Exhibit 10.2
AGREEMENT OF SUBLEASE
THIS AGREEMENT OF SUBLEASE (THIS "SUBLEASE") is made as of the 17th day
of August 1998, by and between STANFORD TELECOMMUNICATIONS, INC., a Delaware
Corporation ("Sublandlord") and KNOWLEDGELINK INTERACTIVE, INC., a Virginia
corporation ("Subtenant").
W I T N E S S E T H:
WHEREAS, Lockheed Xxxxxx (successor in interest to Loral Corporation)
("1st Sublandlord") and Stanford Telecommunications, Inc. ("Sublandlord")
entered into a sublease dated August 1994 ("1st Sublease Agreement") for the
premises hereafter described, a copy of which is attached hereto as Exhibit B-1
and whereas Lockheed Xxxxxx was assigned the Prime Lease with the Building Owner
May 13, 1991 attached hereto as Exhibit B-2.
WHEREAS, Subtenant and Sublandlord desire to enter into this Sublease
for a portion of the same premises.
NOW, THEREFORE, in consideration of the mutual covenants herein and for
other valuable consideration, the sufficiency and receipt of which is hereby
acknowledged by the parties, Sublandlord and Subtenant mutually agree, and
intend to be legally bound, as follows:
1. PREMISES. Sublandlord leases to Tenant all of Sublandlord's
right, title and interest in that certain premises to be known as
Suite _____ ("Sublease Premises"), attached as Exhibit A, which
Sublandlord has measured preliminarily as approximately Seven
Thousand (7,000) rentable square feet which is a Sub-Sublease
from Sublandlord and Lockheed Xxxxxx (1st Sublandlord). Suite
____, the Sublease Premises, is located on the third (3rd) floor
of the building known as Lake Fairfax Business Center Building
Four and having the street address of 0000 Xxxxxxxx Xxxxxx Xxxxx,
Xxxxxx, Xxxxxxxx 00000 (the "Building"). The Sublease Premises
will be measured by the Sublandlord's architect, Xxxxxxxxx Xxxxx
Architects, PC, using the Standard Method for Measuring Floor
Areas in Office Buildings, Building Owners and Managers
Association, 1996 edition and upon certification of the actual
measurement an adjustment to the Base Rent (if needed) will be
made via Amendment.
2. SUBLEASE TERM.
A. The "Sublease Term" shall commence (the "Commencement Date")
October 1, 1998, or as soon as space is available for occupancy;
however, in no event shall the occupancy and commencement date be
later then October 15, 1998.
B. The Sublease Term shall expire upon the twenty-fourth month
(24th) of the Lease Term following the Commencement Date (i.e.,
September 31, 2000).
C. Sublandlord shall deliver possession of the Sublease Premises
to Subtenant on the Commencement Date, provided, however, that
after receipt of requisite
approvals, Subtenant and Subtenant's contractors may access the
Sublease Premises prior to the Commencement Date for the purposes
of renovating and installing improvements to the Sublease
Premises. Sublandlord will repaint, recarpet with selections made
by Sublandlord and demise the Premises, in accordance with code
requirement. In addition Sublandlord shall demolish the existing
SCIF, construct 7 perimeter offices along the windowline and an
interior conference room (to include reasonable electric power to
each office) in the location of existing SCIF, and install one
(1) pair of Building standard wood doors at Subtenant's suite
entry. Any additional scope of work will be at Subtenant's sole
expense.
3. BASE RENT. Beginning with the Commencement Date, Subtenant shall
pay to Sublandlord rent equal to the product of Twenty-Four
Dollars ($24.00) ("Rental Rate") times the number of rentable
square feet in the Sublease Premises, and shall be paid in equal
monthly installments on the first (1st) of each month. Based on
the measurements of the Sublease Premises performed by
Sublandlord (noted in Paragraph 1), the Base Rent shall be One
Hundred Sixty-Eight Thousand Dollars ($168,000.00) per annum, and
each monthly installment of Base Rent shall be Fourteen Thousand
Dollars ($14,000.00). In addition, the Base Rent shall increase
by Three percent (3%) annually, commencing with the second (2nd)
lease year.
4. OPERATING EXPENSES. During the Sublease Term, Subtenant's
contribution to Operating Expenses shall remain fixed at the rate
that is included within the Base Rent.
5. PARKING. Sublandlord shall provide Subtenant with the
non-exclusive use of 3.6 parking spaces for 1,000 square feet of
leased space free of charge.
6. CONDITION OF SUBLEASE PREMISES. Sublandlord represents that as of
the execution date of the Sublease, there is no pre-existing
condition in either the Sublease Premises or the Building that
violates any building, health, environmental or safety law code,
rule or regulation (including ADA). If there is a violation of
such a code, law, rule or regulation, then Sublandlord shall
cause such violation(s) to be corrected prior to the Commencement
Date without expense to Subtenant.
7. IMPROVEMENTS TO ELEVATOR LOBBY. Sublandlord has initiated a
subleasing program for the third floor with the intent to
sublease all or the major portion of the floor. Upon completion
of the subleasing on the third floor, Sublandlord will recarpet
and redo the walls of the common areas with wallcovering and/or
paint appropriate for the area in the Building.
8. USE. Subtenant may use the Sublease Premises in all ways not
prohibited by the Prime Lease.
9. DEFAULT UNDER SUPERIOR LEASES.
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A. Sublandlord represents and warrants that the Prime Lease is in full
force and effect as of the date of this Sublease, and that there is no
default by Landlord or Sublandlord under the Prime Lease. Sublandlord
agrees not to terminate the Prime Lease during the Sublease term or to
modify or amend it in a manner, which will reduce Subtenant's rights
under the Sublease.
B. Subtenant shall not act in any manner, which would cause a default
under the terms of the Prime Lease. Within five (5) business days of
Sublandlord's receipt of notice of any default under the Prime Lease
which may jeopardize Subtenant's quiet enjoyment of the Sublease
Premises, Sublandlord shall notify Subtenant of the nature of the
default and of Sublandlord's intention to cure such default. In the
event Subtenant or Sublandlord shall receive a notice of default from
the Landlord as a direct result of Subtenant's actions, then Subtenant
shall have all the rights to cure such event of default that
Sublandlord enjoys under the Prime Lease, however, in the event
Subtenant fails to timely cure any event of default within ten (10)
business days, Sublandlord shall have the right to terminate the lease
and Subtenant shall vacate the premises within thirty (30) days.
Further, Sublandlord shall have the right to recover all damages to
which Sublandlord is entitled including reletting expenses (vacancy,
commissions, improvements, etc.) and any unpaid rent up until the time
of such reletting. Sublandlord, on behalf of Subtenant, shall utilize
its best efforts to enforce all of its rights and remedies available
pursuant to the Prime Lease.
10. INSURANCE. During the Sublease Term, Subtenant shall maintain
insurance in force with a company licensed to do business in Virginia,
with policy limits of at least Two Million Dollars ($2,000,000.00)
general liability and One Million Dollars ($1,000,000.00) property
damage. Sublandlord shall be named as an additional insured thereunder
and Subtenant shall provide Sublandlord with a certificate of such
insurance prior to the Commencement Date. Subtenant and Sublandlord
each hereby waive any and all rights of recovery against the other, or
against the officers employees, agents and representatives of the
other, for loss of or damage to such waiving party or its property or
the property of others under its control to the extent that such loss
or damage is insured against under any insurance policy in force at the
time of such loss or damage and such loss or damage has been paid by
the insurance company. The insuring party shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance
carrier or carriers that the foregoing mutual waiver of subrogation is
contained in this Sublease.
11. NOTICES. Every notice, approval, consent or other communication
authorized or required by this Sublease ("Notice") shall not be
effective unless same shall be in writing and sent postage prepaid by
United States registered or certified mail, return receipt requested,
or delivered by hand, and a written receipt acknowledging such postal
or hand delivery obtained for each designated recipient (or proof of
refusal), directed to the other party at the following addresses
(indicating the date and to whom delivered), or such other address as
either party may designate by Notice given from time to time in
accordance with this Paragraph:
If to Subtenant: KNOWLEDGELINK Interactive, Inc.
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Lake Fairfax Business Center
Building Four
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Xxx X. Xxxxxxx, CFO
If to Sublandlord: Stanford Telecommunications, Inc.
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Xxx Xxxxxx, Vice President
Finance/Administration
12. BROKERS. Sublandlord shall be solely responsible for any
commissions due to Smithy Braedon-ONCOR International and
Xxxxxxxxx & Xxxx in connection with this Sublease. Otherwise,
Sublandlord and Subtenant represent to each other that neither
has dealt with any broker or agent in connection with this
Sublease and each party represents and warrants that there are no
other claims for brokerage commissions in connection with the
execution of this Sublease. Sublandlord agrees to indemnify and
hold Subtenant harmless from all liabilities arising from any
such claim for commission (including, without limitation, the
cost of legal fees in connection therewith) as a result of
Sublandlord's dealings in connection with this Lease.
13. SECURITY. Upon full execution of the Sublease, Sublandlord shall
deliver to Subtenant a reasonable number of suite entry keys for
the Sublease Premises Building perimeter security access cards,
at no cost to Subtenant.
14. IDENTITY. Sublandlord shall obtain Landlord's consent, if
necessary, for Subtenant's Building Directory strips (3 lines).
15. LANDLORD APPROVAL. In the event the Prime Lease requires the
prior written consent of the Landlord prior to an action by the
Subtenant, then Sublandlord, on behalf of Subtenant, shall
initiate action to gain consent from Landlord within Ten (10)
days of Subtenant's notice to Sublandlord concerning such
proposed action. The preceding sentence notwithstanding, in the
event the Prime Lease specifies the time period in which Landlord
must respond to such a request for consent, then such specified
time period shall control.
16. QUIET ENJOYMENT. Subtenant shall have the peaceful and quiet use
of the Sublease Premises, and all rights, servitude and
privileges belonging or in anywise appertaining thereto or
granted thereby, for the Term of this Sublease, without hindrance
or interruption by Sublandlord. Sublandlord warrants that it has
full right and authority to enter into this Lease for the full
term hereof.
17. SECURITY DEPOSIT. Upon Sublease execution, Subtenant shall post a
Security Deposit equal to four months Base Rent ($56,000). One
month shall be applied to
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the first month's Base Rent due and the remaining three (3)
months shall be held as security for the term of the Sublease,
but shall be reduced as follows, provided that Subtenant is not
in default:
Sublandlord shall return an amount equal to one (1) months rent
after six (6) months of occupancy, another one (1) month after
twelve (12) months occupancy. The balance of the Security Deposit
shall be held for the balance of Subtenants Sublease Term and
shall be refunded within ninety (90) days after Sublease
expiration.
18. COMMUNICATIONS. Subtenant agrees that all communications regarding
their tenancy under this Sublease shall be directed only to the
Sublandlord who will in the case of property management issues contact
the Landlord.
19. ENTIRE AGREEMENT. This Sublease, together with the Exhibits
attached hereto, contains and embodies the entire agreement of the
Parties hereto, and no representations, inducements or agreements, oral
or otherwise, between the parties not contained in this Sublease and
the Exhibits, shall be of any force and effect. This Sublease may not
be modified, changed or terminated in whole or in part in any manner
other than by an agreement in writing duly signed by the Parties
hereto.
IN WITNESS WHEREOF, this Agreement of Sublease has been executed by the
parties as of the date first hereinabove written.
SUBLANDLORD: SUBTENANT:
STANFORD KNOWLEDGELINK INTERACTIVE, INC.
TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxx, for By: /s/ Xxx. X. Xxxxxxx
----------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxx X. Xxxxxxx
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Title: Vice President, Admin. & Finance Title: C.F.O.
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Date: Date: 8/28/98
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Attachments: Exhibit A - Floor Plan of Sublease Premises
Exhibit B - Prime Lease - Stanford and Building Owner
Exhibit B-1 - Lockheed Xxxxxx/Loral Sublease
Exhibit B-2 - Lockheed Xxxxxx/Loral Prime Lease
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CONSENT OF LANDLORD
A & A Fairfax Four, L.L.C., as Landlord pursuant to that certain Office
Lease dated July 1, 1986, ("Lease") between A & A Fairfax Four, LLC, as
successor in interest to American General Investment Corporation, ("Landlord")
and Lockheed Xxxxxx Corporation, successor in Interest to Loral Corporation
("Tenant"), hereby consents to that certain Sublease Agreement and Amendment One
to Sublease and any and all exhibits referenced therein (collectively,
"Sublease") between Stanford Telecommunications, Inc. ("Subleasee") and
Knowledgelink Interactive, Inc. ("Sublessee's Subtenant"), comprising 7,748
square feet, a copy of which Sublease is attached hereto as Exhibit A, on the
express conditions that:
1. the Sublease is in all respects subject and subordinate to the
Lease; and
2. no further sublease of any portion of the demised premises or
assignment of the Lease or the Sublease shall be made without the
prior written consent of Landlord; and
3. the Tenant remains fully liable for all obligations of Tenant
pursuant to the Lease (without implied modification by reason of
Landlord's consent to the Sublease), including with respect to the
portion of the Premises being subleased to Sublessee.
4. Sublessee acknowledges the obligation to return the Premises to the
Landlord at the expiration of the Lease in the original condition
(referring particularly to the secured space know as the Tempest
areas, the value of which is estimated to be $60,000.00), reasonable
wear and tear excepted, if requested by the Landlord; and
5. the Landlord makes no representation with respect to the compliance
of the intended use of the subleased premises with local law or
compliance of the subleased premises with the requirement of the
Sublease; and
6. notwithstanding anything to the contrary contained in the Sublease,
Landlord has no obligations or liabilities to Sublessee in
connection with the subleased premises and Sublessee has no rights
against Landlord with respect to the sublease premises or any
obligations of Landlord to Tenant or Sublessee pursuant to the
Lease; and
7. the Tenant and Sublessee acknowledge and agree that the Landlord has
no liability for the performance of any convenant of Tenant pursuant
to the Sublease and is not subject to the terms of any other
agreement between Tenant and Subleasee; and
8. any and all improvements made with respect to this sublease shall be
subject to the review and approval of Landlord. SubLessee agrees to
pay construction management fees of seven percent (7%) directly to
Camcon, L.P.; and
9. Tenant agrees that all communication to Landlord regarding this
sublease and Sublessee's occupancy in the building shall be directed
through Tenant; and
10. Tenant agrees that the Sublease may not be renewed or held over for
any period of
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time without the Landlord's express, written consent; and
11. Lockheed Xxxxxx Corporation, as Lessee under the Prime Lease, and
1st Sublandlord under the Agreement of Sublease hereby consents to
this Sublease. However, Lockheed Xxxxxx Corporation shall not
accept any obligations or liabilities that may be created by this
Agreement above those existent through the Prime Lease, except those
matters requiring Lockheed Xxxxxx Corporation to communicate certain
request(s) to Prime Lessor on behalf of the Subtenant under this
Agreement. 1st Sublandlord's consent herein shall not modify or
affect the Prime Lease or relieve Stanford Telecommunications, Inc.
from any liability thereunder.
12. Subleasee shall submit a security deposit in the amount $42,000.00,
which shall be addressed in accordance with the terms set forth in
Paragraph 17 Security Deposit of the Agreement Of Sublease; and
13. Sublessee, shall submit specifications to Landlord for approval
prior to commencing any work regarding the third floor common areas.
IN WITNESS WHEREOF, the undersigned have executed this Consent as of
__________ ______, 1998.
LANDLORD:
A&A Fairfax L.L.C., successor in interest
to American General Investment Corporation
By: /s/ Xxxxx Xxxxxxx
------------------
Xx. Xxxxx Xxxxxxx
Managing Member
TENANT:
Lockheed Xxxxxx Corporation, successor in
interest to Loral Corporation
By: LMC Properties, Inc., Attorney In
Fact under irrevocable Power of Attorney,
dated June 5, 1996
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Print Name: Xxxx X. Xxxxxxxx
-----------------
Title: Senior Manager; Real Estate
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SUBLESSEE
Stanford Telecommunications, Inc.
By: /s/ Xxxxxxx Xxxxx, for
-----------------------
Print Name: Xxxxxx X. Xxxxxx
-----------------
Title: Vice President, Admin & Finance
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AMENDMENT ONE TO SUBLEASE
This Amendment One ("Amendment") to Agreement of Sublease ("Sublease") is made
this ____ day of October, 1998, between Stanford Telecommunications, Inc.
("Sublandlord") and Knowledgelink Interactive, Inc. ("Subtenant"). This
Amendment serves to clarify terms and conditions of the Agreement of Sublease
between Stanford Telecommunications, Inc. and Knowledgelink Interactive, Inc.
1 Throughout the document, "Sublandlord" refers to Stanford
Telecommunications, Inc.
2. Clause 1, "Tenant" should read "Subtenant."
3. Second paragraph of Sublease, first line should read: WHEREAS, Lockheed
Xxxxxx Corporation ("Lockheed Xxxxxx") (successor in interest. . . .
4. The attachments to the Agreement of Sublease labeled Xxxxxxxx X, X-0, and
B-2 are included with the Sublease and incorporated into the Sublease by
reference.
5. Add as a first paragraph after "WITNESSETH" on the first page.
"WHEREAS, A&A Fairfax Four, L.L.C. ("Prime Lessor" or "Landlord") as
successor to American General Investment Corporation as successor to,
Paradigm Investment Limited Partnership entered into an Office Lease
dated, July 1, 1986 ("Prime Lease") with Lockheed Xxxxxx Corporation
("Prime Lessee" or "1st Sublandlord") as successor in interest to Loral
Corporation, as successor to Goodyear Tire and Rubber Company, attached
hereto as Exhibit B and incorporated herein as reference; and"
[Follow with the paragraph: "WHEREAS, Lockheed Xxxxxx. . . ."]
6. Clause 8. Use. Change "not prohibited" to "permitted".
7. Clause 9A, line 2, insert ", to the best of its knowledge," between "and"
and "that".
8. Add to Clause 16: "1st Sublandlord shall not be responsible or liable in
any manner, to Sublandlord or Subtenant in the event Prime Lessor does not
consent to any Subtenant or Sublandlord proposed action. Further, consent by
Prime Lessor shall in no way create any obligation or liability on the part of
1st Sublandlord."
9. Indemnification. Stanford Telecom ("Sublandlord) agrees to indemnify and
hold Lockheed Xxxxxx Corporation ("1st Sublandlord) harmless from any
obligation by Landlord to return the Premises to the Landlord at the
expiration of the Lease in the original condition.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Sublease
as of the date first hereinabove written.
SUBLANDLORD: SUBTENANT:
STANFORD TELECOMMUNICATIONS, INC. KNOWLEDGELINK INTERACTIVE, INC.
By: /s/ Xxxxxxx Xxxxx, for By: /s/ Xxx X. Xxxxxxx
------------------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxx. X. Xxxxxxx
----------------------------------- --------------------------
Title: Vice President, Admin and Finance Title: C.F.O.
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Date: 10/12/98 Date: 10/12/98
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