Lease Renewal Addendum Number One
Software Technology, Inc.
Exhibit 10.10
ADDENDUM NUMBER ONE TO AGREEMENT OF LEASE
BY AND BETWEEN
HUNTING CREEK, LLC, A Delaware limited liability company
(Formerly Alexandria South Associates, L.P.) AS LANDLORD
AND
SOFTWARE TECHNOLOGY, INC., A Florida Corporation, AS TENANT
The above referenced Agreement of Lease dated August 15, 1994 is hereby
amended and modified in the following manner:
1. TERM - - Five (5) years beginning on September 1, 1998, the "Lease
Commencement Date" and ending on August 31, 2003, the "Lease Expiration
Date." 2. BASE ANNUAL RENT - - It is agreed that effective September 1,
1998, the base annual rent shall be Two Hundred Ninety Four Thousand Four
Hundred Forty Eight and 00/100 Dollars ($294,448.00), payable in equal
monthly installments of Twenty Four Thousand Five Hundred Thirty Seven and
33/100 Dollars ($24,537.33) subject to annual escalations and passthroughs
per the existing Agreement of Lease. 3. ADDITIONAL RENT - - Pro rata share
of Operating Expense increases over the Operating Expense Amount of the
Base Year 1999. 4. TENANT IMPROVEMENTS - - Landlord shall provide, at
Landlord's expense, reconfiguration of the Premises in accordance with the
plan attached as Exhibit "A" prepared by Architecture & Design Associates,
Inc. dated May 18, 1998 and approved by Tenant on May 29, 1998 ("Tenant
Approved Plans") utilizing Building standard materials and specifications.
All Building HVAC, fire and life safety code requirements (including but
not limited to sprinklers, exit signs, heatpumps, and VAV boxes) shall be
installed and/or relocated as required by "Exhibit A" at Landlord's
expense. The Tenant's Premises shall be constructed or modified per
"Exhibit A", at Landlord's sole cost and expense, to comply with the
requirements of the Americans with Disabilities Act standards (ADA) as
required at time of construction permit issuance. NOTE: Alteration and/or
installation of phone, computer equipment and cabling shall be excluded
from said Tenant Improvements provided by Landlord.
5. TERMINIATION OF LEASE - - Article 21(b)(i) is hereby null and void and is
replaced by the following verbiage:
Landlord may terminate this Lease by giving notice of such termination to
Tenant, a) if Tenant is in default due to failure to pay Monthly Payment(s)
or Additional Rent when due and Tenant fails to cure such default within
ten (10) days after such notice is received; or b) if Tenant fails to cure
any non-monetary default within thirty (30) days after such notice (which
thirty (30) day period shall be extended for such additional period of time
as reasonably may be necessary to cure such default if by its nature such
default cannot be cured in such thirty (30) day period, so long as,
however, Tenant shall commence to cure such default within such thirty (30)
day period and shall proceed diligently to cure same); PROVIDED, HOWEVER,
that this Subparagraph may not be invoked while a case under the Bankruptcy
Code is pending in which Tenant is the subject debtor, unless Tenant or its
Trustee in Bankruptcy is unable to comply with the provisions of
Subparagraph 21 (b)(vi), 21 (b)(vii), and 21 (b)(vii). Upon the giving of
notice and failure of Tenant to cure within the above-prescribed time, this
Lease shall terminate and Tenant shall be obligated to quit and surrender
the Premises. Any other notice to quit or notice of Landlord's intention to
re-enter is hereby expressly waived by Tenant. If Landlord elects to
terminate this Lease under these provisions, all covenants and agreements
herein made by Landlord shall cease without prejudice to the right of
Landlord to recover from Tenant all rent accrued to the time of termination
or recovery of possession of the Premises by Landlord, whichever is later,
and any other monetary damages or loss sustained by Landlord, including,
but not limited to, loss of rent, costs of advertising, commissions,
physical alterations, and rent concessions of any kind.
6. TENANT'S FINANCIAL DATA - - Article 32(o) is amended to provide any needed
or requested financial data regarding Tenant or entities or individuals
related to Tenant will be acquired by Landlord from Tenants' public filings
with the Securities and Exchange Commission. Tenant shall have no
obligation to provide information in excess of or addition to the SEC
public filings.
7. SIGNAGE - - Article 36 is hereby amended to provide Tenant, at its costs
and expense, the right, during the Term and any extensions thereto, to
modify and/or replace any existing Tenant signage on the Penthouse of the
Building which signage shall be mutually agreeable to both Landlord and
Tenant. The specifications for any such modifications and/or replacement
must meet existing Fairfax County Zoning Regulations and shall be defined
and shall be incorporated as an addendum to the Lease.
8. OPTION TO EXTEND - - Article 38 "Option to Extend" is hereby null and void
and is replaced by the following:
Provided the Tenant is not in default of its Lease terms and conditions,
Tenant shall have the right to extend the lease for three (3) additional
one (1) year terms at ninety-five percent (95%) of the then current fair
market rate, as mutually agreed upon by Landlord and Tenant, but in no
event shall the renewal rate be less that the Tenant's then current rental
rate in effect at the expiration of the current term. Tenant shall give
Landlord no less than one hundred eighty (180) days written notice of its
intent to exercise said option to renew.
9. OPTION TO CONTRACT - - Article 39 "Reduction to Size of Premises" is hereby
null and void and is replaced by the following verbiage:
Provided the Tenant is not in default of Lease terms and conditions, at any
time during the last three (3) years of the renewal term, Tenant shall have
the right to "give back" to the Landlord up to 4,106 rentable square feet
of space by providing Landlord with one hundred eighty (180) days prior
written notice accompanied by liquidated damages in an amount equal to one
hundred twenty five percent (125%) of the unamortized brokerage commissions
and Tenant Improvements on a pro-rata basis as applied to the actual square
footage contracted amortized at ten percent (10%) interest per annum. The
total cost of commissions is $73,612.00 and the total cost of Tenant
Improvements is $173,700.00. Such right to contract shall continue during
Tenant's renewal periods. In the event Tenant elects to contract, Tenant
shall forgo its right of Building signage.
10. RIGHT OF FIRST OFFER - - Provided the Tenant is not in default of the
Lease, Tenant shall have the first of offering to lease any space available
in the Building (Expansion Area), subject to expansion rights, if any, of
existing tenant(s). Tenant shall have five (5) business days from
Landlord's written offer to lease the then available Expansion Area at the
terms provided by Landlord in the Landlord's offer. Should Tenant elect not
to lease the Expansion Area(s), Landlord shall be relieved of any further
obligation to Tenant and Landlord shall be free to lease the offered
Expansion Area(s) to other tenant(s). However, in the event the Landlord is
willing to accept an offer for the Expansion Area(s) at terms materially
less advantageous to Landlord than the terms contained in Landlord's offer
to Tenant, then Landlord shall advise Tenant of such terms and Tenant shall
have five (5) business days from Landlord's notice to lease the available
Expansion Area at the terms then deemed acceptable by Landlord.
11. SUBLEASING AND ASSIGNMENT - - The provisions of Article 12 of the Lease
notwithstanding, fifty percent (50%) of any net profits from subleasing
shall be retained by the Landlord and fifty percent (50%) shall be retained
by Tenant. Landlord will provide to subtenant(s) and assignee(s) all rights
and services provided for in Tenant's lease.
12. ROOF RIGHTS - - Tenant shall have reasonable access to and use of a portion
of the Building roof at no charge to Tenant, specific location to be by
mutual agreement, subject to local government codes and coordination with
Building management for the installation and maintenance of its
communication equipment throughout the term and any extensions thereof.
Tenant shall obtain all required permits and submit plans to Landlord for
review and approval prior to installation. Upon expiration of the Lease,
Tenant shall remove its communication equipment from the roof at Tenant's
sole expense, including making all required roof repairs. All roof work
required to install and remove said dishes shall be performed by a
Landlord-approved contractor so as not to void any existing roof warranty.
13. NON-DISTURBANCE/QUIET ENJOYMENT - - Landlord shall use its best efforts to
obtain a non-disturbance agreement from its current lender and from future
lenders, which shall not allow for the early termination or any
modification of the Lease and its various extensions and options. In no
event shall this Lease be void or voidable should Landlord's lender(s)
refuse to supply a non-disturbance agreement.
14. LANDLORD'S ADDRESS FOR NOTICES - -
Landlord's Address for Notice: Hunting Creek, LLC
ATTN: Xxxxxxx X. Xxxxxx, Manager
0000 Xxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000-0000
With a Copy to: Gates, Xxxxxx & Associates, Inc.
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Notice to Tenant: Xx. X. Xxxxxx XxXxxx
Manager of DC Engineering
Software Technology, Inc.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Xx. Xxxxxx X. Xxxxxx
General Counsel
Exigent International, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000-0000
Fax: (000) 000-0000
15. HAZARDOUS MATERIALS REPRESENTATION - - Landlord represents and warrants
that the air within the Premises, and any associated common areas, is free,
and shall remain free during the term of the Lease, of any concentrations
of asbestos or any other hazardous materials that violate federal, state or
local regulations or ordinances or present a health threat to Tenant, its
employees or agents, ("Hazardous Materials"). Tenant represents and
warrants that it will not use Hazardous Materials in or about the Premises.
16. COMMISSION - - The Xxxx Ezra Company (Broker) is acting solely as agent for
the Tenant in this lease transaction, with a fiduciary duty solely to
Tenant. Broker is not acting as agent for the Landlord in this transaction,
however, Tenant is not liable for the payment of brokerage commissions to
either Gates, Xxxxxx & Associates, Inc., or the Xxxx Ezra Company. Landlord
recognizes The Xxxx Xxxx Company as the cooperating broker in this
transaction and will compensate the Broker with a market commission
according to a separate agreement.
ALL OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED
AGREEMENT OF LEASE SHALL REMAIN IN FULL FORCE AND EFFECT
WITNESS AS TO LANDLORD: LANDLORD: HUNTING CREEK, LLC
/s/ Xxxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
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(Corporate Seal) DATE: 31 - July 1998
ATTEST AS TO TENENT: TENANT: SOFTWARE TECHNOLOGY, INC.
A FLORIDA CORPORATION
/s/ Xxx X. Xxxxxxx, Xx. BY: /s/ B.R. Xxxxxxx
---------------------------- ------------------------------
(Corporate Seal)
PRINTED NAME: B.R. Xxxxxxx
----------------
TITLE: President
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DATE: 22 - July 1998
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APPROVED FOR GATES, XXXXXX & ASSOCIATES, INC.
BY: /s/ Xxxxxxx X. Xxxxxx, Xx. V.P.
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