or upon the Premises, or bring in anything
or keep anything therein, which shall increase the rate of fire and extended
coverage or liability insurance on the Premises or the Building above the
standard rate applicable to Premises being occupied for the uses permitted
herein; and Tenant further agrees that, in the event that Tenant shall do any
of the foregoing, Tenant will promptly pay to Landlord, on demand, any such
increase resulting therefrom, which shall be due and payable as additional
rent hereunder. Landlord agrees that Tenant's current use of the Premises
does not violate Landlord's insurance policies or cause an increase in the
cost thereof. Tenant, at its sole expense, shall maintain fire and extended
coverage insurance covering all Tenant's personal property located on the
Premises.
8. Waiver of Subrogation. For the purpose of waiver of subrogation, the
parties mutually release and waive unto the other, all right to claim
damages, costs or expenses for any injury to person (including death) or
property caused by a casualty of any type whatsoever in, on or about the
Premises, the Building or the land if the amount of such damage, cost or
expense has been paid to such damaged party under the terms of any policy of
insurance. All insurance policies carried with respect to this Lease, if
permitted under applicable law and insurance policy, shall contain a
provision whereby the insurer waives prior to loss all rights of subrogation
against either Landlord or Tenant, as applicable. The parties agree to
request their respective insurance carriers to issue waiver of subrogation
endorsements to all insurance policies.
9. Indemnification. Tenant agrees to save Landlord free and harmless from
any and all losses, claims, or damages by reason of any accident, injury or
damage to any person or property caused by Tenant's negligence, except such
injury as may be caused by or result from the negligence of Landlord, its
agents, or its employees.
10. Exculpation. Tenant specifically agrees to look solely to the right
of set-off allowed by this Lease and Landlord's equity interest in the
Building at the time owned for recovery of any judgment from Landlord; it
being specifically agreed that neither Landlord (original or successor), nor
any partner, nor any beneficiary of any trust of which any person holding
Landlord's interest is trustee, shall ever be personally liable for any
judgment, or for the payment of any monetary obligation to Tenant. The
provision contained in the foregoing sentence is not intended to, and shall
not, limit any right that Tenant might otherwise have to obtain injunctive
relief against Landlord or Landlord's successors in interest, or any action
not involving the personal liability of Landlord (original or successor), any
successor trustee to the persons named herein as Landlord, nor any partner,
nor any beneficiary of any trust of which any person holding Landlord's
interest is trustee, to respond to monetary damages from Landlord's assets
other than Landlord's equity interest aforesaid in the Building. In no event
shall Landlord ever be liable to Tenant for any indirect or consequential
damages suffered by Tenant from whatever cause. The word "Landlord," as used
herein, means only the owner for the time being of Landlord's interest in
this Lease, that is, in the event of any transfer of Landlord's interest in
this Lease the transferor shall cease to be liable, and shall be released
from all liability for the performance or observance of any agreements or
conditions on the part of Landlord to be performed or observed subsequent to
the time of said transfer, it being understood and agreed
that from and after said transfer the transferee shall be liable for the
performance and observance of said agreements and conditions.
11. Public Liability Insurance. Tenant agrees to maintain and pay for,
during the full term of this Lease, public liability insurance with
reasonable bodily limits and property damage limits naming as insureds
Tenant, Landlord, and holders of any mortgages or deeds of trust on the
Premises and any other party so named by Landlord in writing to Tenant, as
their interests appear, against Tenant's liability for any accident, injury,
or damage on the Premises or caused by the same, and to furnish Landlord with
a copy of such insurance policy. Such policy shall set forth an undertaking
by the insurer to give Landlord and any other party named by Landlord thirty
(30) days' prior written notice of any cancellation, nonrenewal, or change in
scope or amount of coverage of such policy. Tenant agrees to increase such
policy limits if requested by Landlord, except that such increases shall not
be unreasonable. Tenant shall not take out any additional public liability
insurance for the Premises without naming as insureds Tenant, Landlord, and
any other party so designated by Landlord in writing to Tenant, as their
interests appear.
12. Alterations. Tenant agrees not to make any structural alterations or
additions without the prior written consent of Landlord which consent may be
granted only in the sole discretion of Landlord. Tenant shall not be
permitted to make any change in the Building facade. Tenant agrees to pay for
all such alterations or additions consented to by Landlord. Tenant also
agrees not to make any non-structural alterations without the prior written
consent of Landlord, which consent shall not be unreasonably withheld. All
such work performed by or on behalf of Tenant shall be done in a good
workmanlike manner, and Tenant shall ensure that all of Tenant's contractors
engaged in such work shall at all times maintain workmen's compensation,
adequate public liability and property damage insurance, all in amounts and
with companies and on forms satisfactory to Landlord in Landlord's reasonable
judgment, naming as additional insureds Landlord and any other person
requested by Landlord in writing to Tenant, and before proceeding with such
work Tenant shall furnish certificates of such insurance to Landlord. If
Landlord does not advise Tenant in writing within thirty (30) days of
Landlord's receipt of the insurance certificates that such insurance
certificates are unacceptable for the specified reasons, the insurance
certificates delivered by Tenant shall be deemed acceptable. Tenant shall not
permit any mechanic's lien to be filed on the Premises for any work or
material performed or furnished on Tenant's behalf as a result of such
alterations and Tenant agrees to indemnify Landlord for any damages resulting
from any such mechanic's lien being filed on the Premises.
14. Tenant's Use and Occupancy Upon Subordination. Subordination of this
Lease to any mortgage, deed of trust, ground lease or other financing
arrangement shall not change any of Tenant's duties or obligations as
contained herein.
15. Surrender. Upon expiration or termination of this Lease, Tenant
agrees to surrender the Premises and all equipment of Landlord in good and
clean condition, ordinary wear and tear and damage caused by casualty
exempted. All equipment, detachable office partitions and all personal
property of Tenant shall be removed by Tenant upon termination of this Lease.
Except for Tenant's right to remove Tenant's equipment, detachable office
partitions and all personal property, all other improvements to the Premises
shall be the sole property of Landlord.
16. Casualty Damage. Subject to the provisions of this paragraph, if the
Premises shall be damaged by a casualty covered by an insurance policy such
as fire, the elements, unavoidable accident or any other insured casualty but
are not thereby rendered untenantable in whole or in part, Landlord at its
own expense, up to the limit of the insurance proceeds received, subject to
the rights of any mortgagee or the holders of any ground lease or the
trustees in any deeds of trust and subject to receipt of proceeds, shall
cause such damage to be repaired, and the rent shall not be abated. If by
reason of such occurrence, the Premises shall be rendered untenantable only
in part and such damage renders less than 40% of the Premises and less than
50% of the Building untenantable, then Landlord shall, at its own expense, up
to the limit of the insurance proceeds received and made available to
Landlord by the holders of any mortgage, deed of trust or ground lease, cause
the damage to be repaired, and the fixed rent meanwhile shall be abated
proportionately as to the portion of the Premises that have been rendered
untenantable, provided, however, that notwithstanding that less than 40% of
the Premises and less than 50% of the Building are rendered untenantable, if
it is determined by Landlord or Landlord's agent in his reasonable judgment
that such damaged portion of the Premises or Building cannot be repaired
within sixty (60) days of such casualty, then either Landlord or Tenant may
terminate this Lease as of the date of such casualty by giving written notice
to the other within thirty (30) days of said casualty. If more than 40% of
the Premises or more than 50% of the Building is rendered untenantable by
reason of such casualty, either Landlord or Tenant may terminate this Lease
as of the date of such casualty by giving written notice to the other within
thirty (30) days of said casualty. Notwithstanding the above, if the Premises
are damaged in whole or in part by a casualty not covered fully by insurance
as described above, or if the holder of any mortgage or deed of trust does
not release the insurance proceeds to Landlord, Landlord may, at Landlord's
sole option, either (i) repair such damage with ninety (90) days at
Landlord's expense, in which case this Lease shall continue in full force and
effect except that rent shall be abated as described above, or (ii) terminate
this Lease upon written notice to Tenant within thirty (30) days of such
occurrence of such damage of Landlord's intention to cancel and terminate
this Lease. Notwithstanding any of the above, Landlord shall in no case be
liable for repairs to any structures, fixtures, alterations or improvements
to the Premises or Building added or made to the Premises by Tenant or any
person other than Landlord or to any equipment, inventory or other personal
property of Tenant. Landlord's obligation to repair the Premises as referred
to above shall be strictly limited to only such repairs that can be
accomplished and fully funded by such insurance proceeds that may be received
by Landlord and made available to Landlord by the holders of any mortgages,
deeds of trust, ground leases or other financing arrangements pertaining to
the Building in which the Premises are located.
17. Repairs.
(a) Landlord shall keep the foundation, roof, exterior Building
walls, interior load bearing walls of the Premises in good repair, except
that Landlord shall not be called on to make any such repairs occasioned by
the willful act of Tenant, its agents, invitees, customers or employees.
Landlord, at its expense, shall also at all times manage, operate and
maintain the
Premises (including all mechanical, plumbing, heating, air conditioning,
sprinkler, electrical equipment and utility systems and service lines serving
the Premises) and the land areas, access roads and ways, parking, loading
docks, and loading areas around the Premises in good, clean, sanitary and
safe condition and repair, in accordance with all directions, rules and
regulations of the health officer, fire marshal, building inspector or other
proper officers of the governmental agencies having jurisdiction. Tenant
shall permit no waste, damage or injury to the Premises beyond ordinary wear
and tear. Tenant shall at its own cost and expense replace any broken or
cracked glass, windows, doors, locks, door jambs and partition walls in the
Premises caused by Tenant's negligence.
(b) In the event of damage to the Premises which must be repaired
immediately in order to prevent further damage to the Premises or the
Building, the Landlord shall have the right to proceed at once to repair such
damage, regardless of whether Landlord or Tenant is obligated by the terms of
this Lease to make the repairs, and the cost thereof shall be borne by the
party who, by the terms hereof, is obligated to make said repairs. Provided
Landlord enters the Premises with all due care, Landlord shall not be liable
for any damage to the Premises, Tenant's property or Tenant's use of the
Premises during such entry unless caused by Landlord's negligence.
(c) Tenant shall give Landlord notice of all repairs needed to the
Premises of which Tenant has notice. Tenant shall not make any repairs on
behalf of Landlord until Tenant has provided written notice of the need for
such repairs to Landlord and allowed Landlord a reasonable amount of time to
make such repairs.
18. Entry. The Landlord shall have the right to enter the Premises at all
reasonable hours with prior notice and in the company of an employee or
representative of Tenant to examine the same as well as for maintenance
purposes or to make any improvements, alterations and repairs to the Premises
or to the Building. Landlord may, during the progress of any work on the
Premises, keep and store upon the Premises all necessary materials, tools and
equipment without the same constituting eviction of Tenant in whole or in
part, and the rents reserved shall in no way xxxxx while said work is in
progress by reason of loss of interruption of Tenant's business or otherwise.
Landlord shall not in any event be liable for inconvenience, annoyance,
disturbance, loss of business or other damage of Tenant by reason of the
performance of any work on the Premises. Landlord shall, however, in
connection with the doing of any such work use reasonable efforts to minimize
the inconvenience, annoyance, or disturbance, caused to Tenant during such
work. During the last nine (9) months preceding the termination of this
Lease, Landlord shall have the right to enter the Premises at reasonable
hours to exhibit the same for renta
19. Condemnation. If the whole or part of the Premises are taken for a
public or semi-public use, by condemnation or conveyance in lieu of
condemnation and neither Landlord nor Tenant terminates this Lease, then the
rents shall be decreased in proportion to the portion of the Premises so
taken. If such taking renders the Premises unfit for Tenant's use as
specified in Section 2, then in such event, either Landlord or Tenant shall
have the right to terminate this
Lease as of the date the Landlord is divested of title to the Building in
which the Premises are located or as of the date the condemning authority
requires the Tenant or Landlord to quit the Building or Premises, whichever
date occurs first, and as of such date any or all obligations hereunder shall
be declared null and void providing Tenant has paid Landlord all rent or
additional rent then due and payable. In the event such condemnation or
conveyance in lieu thereof does not render the Premise unfit for Tenant's use
but results in a taking of a portion of the Building or the lot on which the
Building is located and Landlord determines in its reasonable judgment that
it cannot continue to lease the Premises then the Landlord shall have the
right to terminate the Lease after thirty (30) days written notice to Tenant.
All proceeds paid for any such taking shall belong solely to Landlord, and
Tenant shall have no claim for the value of any expired or unexpired term of
this Lease. Landlord shall have and hereby reserves and excepts, and Tenant
hereby grants and assigns to Landlord, all rights to recover for damages to
the Building and the property on which the Building is situated and the
leasehold interest hereby created, and to compensation accrued or hereafter
to accrue by reason of such taking, damage or destruction, and by way of
confirming the foregoing, Tenant hereby grants and assigns, and covenants
with Landlord to grant and assign to Landlord, all rights to such damages or
compensation, and covenants to deliver such further assignments and
assurances thereof as Landlord may from time to time request, and Tenant
hereby irrevocably appoints Landlord its attorney-in-fact to execute and
deliver in Tenants name all such assignments and assurances. Nothing
contained herein shall be construed to prevent Tenant from prosecuting in
condemnation proceedings a claim for the value of any of Tenant's removable
property installed in the Premises by Tenant at Tenant's expense and for
relocation expenses, provided that such action shall not affect the amount of
compensation otherwise recoverable by Landlord from the taking authority.
20. Real Estate Taxes. Landlord shall pay all real property taxes
(including extraordinary and/or special assessments) which may be levied or
assessed by any lawful authority against the land and the Building of which
the Premises are a part during any and each lease year. Tenant shall pay
prior to delinquency all taxes assessed against the value of any machinery,
equipment, fixtures, inventory or other personal property or assets of Tenant
contained in the Premises.
21. Waiver. Any waiver of a default hereunder shall not be deemed a
waiver of any subsequent defaults. Any invalid, illegal, or unenforceable
clause herein shall not be construed as invalidating any other clause herein
or this agreement in its totality.
22. Assignment and Subletting. Tenant covenants and agrees not to assign
this Lease or to sublet without the written consent of Landlord, which
consent shall not be unreasonably withheld or delayed. Any such assignment or
subletting shall not relieve Tenant from liability for payment of rent or
terms, conditions and covenants of this Lease. The acceptance of rent by
Landlord from other person shall not be deemed to be a waiver of any of the
provisions of this Lease or to be a consent to the assignment of this Lease
or subletting of the Premises. It shall be a condition of the validity of any
such assignment or subletting, that the assignee or subtenant agrees directly
with Landlord, in form satisfactory to Landlord, to be bound by all the
obligations of the Tenant hereunder, including, without limitation, the
obligation to pay rent and other amounts provided for under this Lease and
the covenant against further assignment and
subletting. No assignment, subletting or use of the Premises by any other
party shall affect the purpose for which the Premises may be used as stated
in Section 2 herein without Landlord's consent. Should Tenant sublease the
Premises at a rate greater than the rental due Landlord, Tenant shall assign
the net profit derived after payment of associated costs and commissions, to
Landlord.
23. Tenant's Default--Landlord's Remedies.
a. If at any time subsequent to the date of this Lease any one or
more of the following events (herein referred to as a "Default of Tenant")
shall happen:
(i) Tenant shall fail to pay the fixed rent, additional rent or
other charges hereunder when due and such failure shall continue for
ten (10) days after receiving written notice from Landlord; or
(ii) Tenant shall fail to perform or observe any other covenant
herein contained on Tenant's part to be performed or observed and
Tenant shall tail to remedy the same within thirty (30) days after
receiving written notice thereof from Landlord; or
(iii) Tenant's leasehold interest in the Premises shall be taken
by execution or by other process of law directed against Tenant; or
(iv) Tenant shall make a general assignment for the benefit of
creditors or shall file a voluntary petition in bankruptcy or shall
be adjudicated bankrupt or insolvent, or shall file any petition or
answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself
under any present or future Federal, State or other statute, law or
regulation for the relief of debtors, or shall seek or consent to or
acquiesce to the appointment of any trustee, receiver or liquidator
of Tenant or of all or any substantial part of its properties, or
shall admit in writing its inability to pay its debts generally as
they become due; or
(v) A petition shall be filed against Tenant in bankruptcy or
under any other law seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar
relief under any present or future Federal, State or other statute,
law or regulation and shall remain undismissed or unstayed for an
aggregate of sixty (60) days (whether or not consecutive), or if any
debtor in possession of all or any substantial part of its
properties or of the Premises shall be appointed without the consent
or acquiescence of Tenant and such appointment shall remain
unvacated or unstayed for an aggregate of sixty (60) days (whether
or not consecutive); or
(vi) If a Default of Tenant of the kind set forth in clauses
(i) or (ii) above shall occur and if either (x) Tenant shall cure
such Default within the applicable grace period or (y) Landlord
shall, in its sole discretion, permit Tenant to cure such Default
after the applicable grace period has expired, and an event
which would constitute a similar Default if not cured within the
applicable grace period shall occur more than twice within the next
365 days, whether or not such event is cured within the applicable
grace period;
then in such case (1) if such Default of Tenant shall occur
prior to the Commencement Date, this Lease shall ipso facto, and without
further act on the part of Landlord, terminate, and (2) if such Default of
Tenant shall occur after the Commencement Date, Landlord may terminate this
Lease by notice to Tenant, specifying a date not less than ten (10) days
after the giving of such notice on which this Lease shall terminate and this
Lease shall come to an end on the date specified therein as fully and
completely as if such date were the date herein originally fixed for the
expiration of the term of this Lease and Tenant will then quit and surrender
the Premises to Landlord, but Tenant shall remain liable as hereinafter
provided.
b. If this Lease shall have been terminated as provided in this
Section, or if any execution or attachment shall be issued against Tenant or
any of Tenant's property whereupon the Premises shall be taken or occupied by
someone other than Tenant, then Landlord may, without notice, re-enter the
Premises, either by force, summary proceedings, ejectment or otherwise, and
remove and dispossess Tenant and all other persons and any and all property
from the same, as if this Lease had not been made.
c. In the event of any termination, Tenant shall pay the fixed rent,
additional rent and other sums payable hereunder up to the time of such
termination, and thereafter Tenant, until the end of what would have been the
term of this Lease in the absence of such termination, and whether or not the
Premises shall have been relet, shall be liable to Landlord for, and shall
pay to Landlord, as liquidated current damages, the fixed rent late fee/
administrative charges, interest and other sums which would be payable
hereunder if such termination had not occurred, less the net proceeds, if
any, of any reletting of the Premises, after deducting all reasonable
expenses incurred in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, legal expenses,
attorneys' fees, advertising, expenses of employees, alteration costs and
expenses of preparation for such reletting. Tenant shall pay such current
damages to Landlord monthly on the days which the fixed rent would have been
payable hereunder if this Lease had not been terminated.
d. In case of any Default by Tenant, re-entry, expiration and
dispossession of summary proceedings or otherwise, Landlord may (i) re-let
the Premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms which may at Landlord's option be equal to or
less than or exceed the period which would otherwise have constituted the
balance of the term of this Lease and may grant concessions or free rent to
the extent that Landlord considers reasonably necessary to re-let the same
and (ii) may make such reasonable alterations, repairs and decorations in the
Premises as Landlord in its sole judgment considers advisable and necessary
for the purpose of re-letting the Premises; and the making of such
alterations, repairs and decorations shall not operate or be construed to
release Tenant from liability hereunder as aforesaid. Landlord shall in no
event be liable in any way whatsoever for failure to re-let the Premises, or,
in the event that the Premises are re-let, for failure to collect the rent
under such re-letting. Tenant hereby expressly waives any and all rights of
redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed, or in the event of Landlord obtaining possession of
the Premises, by reason of the violation by Tenant of any of the covenants of
this Lease.
e. The specified remedies to which Landlord may resort hereunder are
not intended to be exclusive of any remedies or means of redress to which
Landlord may at any time be entitled lawfully, and Landlord may invoke any
remedy (including the remedy of specific performance) allowed at law or in
equity as if specific remedies were not herein provided for. All remedies
granted in this Section or otherwise provided by law shall be cumulative and,
unless inconsistent, may be exercised separately or concurrently or
successively.
f. All costs and expenses incurred by or on behalf of Landlord
(including, without limitation, reasonable attorneys' fees and expenses) in
enforcing its rights hereunder or occasioned by any Default of Tenant shall
be paid by Tenant.
24. Jurisdiction. This Lease shall be governed by the laws of the
Commonwealth of Virginia.
25. Notice to Mortgagee, Trustees, or Ground Lessor. After receiving
written notice from any person, firm or other entity that it holds a
mortgage, deed of trust or a ground lease which includes the Premises, no
notice from Tenant to Landlord alleging any default by Landlord shall be
effective unless and until a copy of the same is given to such holder,
trustee, or ground lessor (provided Tenant shall have been furnished with the
name and address of such holder, trustee or ground lessor in writing), and
the curing of any of Landlord's defaults by such holder, trustee or ground
lessor within thirty (30) days of the date of such notice (or such longer
period as may be reasonably required, provided such holder, trustee or ground
lessor is diligently pursuing such cure) shall be treated as performance by
Landlord.
26. Care of Premises. Tenant shall not perform any acts or carry on any
practices which may damage the Premises or Building or be a nuisance or
menace to other tenants. Tenant shall not store and'or place any material,
crates, boxes, equipment, abandoned trailers or automobiles, in the parking
areas, driveways, lawns, sidewalks and areas adjacent to the Premises under
its control, including the sidewalks and areas adjacent to the Premises or
outside the Premises in trash containers provided by Landlord. Landlord, at
its sole expense, shall maintain the landscaped areas, remove snow and ice
from the parking areas and roads and maintain the parking areas and roads
adjacent to the Premises, and schedule regular trash removal. If, however,
Tenant creates an extraordinary volume of trash or hazardous waste which
requires special handling, Tenant agrees to reimburse Landlord for any
additional cost occasioned thereby.
27. Short Form Deed of Lease--Notice of Termination. At the option of
either Landlord or Tenant, a short form memorandum of this Lease suitable for
recording purposes, but in no way varying the provisions of this Lease, shall
be entered into by Landlord and Tenant. The cost of preparing and recording
such a memorandum shall be at the expense of the party requesting the
recordation. In the event a short form deed of Lease is recorded, the parties
agree
that at the expiration of this Lease that they will execute a Notice of
Termination of this Lease and the cost of preparing and recording said Notice
shall be at the expense of the party requesting the recording of the short
form deed of Lease.
28. Leasing Clause. Landlord warrants that it is the owner of the
Premises and has the full right and authority to make this Lease. Landlord
hereby releases the Premises to Tenant in accordance with the provisions of
this Lease. Tenant hereby accepts this Lease.
29. Tenant's Corporate Authority. If Tenant is a corporation, it shall,
concurrently with the signing of this Lease, at Landlord's option, furnish to
Landlord a certificate of good standing issued by the Commonwealth of
Virginia. Each individual executing this Lease on behalf of Tenant hereby
represents and warrants that he is duly authorized to execute and deliver
this Lease and that Tenant is a duly organized corporation under the laws of
the State of its incorporation, is qualified to do business in Virginia, is
in good standing under the laws of the State of its incorporation and the
laws of Virginia, and has the power and authority to enter into this Lease,
and that all corporate action requisite to authorize Tenant to enter into
this Lease has been duly taken.
30. Notices. Any notice by either party to the other shall be in writing
and shall be deemed to be duly given only if delivered personally or mailed
by registered or certified mail in a post-paid envelope addressed (a) if to
Tenant, Xxxx Computer Corporation, 0000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or
to either at such other addresses as Tenant or Landlord, respectively, may
designate in writing. Notice shall be deemed to have been duly given if
facsimiled, delivered personally, on delivery thereof, and if mailed, by
certified or registered mail, on the third day after the mailing thereof.
Rent shall be paid to Landlord at the address as provided above.
31. Heirs and Assigns. This Lease shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns, provided that nothing herein shall be
deemed to modify the assignment and subletting provisions above.
32. Covenants of Quiet Enjoyment. Landlord covenants that subject to the
terms of this Lease, if Tenant shall pay the rent and perform all of the
covenants, terms, conditions and agreements of this Lease to be performed by
Tenant, Tenant shall, during the term hereby created, freely, peaceably and
quietly occupy and enjoy the full possession of the Premises without
molestation or hindrance by Landlord or any party claiming through or under
Landlord.
33. Paragraph Headings. The paragraph headings throughout this Lease are
for convenience and reference only, and the words contained therein shall in
no way be held to explain, modify or amplify or aid in the interpretation,
construction or meaning of the provisions of this Lease.
34. Complete Agreement. This Lease contains the entire agreement between
the parties hereto and all previous negotiations leading thereto, and it may
be modified only by an agreement in writing signed by Landlord and Tenant.
The parties agree that the execution hereof
has not been induced by either party by any representations, promises, or
undertakings not expressed herein.
35. Costs and Expenses. All costs and expenses incurred by or on behalf
of either party (including, without limitation, reasonable attorneys' fees
and expenses) in enforcing its rights hereunder or occasioned by any default
under this Lease shall be paid by the defaulting party.
36. Time is of the Essence. Time is of the essence with respect to the
performance of each of the obligations, covenants and agreements contained in
this Lease.
LANDLORD: C & T PARTNERSHIP
By:_________________________________
Title:______________________________
By:_________________________________
Title:______________________________
TENANT: XXXX COMPUTER CORPORATION
By:_________________________________
Title:______________________________
By:_________________________________
Title:______________________________
11
EXHIBIT "A"
(Legal Description)
C & T PARTNERSHIP
(Landlord)
and
XXXX COMPUTER CORPORATION
(Tenant)
_______________________________________________________________________________
INDEX
Term of Lease....................................................... 1
Use of Premises..................................................... 1
Parking............................................................. 1
Signs............................................................... 1
Rent................................................................ 1
Utilities........................................................... 2
Insurance........................................................... 3
Waiver of Subrogation............................................... 3
Indemnification..................................................... 3
Exculpation......................................................... 3
Public Liability Insurance.......................................... 4
Alterations......................................................... 4
Tenant's Use and Occupancy Upon Subordination....................... 5
Surrender........................................................... 5
Casualty Damage..................................................... 5
Repairs............................................................. 6
Entry............................................................... 7
Condemnation........................................................ 7
Real Estate Taxes................................................... 8
Waiver.............................................................. 8
Assignment and Subletting........................................... 8
Tenant's Default Landlord's Remedies................................ 8
Jurisdiction........................................................ 10
Notice to Mortgagee, Trustees, or Ground Lessor..................... 10
Care of Premises.................................................... 10
Short Form Deed of Lease Notice of Termination...................... 11
Leasing Clause...................................................... 11
Tenant's Corporate Authority........................................ 11
Commission.......................................................... 11
Notices............................................................. 11
Heirs and Assigns................................................... 11
Covenants of Quiet Enjoyment........................................ 12
Relationship of Parties............................................. 12
Paragraph Headings.................................................. 12
Complete Agreement.................................................. 12
Costs and Expenses.................................................. 12
Time is of the Essence.............................................. 12
FIRST ADDENDUM TO LEASE
THIS FIRST ADDENDUM TO LEASE ("First Addendum"), is made as of the 1st
day of December 1995 by and between C&T Partnership, a Virginia General
Partnership ("Landlord"), and Xxxx Computer Corporation ("Tenant") a Virginia
corporation ("Tenant"):
RECITALS
Pursuant to the Deed of Lease dated October 31, 1994, by and between C&T
Partnership ("Landlord"), and Xxxx Computer Corporation ("Tenant"), Landlord
leased to Tenant an area of 14,230 square feet, more or less (the
"Premises"), in a 35,100 square foot building (the "Building"), located at
0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx 00000. Tenant desires
to expand into the two adjacent room as indicated on attached floor plan
increasing the square footage of the Premises from 14,230 square feet to
19,230 square feet, more or less. The Lease is hereby amended in accordance
with the following terms and conditions.
AGREEMENT
For and in consideration of the rent and the mutual benefits flowing to
the parties from the Lease as amended hereby, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged,
Landlord and Tenant agree as follows:
1. TERM
The term of this First Addendum shall commence December 1, 1995 and
terminate October 31, 1999.
2. PREMISES
Landlord and Tenant hereby agree that Tenant shall expand its premises by
5,000 square feet, more or less, into space shown on attached floor plan.
The total area of the Premises for all purposes shall hereafter be 19,230
square feet.
3. UTILITIES
Tenant agrees to pay all utilities within the Premises as expanded.
4. IMPROVEMENTS
Tenant agrees to accept the expansion space in "as is" condition.
Landlord will promptly and reasonably approve Tenant's plans for said
improvements. Tenant
Landlord:
C&T Partnership
A Virginia General Partnership
WITNESS AND ATTEST
_________________________________ By:___________________________
Xxxxxx Xxxx
WITNESS AND ATTEST
_________________________________ By:___________________________
Xxxxxxx Xxxx
_____________________
Tenant:
WITNESS & ATTEST Xxxx Computer Corporation
_________________________________ By:___________________________
Name:_________________________
Title:________________________
SECOND ADDENDUM TO LEASE
THIS SECOND ADDENDUM TO LEASE ("Second Addendum") is made as of the 31st
day of October 1996 by and between C&T Partnership, a Virginia General
Partnership ("Landlord") and Xxxx Computer Corporation, a Virginia
corporation ('Tenant").
RECITALS
Pursuant to the Deed of Lease dated October 31, 1994, by and between C&T
Partnership ("Landlord"), and Xxxx Computer Corporation ('Tenant"), a
Landlord leased to Tenant an area of 19,230 square feet, more or less (the
"Premises"), in a 35,100 square foot building (the "Building"), located at
0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxx, XX 00000. Tenant desires to have
a fixed price lease and Landlord hereby agrees to amend lease in accordance
with the following terms and conditions.
AGREEMENT
1. TERM
The term of this Second Addendum shall commence October 31, 1996 and
terminate October 31, 1999.
2. PREMISES
Landlord and Tenant hereby agree that this Second Addendum covers
specifically the 19,230 square feet, more or less, currently being leased
by Tenant.
3. RENT
Rent is currently $168,000 annually. This rent shall be fixed through the
term of the Lease. The rent schedule in paragraph 5 of the lease is now
modified and reads as follows:
Third year of lease $168,000; $14,000 per month
Fourth year of lease $168,000; $14,000 per month
Fifth year of lease $168,000; $14,000 per month.
4. FULL FORCE AND EFFECT
Except as modified hereby, all other terms, convenience and conditions of
the Lease are hereby acknowledged to be in full force and effect, and the
parties ratify and confirm same. To the extent that the terms of this
Second Addendum conflict with or contradict the terms of the Lease it is
the intent of the parties hereto that the terms of this Second Addendum
shall control.
Page 2
Landlord:
C&T Partnership
A Virginia General Partnership
WITNESS AND ATTEST
_________________________________ By:___________________________
Xxxxxx Xxxx, Partner
WITNESS AND ATTEST
_________________________________ By:___________________________
Xxxxxxx Xxxx, Partner
______________________________
Tenant:
WITNESS AND ATTEST Xxxx Computer Corporation
_________________________________ By:___________________________
Name: Xxxx X. Xxxxxxx
Title: Exec. Vice Pres.
