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EXHIBIT 10.16
24. CONDEMNATION
OFFICE LEASE AGREEMENT
XxXXXX PROFESSIONAL PARK
MCLEAN, VIRGINIA
THIS LEASE AGREEMENT made and entered into on this the 25th day of October,
1999, by and between Young & Xxxxxxxx Co., whose address for purposes hereof is
0000 00xx Xx., X.X. #000, Xxxx. X.X. 00000 hereinafter called "Lessor", and
Xxxxxx X., Ltd. hereinafter called "Lessee".
WITNESSETH, That, for and in consideration of the rents, mutual covenants
and agreements hereinafter set forth, the parties hereto do hereby mutually
agree as follows:
1. PREMISES LEASED AND DEMISED
The Lessor does hereby lease to Lessee, and Lessee does hereby lease from
Lessor, for the term and upon the conditions hereinafter provided in the office
building situated at 0000 Xxxxx Xxxxxx Xxxx, (such space being hereinafter
referred to as the "demised premises"). The demised premises have been assigned
Suites 300 & 301.
2. LEASE TERM
Subject to and upon the terms and conditions set forth herein, or in any
exhibit or addendum hereto, the term of this lease shall be for an initial
period of 27 Months beginning on the First day of November, 1999, and ending on
the 31st day of January, 2002.
3. USE OF DEMISED PREMISES
Lessee will use and occupy the demised premises solely for administrative,
sales & executive offices purposes and under the trade name Xxxxxx X., Ltd.
which trade name shall be used by lessee throughout the term hereof and lessee
shall not use or trade under or advertise itself under any other name, style or
designation. Lessee's use shall be in accordance with the use permitted under
applicable municipal regulations and without the prior written consent of
lessor, the demised premises will not be used for any other purpose. Lessee will
not use or occupy the demised premises for any unlawful purpose and will comply
with all present and future laws, ordinances, regulations, and orders of the
United States of America, the State of Virginia, and any other public authority
having jurisdiction over the demised premises, to which the lessee is subject.
4. BASE RENTAL
The annual rent to be paid for said premises during said term, which lessee
hereby agrees to pay to lessor in advance, and lessor hereby agrees to accept,
shall be the sum of Thirty Three Thousand Five Hundred Thirty Six Dollars &
25/100 ($33,536.25) payable in equal monthly installments on the first day of
each calendar month during the term of this lease. Such rental shall be base
rental and subject to escalation as hereinafter provided. The annual base rent
to be paid for said demised premises during the term hereof, and any additional
rent shall be paid without demand, diminution, deduction, or set-off, or prior
demand, in monthly installments during the term of this lease, all as together
with additional rent hereinafter provided. If the obligation of the lessee to
pay rent hereunder begins on a day other than on the first day of a month, rent
from such date until the first day of the following month shall be prorated at
the rate of one-thirtieth (1/30) of the fixed monthly rental for each day
payable in advance. The lessee will pay, without demand, said rent by check to
Xxxxxx X. Xxxxx Management, Inc., 0000 00xx Xxxxxx, X.X. #000, Xxxx., X.X.
00000, or to such other party or to such other address as lessor may designate
from time to time by written notice to lessee, without demand and without
deduction, set-off or counterclaim. If lessor shall at any time or times accept
said rent after it shall become due and payable, such acceptance shall not
excuse delay upon subsequent occasions, or constitute, or be construed as, a
waiver of any or all of the lessor's rights hereunder.
Lessor acknowledges receipt from lessee of one twelfth of the initial
annual base rent to be held as collateral security for the payment of any
rentals and other sums of money payable by lessee under this lease, and for the
faithful performance of all other covenants and agreements of lessee hereunder.
The amount of said deposit shall be repaid to lessee after the termination of
this lease and any renewal thereof, provided lessee shall have made all
payments and performed all covenants and agreements. Upon any default by lessee
hereunder, all or part of said deposit may, at lessor's sole option, be applied
on account of such default, and thereafter lessee shall promptly restore the
resulting deficiency in said deposit.
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The initial Annual Base Rent shall be multiplied by a fraction the denominator
of which shall be the Consumer Price Index (CPI) now known as the "U.S.
Department of Labor, Bureau of Labor Statistics, Consumer Price Index, United
State City Average for Urban Wage Earners and Clerical Workers, All Items (1982
- 1984 = 100) for the month which is two months prior to the commencement of
this lease (i.e. The numerical figure for the CPI for 1999, to be inserted when
available.) and the numerator of which shall be such CPI for the month which is
two months prior to the first month of the succeeding lease year. In the event
that the Consumer Price Index is no longer furnished, the parties hereto agree
to substitute a comparable index therefor.
In no event shall the annual rent payable by Lessee during a lease year be less
than the prior year's annual rent as adjusted herein. Notwithstanding the above
formula, in no event will the annual CPI increase be less than 3%, and no more
than 6%. The anniversary date for the CPI increase each year is November.
6. ASSIGNMENT AND SUBLETTING
a. Lessee will not assign, transfer, mortgage or encumber this lease
without obtaining the prior written consent of lessor; nor shall any assignment
or transfer of this lease be effectuated by operation of law or otherwise
without the prior written consent of lessor, which will not be unreasonably
withheld. Lessee will not sublet (or permit occupancy or use by another of) or
the demised premises, or any part thereof, without obtaining the prior written
consent of Lessor. The consent by lessor to any assignment, transfer, or
subletting to any party, shall not be construed as a waiver or release of lessee
from the terms of any covenant or obligation under this lease, nor shall the
collection or acceptance of rent from any such assignee, transferee, subtenant
or occupant constitute a waiver or release of lessee of any covenant or
obligation contained in this lease, nor shall any such assignment or subletting
be construed to relieve lessee from obtaining the consent in writing of lessor
to any further assignment or subletting. In the event that lessee defaults
hereunder, lessee hereby assigns to lessor the rent due from any subtenant of
lessee and hereby authorizes each such subtenant to pay said rent directly to
lessor.
b. If lessee is a corporation and if any transfer, sale, pledge or other
disposition of 50% or more of the common stock shall occur, or power to vote the
majority of the outstanding capital stock be changed, then lessee shall so
notify lessor.
7. INSURANCE
a. Lessee shall obtain and at all times during the term hereof maintain,
at its sole cost and expense, policies of insurance covering its fixtures and
equipment installed and located on the demised premises, or otherwise
constituting a part of the lessee's work in an amount of not less than eighty
(80) percent of the replacement cost of said items within the classification
"fire and extended coverage," together with insurance against vandalism,
malicious mischief, and sprinkler leakage or other sprinkler damage; and any
proceeds of such insurance, so long as this lease shall remain in effect, shall
be used only to repair or replace the items so insured.
b. Lessee shall also provide and keep in force during the term of this
lease, for the benefit of lessor and lessee, general liability insurance in any
insurance company licensed to do business in the State of Virginia in the
amount of One Million Dollars in respect to injuries to one person, one
accident, and One Hundred Thousand Dollars in respect to any property damage in
any one occurrence. Any insurance policies herein required to be procured by
lessee shall contain an express waiver of any right of subrogation by the
insurance company against the lessor. Neither the issuance of any insurance
policy required hereunder, nor the minimum limits specified herein with respect
to lessee's insurance coverage, shall be deemed to limit or restrict in any way
lessee's liability arising under or out of this lease. In addition, all
insurance required of lessee hereunder shall be written as a primary policy
coverage, and not contributing with or in excess of any coverage which lessor
may carry, and shall cover and insure lessor as an additional insured. All
public liability and property damage policies shall contain a provision that
lessor, although named therein as an insured, shall nevertheless be entitled to
recovery under said policies for any loss occasioned to it, its officers,
servants, agents or employees, by reason of the negligence or fault of lessee,
its servants, agents, employees, invitees or customers.
c. Lessee agrees to deliver certificates of such insurance to lessor at
the beginning of the term of this lease and thereafter not less than five (5)
days prior to the expiration of any such policy. In the event that lessee shall
fail promptly to furnish any insurance herein required, lessor may effect the
same and pay the premium therefor for a period of not exceeding one year and
the premium so paid by lessor shall be immediately payable by lessee as
additional rent.
d. Indemnity. Lessee shall indemnify and hold harmless lessor from and
against any and all liabilities, fines, claims, damages and actions, costs and
expenses of any kind or nature, including attorney's fees, and of anyone
whatsoever (1) relating to the demised premises due to or arising out of any
act or neglect of lessee or of anyone holding under lessee or of any of their
employees, agents or invitees, (2) due to or arising out of mechanic's liens
filed against the land and the building in which the demised premises are
located for labor performance or for materials furnished to lessee, and (3) due
to or arising out of any breach, violation or non-performance of any covenants,
condition or agreement in this lease set forth and contained on the part of
lessee to be fulfilled, kept, observed and performed.
8. MAINTENANCE BY LESSEE
a. Lessee will keep the demised premises and the fixtures and equipment
therein clean, safe and sanitary condition, will take good care thereof, will
suffer no waste or injury thereto, and will, at the expiration or other
termination of the term of this Lease, surrender the same, broom clean, in the
same order and condition in which they are on the commencement of the term of
this Lease, ordinary wear and tear and damage by the elements, fire and other
casualty not due to the negligence of the Lessee excepted; and upon such
termination of this Lease, Lessor shall have the right to re-enter and resume
possession of the lease premises.
b. When necessary by reason of accident or other cause occurring in the
building or in the demised premises, or in order to make any repairs or
alterations or additions or improvements in or relating to the building or the
demised premises lessor reserves the right to interrupt the supply to the
demised premises or to the common areas of steam, electricity, water, and other
utilities and also to suspend the operation of the heating or air-conditioning
system, in or to any portion of the building and the building, until said
repairs, alterations, additions or improvements shall have been completed.
Provided lessor shall pursue such work with reasonable diligence, there shall
be no abatement in rent because of any such interruption or suspension.
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9. ALTERATIONS
Lessee will not make or permit anyone to make any alterations, additions
or improvements, particularly such as would have the effect of increasing
lessee's rental area, structural or otherwise, in or to the demised premises or
the building, or attach anything to the exterior of the building without the
prior written consent of lessor. As a condition precedent to such written
consent of lessor, lessee agrees to obtain and deliver to lessor written and
unconditional waivers of mechanics' lien upon the real property of which the
demised premises are a part, for all work, labor and services to be performed,
and materials to be furnished, by them in connection with such work, signed by
all contractors, subcontractors, material men and laborers to become involved
in such work. If, notwithstanding the foregoing, any mechanic's lien is filed
against the demised premises, or the real property of which the demised
premises are a part, for work claimed to have been done, for, or materials
claimed to have been furnished to, lessee, such mechanic's lien shall be
discharged by lessee within ten (10) days thereafter, at lessee's sole cost and
expense, by the payment thereof or by filling any bond required by law. If
lessee shall fail to discharge and such mechanic's lien, lessor may, at its
option, discharge the same and treat the cost thereof as additional rent
payable with the monthly installment of rent next becoming due; it being hereby
expressly covenanted and agreed that such discharge by lessor shall not be
deemed to waive, or release, the default of lessee in not discharging the same.
Lessee will indemnify and hold harmless from and against any and all expenses,
liens, claims or damages to person or property which may or might arise by
reason of the making of any such alterations, additions or improvements. If any
such alteration, decoration, addition or improvement is made without the prior
written consent of lessor, lessor may correct or remove the same, and lessee
shall be liable for any and all expenses incurred by lessor in the performance
of this work. All alterations, additions or improvements in or to the demised
premises or building made by either party shall immediately become the property
of lessor and shall remain upon and be surrendered with the demised premises as
a part thereof at the end of the term hereof without disturbance, molestation
or injury; provided, however, that if lessee is not in default in the
performance of any of its obligations under this lease, lessee shall have the
right to remove, prior to the expiration or termination of the term of this
lease, all movable furniture, furnishings or equipment installed in the demised
premises at the expense of lessee, and if such property of lessee is not
removed by lessee prior to the expiration or termination of this lease the same
shall become the property of lessor and shall be surrendered with the demised
premises as a part thereof. Should the lessor elect that alterations, additions
or improvements upon the demised premises be removed, upon termination of this
lease or upon termination of any renewal period thereof, lessee hereby agrees
to cause same to be removed at lessee's sole cost and expense and should lessee
fail to remove the same, then and in such event, the lessor shall cause same to
be removed at the lessee's sole cost and expense and should lessee fail to
remove the same, then and in such event, the lessor shall cause same to be
removed at the lessee's expense and the lessee hereby agrees to reimburse the
lessor for the cost of such removal together with any and all damages which the
lessor may suffer and sustain by reason of the failure of lessee to remove same.
10. PRE-OCCUPANCY TENANT WORK
The design of all work and installations undertaken by lessee shall be
subject to the written approval of lessor and shall not be commenced until such
approval is obtained. All work undertaken by lessee shall be at lessee's
expense, in accordance with the provision in this lease for alterations. The
work to be done by the lessee shall be in accordance with the tenant work
procedures promulgated by the lessor.
11. SIGNS, ADVERTISING, ETC.
a. The demised premises, including lessee's windows and signs, shall be
kept neat, clean and in good order by lessee, at lessee's expense.
b. Lessee shall not cause or permit any unusual or objectionable noise or
odors to emanate from the demised premises, or permit the playing or making of
any music, sound, or advertising matter which can be heard or experienced
outside of the demised premises.
c. Lessee shall not obstruct, encumber or use for any purpose other than
ingress or egress to and from the demised premises, the sidewalks in front of
or abutting any part of the building, or the entrances, vestibules, stairways
or halls thereof, and shall not engage in or permit any selling, merchandising,
display, advertising or soliciting anywhere within the building outside of the
demised premises, unless the same be expressly permitted by this lease, or by
lessor in writing.
d. Lessee shall conduct selling, merchandising, display, advertising or
soliciting in connection with its business inside the demised premises in a
dignified manner and in conformity with the highest standards of practice
obtaining among superior types of concerns dealing in the same or similar
merchandise. Lessee shall not install any exterior lighting or plumbing
fixtures, shades or awnings or any interior decorations or painting, or build
any fence or make any changes to lessee's exterior or in its appearance without
lessor's prior written consent.
e. No auction or fire or bankruptcy or going-out-of-business sale shall be
conducted at the premises, nor shall any special sale or sales be carried on
therein other than such as are incident to the normal routine of lessee's
exterior or in its appearance without lessor's prior written consent.
f. Any business conduct or practice promulgated, carried on or maintained
by lessee which, in the reasonably exercised judgment of the lessor, may harm,
or tend to harm, the business or reputation of lessor, or reflect, or tend to
reflect, unfavorably on either the building, lessor, or other tenants, or which
might confuse or mislead, or tend to confuse or mislead, the public, shall be
immediately discontinued by lessee upon the written demand of the lessor.
g. Lessee shall not operate or conduct in the demised premises any retail
goods type of business. Lessee shall not, unless otherwise expressly permitted
to do so hereunder, use or permit the use of or operate any coin or token
operated vending machine or similar device for the sale of any goods, wares,
merchandise, food, beverage, or services, including but not limited to pay
telephones, pay lockers, pay toilets, scales, amusement devices, and machines
for the sale of beverages, foods, candy, cigarettes or other commodities.
Lessee, unless otherwise expressly permitted so to do hereunder, shall not
operate or conduct any part of the business generally conducted by any bank,
branch bank, trust company, mutual savings bank, building and loan association,
savings and loan association, finance company, or any other institution of any
kind which has the right to receive deposits of money or to make loans,
provided however that the foregoing provisions shall not be deemed to prevent
lessee from extending to its customers in the normal course of lessee's
business credit facilities of the nature commonly made available to customers,
nor to prevent the establishment and operation of a credit union of the
employees of the lessee. Lessee shall use the demised premises only for the
purposes described hereinabove in this lease. Notwithstanding any other
provision hereof, any substantial addition to or change in the type, or price
lines, or quality of merchandise or services, or any substantial other change
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in the type of business permitted to be carried on by lessee hereunder, without
the express prior written consent of lessor (which consent may be granted or
withheld in lessor's sole and absolute discretion, and with or without statement
of or necessity for reason therefor, and which, if granted, may be conditioned,
among other things, upon lessee's agreement to comply with new and additional
requirements not set forth or contained in this lease which may be applicable to
all or any part of the demised premises without regard to the prior or
prospective use thereof, and including but not limited to requirement of payment
of an increased or additional rent over the rent prescribed herein) may be
deemed to be a breach and violation of this lease at lessor's sole and absolute
discretion.
h. Lessee shall not permit the accumulation or placing of rubbish, trash,
garbage, debris, boxes, cans or other articles of any kind or description
whatsoever in the demised premises, or in the area immediately surrounding the
demised premises or in any other part of the building. Lessee shall not permit
any vehicle used by it in its business to be parked in such manner and for such
period of time as to create traffic hazards and congestion in or about the
building, and all deliveries to and pickups from the demised premises whether
made by lessee's vehicles or by other vehicles, shall be promptly expedited and
the vehicles making such deliveries or pickups shall be promptly removed after
making same.
i. Lessee shall be responsible for and shall pay before delinquency all
municipal, county or state taxes assessed during the term of this lease against
any leasehold interest or personal property of any kind, owned by or placed in,
upon or about the demised premises by the lessee.
j. Lessee shall provide on the exterior of the demised premises a sign or
signs of such size, design and character, and in such location only, as lessor
shall approve in writing. Lessee hereby expressly covenants and agrees that such
signs shall comply in all respects with the provisions and requirements of the
Sign Regulations of the State of Virginia and those promulgated by lessor and as
the same may be amended or modified from time to time by lessor in its sole
option and discretion. No other signs, lights, lettering or other forms of
inscription or advertising or display devices shall be displayed on the exterior
of the demised premises or on the inner or on the outer face of the windows,
entrances, doors, or transoms or in any other location within the demised
premises from which such signs, lights, or other forms of inscription or
advertising or display devises may readily be seen from outside the demised
premises, without prior written approval of lessor. If lessee shall erect,
install or maintain any sign, lights, or other forms of inscription or
advertising or display device outside, in or upon the demised premises in
violation of this paragraph, and shall not immediately upon notice from lessor,
cause the same to be removed or discontinued, lessor, in addition to any other
rights or remedies to which it may be entitled hereunder or as a matter or law
or in equity, may enter upon the demised premises without thereby causing an
eviction of lessee from said premises or interference with lessee's right of
quiet use and enjoyment thereof, and cause said sign, lights, or other form of
inscription or advertising or display device to be removed or discontinued, and
the costs of such removal or discontinuance shall be paid by lessee as
additional rent on the first day of the month following said removal or
discontinuance. Lessee shall not at any time display on the exterior of the
demised premises or on or in any other location therein from which it may
readily be seen from outside the demised premises any sign or notice of removal
of lessee or its business to any other location therein from which it may
readily be seen from out side the demised premises any sign or notice of removal
of lessee or its business to any other location, except, with lessor's prior
written approval.
12. ENTRY FOR REPAIRS AND INSPECTIONS
a. Lessee shall permit lessor to erect, use and maintain all pipes and
conduits in and though the demised premises as shall be contemplated by the
plans for the building, including any changes or additions as lessor may from
time to time make thereof. Lessor or lessor's agents shall have the right to
enter upon the demised premises at all reasonable times to examine same for the
purpose of determining whether or not they are being kept neat, clean and in
good order by the lessee, as required by the terms hereof, and to make
recommendations or requirements with respect to performance of lessee's
obligations hereunder, and to make such decorations, repairs, alterations,
improvements or additions in the building or in the demised premises as may be
required of or permitted to lessor pursuant hereto and lessor shall be allowed
to take all materials into and upon said premises that may be required therefor
without the same constituting an eviction of lessee, or interference with
lessee's right of quiet use and enjoyment thereof, in whole or in part, and the
rent shall in no-wise xxxxx which such examinations, decorations, repairs,
alterations, improvements or additions are being made by reason of loss or
interruption of the business of lessee because of the prosecution of any such
work.
x. Xxxxxx or lessor's agents shall also have the right to enter upon the
demised premises at reasonable times to show them to prospective purchasers or
lessees of the building. During the six (6) months prior to the expiration of
the terms of this lease lessor may show the demised premises to prospective
tenants. During said period, lessor may also place upon the demised premises
"For Rent," sign, which notices lessee shall permit to remain thereon without
molestation. If, during the last month of the term Lessee shall have removed all
or substantially all of its property therefrom, lessor may immediately enter and
alter, renovate and redecorate the demised premises without elimination or
abatement of rent or other compensation and such action shall have no effect
upon this lease. Nothing herein contained, however, shall be deemed or construed
to impose upon lessor any obligations, responsibility or liability whatsoever
for the care, supervision or repair of the building or of the demised premises,
other than as is in this lease otherwise provided.
13. INSURANCE RATING
Lessee will not conduct or permit to be conducted any activity, or place
any equipment in or about the demised premises, which will, in any way increase
the rate of fire insurance or other insurance on the building; and if any
increase in the rate of fire insurance or other insurance is stated by any
insurance company or by the applicable Insurance Rating Bureau to be due to
activity or equipment in or about the demised premises, such statement shall be
conclusive evidence that the increase in such rate is due to such activity or
equipment and, as a result thereof, lessee shall be liable for such increase and
shall reimburse lessor therefor.
14. LESSEE'S EQUIPMENT
No installation of any of the following shall be made by lessee without
lessor's prior written consent:
(1) Ventilating or air-conditioning apparatus, other than as merchandise
held for, or for demonstration purposes in connection with, sale, pursuant to
the business purposes for which lessee is permitted to occupy the demised
premises.
(2) Machines or machinery of any kind, other than as merchandise held for,
or for demonstration purposes in connection with sale, pursuant to the business
purposes for which lessee is permitted to occupy the demised premises, excepting
office equipment normally used in an administrative, sales, executive office.
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(3) Safes or other objects whose weight exceeds the lawful load for the
area upon which it would stand.
(4) Awnings or other projections over or around the windows or entrances of
the demised premises.
Movable office furniture and trade fixtures which are installed by lessee
at its expense, shall remain its property and may be removed at any time,
provided lessee promptly repairs any damage caused by such removal, and provided
that lessee shall not then be in default under the terms of this lease, in which
event such furniture, fixtures or equipment shall be and become a part of the
real property and the property of lessor, and provided further that all rent due
hereunder as of and through the date of removal of such property shall have
been paid. Business machines and mechanical equipment belonging to lessee which
cause noise or vibration that may be transmitted to the structure of the
building or to any space therein to such a degree as to be objectionable to
lessor or to any tenant in the building shall be installed and maintained by
lessee, at lessee's expense, on vibration eliminators or other devices
sufficient to eliminate such noise and vibration.
15. INDEMNITY
Lessee will indemnify and hold harmless lessor from and against any loss,
damage or liability occasioned by or resulting from any default hereunder or
any willful or negligent act on the part of lessee, its agents, employees, or
invitees, or persons permitted on the demised premises by lessee.
16. UTILITIES
(a) Installation by Lessor--Lessor shall install, without expense to
Lessee, the necessary mains, feeders, pipes, ducts and conduits to bring
electricity, water and telephone services into the leased premises.
(b) Electricity--Lessee shall pay directly to the public utility company
promptly when and as due all separately metered charges for electricity supplied
to the leased premises.
(c) Telephone--Lessee will pay for its own telephone service.
LESSOR SHALL BE RESPONSIBLE FOR THE MAINTENANCE OF HEATING/AIR
CONDITIONING/PLUMBING EQUIPMENT.
Interruption or impairment of any such utility or other service provided by
lessor, caused by or necessitated by repairs, improvements, alterations or
additions in or to the building or any part thereof, or by hazard, failure or
interruption beyond the reasonable control of lessor shall not give rise to any
right or cause of action against lessor by lessee in damages or any claim for
rebate of rent on account of such interruptions in service. Lessor shall furnish
the described services at such times, in such amounts normally and usually
furnished commercial tenants in modern buildings in the State of Virginia.
17. RESPONSIBILITY FOR CERTAIN DAMAGE AND BREAKAGE
All injury to the demised premises or the building of which they are a
part, and all breakage and damage caused by lessee or the agents, servants,
employees and visitors of lessee, shall be repaired by the lessee, at the
expense of the lessee. In the event that the lessee shall fail so to do, then
the lessor shall have the right to make such necessary repairs, alterations and
replacements, structural, non-structural, or otherwise, and any charge or cost
so incurred by the lessor shall be paid by the lessee with the right on the part
of the lessor to elect in its discretion to regard the same as additional rent
payable with the installments of rent next becoming due or thereafter falling
due under the terms of this lease. This provision shall be construed as an
additional remedy granted to the lessor and not in limitation of any other
rights and remedies which the lessor has or may have in said circumstances.
18. BANKRUPTCY
If at any time after the execution and delivery of this lease and before
commencement of the term or if during the term hereby demised, a petition shall
be filed, either by or against the lessee, in any Court or pursuant to any
Federal, State or Municipal statute whether in bankruptcy, insolvency, for the
appointment of a receiver of the lessee's property or because of any general
assignment made by the lessee of the lessee's property for the benefit of the
lessee's property or because of any general assignment made by the lessee of the
lessee's property for the benefit of the lessee's creditors, then immediately
upon the happening of any such event, and without an entry or other act by the
lessor, this lease, at lessor's option, shall cease and come to an end with the
same force and effect as if the date of the happening of any such event were the
date herein fixed for the expiration of the term of this lease. It is further
stipulated and agreed that, in the event of the termination of the term of this
lease by the happening of any such event, the lessor shall forthwith, upon such
termination, and any other provisions of this lease to the contrary
notwithstanding, become entitled to recover as and for liquidated damages caused
by such breach of the provisions of this lease, an amount equal to the
difference between the then cash value of the rent reserved hereunder for the
unexpired portion of the term and then cash rental value of the demised premises
for such unexpired portion of the term hereby demised, unless the statute which
governs or shall govern the proceeding in which such damages are to be proved
limits or shall limit the amount of such claim capable of being so proved, in
which case the lessor shall be entitled to prove as and for liquidated damages
an amount equal to that allowed by or under any such statute. The provisions of
this paragraph of this lease shall be without prejudice to the lessor's right to
prove in full damages for rent accrued prior to the termination of this lease,
but not paid. This provision of this lease shall be without prejudice to any
rights given to the lessor by any pertinent statute to prove for any amounts
allowed thereby.
In making any such computation, the then cash rental value of the demised
premises shall be deemed prima facie to be the rental realized upon any
re-letting, if such re-letting can be accomplished by the lessor within a
reasonable time after such termination of this lease, and the then present cash
value of the future rents hereunder reserved to the lessor for the unexpired
portion of the term hereby demised shall be deemed to be such sum, if invested
at four percent (4%) simple interest, as will produce the future over the period
of time in question.
In the event of lessee's bankruptcy, lessor has the right to enter and
re-let the demised premises.
19. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON
All personal property of the lessee, its employees, agents, business
invitees, licensees, customers, clients, family members, guests or trespassers,
in and on said premises, shall be and remain at their sole risk, and lessor
shall not be liable to them for any damage to, or loss of such personal property
arising from any act of negligence of any other persons nor from the leaking
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of the roof, or from the bursting, leaking or overflowing of water, sewer or
steam pipes, or from heating or plumbing fixtures, or from electrical wires or
fixtures, or from air-conditioning failure, or from any other cause whatsoever,
nor shall the lessor be liable for the interruption or loss to lessee's
business arising from any of the above described acts or causes, nor shall the
lessor be liable for any personal injury to the lessee, its employees, agents,
business invitees, licensees, customers, clients, family members, guests or
trespassers arising from the use, occupancy and condition of the demised
premises; the lessee especially agreeing to save the lessor harmless in all
such cases.
20. DAMAGE TO THE DEMISED PREMISES
If the demised premises shall be partially damaged by fire or other cause
without the fault or neglect of lessee, lessor shall diligently and as soon as
practicable after such damage occurs (taking into account the time necessary to
effectuate a satisfactory settlement with any insurance company) repair such
damage at the expense of the lessor, and the rent and additional rent shall be
reduced in proportion of the extent the demised premises are rendered
untenantable, until such repairs are completed, provided, however, that if the
building is damaged by fire or other cause to such extent that the damage
cannot be fully repaired within sixty (60) days from the date of such damage,
lessor shall have the option of terminating this lease by giving written notice
to lessee of such decision and the term of this lease shall terminate on the
day such notice is given. Except as set forth in this paragraph, lessor shall
not be liable for any damage that may be suffered by lessee by reason of any
casualty damage to the demised premises and the deprivation of lessee's
possession thereof.
21. DEFAULT OF LESSEE
If lessee shall fail to pay any monthly installment of rent as aforesaid
(although no legal or formal demand has been made therefor), or shall violate
or fail to perform any of the other conditions, covenants or agreements herein
made by lessee, and such violation or failure shall continue for a period of
ten (10) days after written notice thereof to lessee by lessor, (but no written
notice to lessee is necessary in the event of failure to pay a monthly
installment of rent), then and in any of said events this lease shall, at the
option of lessor, cease and terminate and shall operate as a notice to quit,
any notice to quit or of lessor's intention to re-enter being hereby expressly
waived, and lessor may proceed to recover possession under and by virtue of
the provisions of the laws of the State of Virginia, or by such other
proceedings, including re-entry and possession, as may be applicable. If lessor
elects to terminate this lease, everything herein contained on the part of
lessor to be done and performed shall cease without prejudice to the right of
lessor to recover from lessee all rental accrued up to the time of termination
of the term of this lease, the demised premises may be relet by lessor for such
rent and upon such terms as are not unreasonable under the circumstances and,
if the full rental hereinabove provided shall not be realized by lessor, lessee
shall be liable for all damages sustained by lessor, including, without
limitation, deficiency in rent, reasonable attorney's fees, brokerage fees, and
expenses of placing the demised premises in first class rentable condition.
Lessor shall not be required to so relet the demised premises, either pursuant
to this lease or by any requirement of law or equity, to any person who, in
lessor's sole judgment, shall not be of sound financial standing and ability,
and possess good reputation, business judgment and operating ability, or for
any use or purpose which, in lessor's judgment, shall not be the same or
substantially the same as the uses of the demised premises permitted under this
lease, or shall not be in keeping with the caliber and quality of the building
and its other tenants. In addition, if lessee shall have failed to move into or
take possession of the demised premises within fifteen (15) days after the
commencement of the term of this lease if the date fixed for such commencement
shall be postponed as herein provided and to open the demised premises for
business fully fixtured, stocked and staffed within the time herein provided,
then the lessor shall have, in addition to any and all remedies herein
provided, the right at its sole option and discretion to collect the minimum
rent herein provided, for each and every day that the lessee shall fail to
commence to do business as herein provided. Any damage or loss of rental
sustained by lessor may be recovered by lessor at lessor's option, at the time
of relocation in separate actions, from time to time, as said damage shall have
been made more easily ascertainable by successive relettings, or, at lessor's
option, may be deferred until the expiration of the term of this lease, in
which event the cause of action shall not be deemed to have accrued until the
date of expiration of said term. If lessor should commence any summary
proceeding for non-payment of rent by lessee, lessee shall not interpose any
counterclaim of any nature or description in any such proceeding. The
provisions contained in this paragraph shall be in addition to and shall not
prevent the enforcement of any claim lessor may have against lessee for
anticipatory breach of the unexpired term of this lease. In the event that
lessee continues to occupy the demised premises after the expiration of the
term of this lease, with the express or implied consent of lessor, such tenancy
shall be from month to month and shall not be renewal of the term of this lease
or a tenancy from year to year. All rights and remedies of lessor under this
lease shall be cumulative and shall not be exclusive of any other rights and
remedies provided to lessor under applicable law.
22. WAIVER
If under the provisions hereof lessor shall institute proceedings and a
compromise or settlement thereof shall be made, the same shall not constitute a
waiver of any covenant herein contained nor of any of lessor's rights
hereunder. No waiver by lessor of any breach of any covenant, condition or
agreement herein contained shall operate as a waiver of such covenant,
condition, or agreement itself, or of any subsequent breach thereof. No payment
by lessee or receipt by lessor of a lesser amount than the monthly installments
of rent herein stipulated shall be deemed to be other than on account of the
earliest stipulated rent nor shall any endorsement or statement on any check or
letter accompanying a check for payment of rent be deemed an accord and
satisfaction and lessor may accept such check or payment without prejudice to
lessor's right to recover the balance of such rent or to pursue any other
remedy provided in this lease. No re-entry by lessor, and no acceptance by
lessor of keys from lessee, shall be considered an acceptance of a surrender of
the lease.
23. SUBORDINATION
This lease is subject and subordinate to the lien of all and any first
mortgages (which term "mortgages" shall include both construction and permanent
financing and shall include deeds of trust and similar security instruments)
which may not or hereafter encumber or otherwise affect the real estate
(including the building) of which the demised premises form a part, and to all
and any renewals, extensions, modifications, recastings or refinancings
thereof. In confirmation of such subordination, lessee shall, at lessor's
request, promptly execute any requisite or appropriate certificate or other
document. Lessee hereby constitutes and appoints lessor as lessee's
attorney-in-fact to execute any such certificate or certificates for or on
behalf of lessee. Lessee agrees that in the event that any proceedings are
brought for the foreclosure of any such mortgages, lessee shall attorn to the
purchaser at such foreclosure sale, if requested to do so by such purchaser and
to recognize such purchaser as the lessor under this lease, and lessee waives
the provisions of any statute or rule of law, now or hereafter in effect, which
may give or purport to give lessee any right to terminate or otherwise
adversely affect this lease and the obligations of lessee hereunder in the
event that any such foreclosure proceeding is prosecuted or completed.
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24. CONDEMNATION
If the whole or a substantial part of the demised premises shall be taken
forceably, leased or condemned by any governmental authority for any public or
quasi-public use of purpose, then the term of this lease shall cease and
terminate as of the date when title vests in such governmental authority, and
lessee shall have no claim against lessor or the condemning authority for any
portion of the amount that may be awarded damages as a result of such taking or
condemnation or for the value of any unexpired term of the lease. Lessee,
however, shall be entitled to claim, prove and receive in the condemnation
proceeding such awards as may be allowed for fixtures and other equipment
installed by it which shall not, under the terms of this lease be or become the
property of the lessor at the termination hereof, but only if such awards
shall be made by the condemnation court in addition to and stated separately
from the award made by it for the land and building or part thereof so taken.
The annual rental, however, shall be abated on the date when such title vests
in such governmental authority. If less than a substantial part of the demised
premises is taken or condemned by any governmental authority for any public or
quasi-public use of purpose, the rent shall be equitably adjusted on the
proportion which the floor area of the demised premises included in the space
taken bears to the floor area of the entire demised premises immediately prior
to such taking on the date when title vests in such governmental authority and
the lease shall otherwise continue in full force and effect. For purposes of
this Article, a substantial part of the demised premises shall be considered to
have been taken if more than fifty percent (50%) of the demised premises are
unusable by lessee. For purposes of this provision any purchase by competent
authority of the whole or a substantial part of the demised premises in lieu of
condemnation thereof under the power of eminent domain shall be deemed an
actual taking.
25. RULES AND REGULATIONS
Lessee, its agents, servants and concessionaires and employees shall abide
by and observe the rules and regulations promulgated by lessor. Lessee, its
agents, servants, employees and concessionaries shall abide by and observe the
rules or regulations promulgated from time to time by lessor for the operation
and maintenance of the building provided that the same are in conformity with
common practice and usage in similar buildings and are not inconsistent with
the provisions of this lease and a copy thereof is sent to lessee. Such rules
shall apply generally to all tenants, shall not unreasonably interfere with the
conduct of lessee's business and in no way shall limit any of the lessor's
covenants and obligations hereunder. Lessor shall use its best efforts to
enforce its rules as to all tenants and the breach or failure to comply with
any rule shall constitute a breach of the terms of this lease. Lessor, however,
shall not be liable to lessee for violation of the same by any other tenant,
its employees, agents, business invitees, licensees, customers, clients, family
members or guests.
26. RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT
If lessee defaults in the making of any payment of, in the doing of any act
herein required to be made or done by lessee, then lessor may, but shall not be
required to, make such payment or do such act, and the amount of the expense
thereof, if made or done by lessor, with interest thereon at the rate of eight
percent (8%) per annum from the date paid by lessor, shall be paid by lessee
to lessor and shall constitute additional rent hereunder due and payable with
the next monthly installment of rent; but the making of such payment or the
doing of such act by lessor shall not operate to cure such default or to estop
lessor from the pursuit of any remedy to which lessor would otherwise be
entitled.
27. NO REPRESENTATIONS BY LESSOR
Neither lessor nor any agent or employee of lessor has made any
representations or promises with respect to the demised premises or the
building except as herein expressly set forth, and no rights, privileges,
easements or licenses are acquired by lessee except as herein set forth. The
lessee, by taking possession of the demised premises, shall accept the same
"as is," and such taking of possession shall be conclusive evidence that the
demised premises and the building are in good and satisfactory condition at the
time of such taking of possession.
28. WAIVER OF JURY TRIAL
Lessor and lessee hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on or in
respect of any matter whatsoever arising out of or in any way connected with
this lease, the relationship of lessor and lessee hereunder, lessee's use or
occupancy of the demised premises, and/or claim of injury or damage.
29. NO OPTION
The submission of this lease for examination or consideration by lessee or
discussion between lessee or lessor does not constitute a reservation of or
option for the demised premises, and this lease shall be and become effective
as a lease and agreement only upon executive and delivery hereof by lessor and
lessee.
30. MODIFICATIONS
Notwithstanding acceptance and execution of this lease by the parties
hereto, it is understood and agreed that the terms hereof shall be modified, if
so required, for the purpose of complying with or fulfilling the requirements
of any mortgagee or trustee named in or secured by a first mortgage or first
trust deed that may not or hereafter be placed or secured upon the demised
premises provided, however, that such modification shall not be in substantial
derogation or diminution of any of the rights of the parties hereunder, nor
substantially increase any of the obligations or liabilities of the parties
hereunder.
31. ESTOPPEL CERTIFICATES
Lessee agrees, at any time and from time to time, upon not less than five
(5) days prior to written notice by lessor, to execute, acknowledge and deliver
to lessor a statement in writing (i) certifying that this lease is unmodified
and in full force and effect (or if there have been modifications), (ii)
stating the dates to which the rent and other charges hereunder have been paid
by lessee (iii) stating whether or not to the best knowledge of lessee, lessor
is in default in the performance of any covenant, agreement or condition
contained in this lease, and, if so, specifying each such default of which
lessee may have knowledge, and (iv) stating the address to which notices to
lessee should be sent. Any such statement delivered pursuant hereto may be
relied upon by any Lessor's interest, or any prospective assignee of any such
mortgage.
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ADDENDUM TO XxXXXX PROFESSIONAL PARK LEASE
This Addendum is hereby made a part of the Lease bearing even date between the
undersigned parties hereto covering premises at 0000 Xxxxx Xxxxxx Xxxx, XxXxxx,
Xxxxxxxx, Suites 300 and 301.
Premises is leased in "AS IS" condition. However, Lessor will remove the wall
and floor cabinets from the room to the right of the Suite entry door, repair
walls and paint areas.
It is agreed that if any monthly installment of rent shall remain unpaid for
more than seven days after the due date, the amount of the installment shall be
increased by five percent of the installment as a service charge for the
purpose of defraying expenses incident to handling delinquent payments.
Fourteen days after the due date, the amount of the installment shall be
increased by an additional five percent (a total of ten percent), and after
twenty-one days, the amount of the installment shall be increased by an
additional five percent (a total of fifteen percent) of the amount of the
installment. In addition, a service charge of $25.00 will be added to any
installment for handling a returned check.
The hereto attached Lease Agreement, as amended by this Addendum, shall
constitute the entire Agreement between the parties hereto.
IN WITNESS WHEREOF, THE Lessor and Lessee have hereunto set their hands and
acknowledge having read the entire Lease, all this ____ day of ____________,
1999.
WITNESS: LESSOR:
YOUNG & XXXXXXXX COMPANY
BY:
___________________________ _______________________________
XXXXXXX X. XXXXX
WITNESS LESSEE:
XXXXXX X. LTD.
BY:
/s/ XXXXX X. DECATUR /s/ XXXXXXXXXXX X. BRITBER
___________________________ _______________________________
9
CORPORATE RESOLUTION
RESOLVED, that Xxxxxx X. Ltd., a Virginia Corporation, enters into a Lease with
Young & Xxxxxxxx Company, for the premises known as 0000 Xxxxx Xxxxxx Xxxx,
Xxxxxx 000 and 301, McLean, Virginia, under the terms and conditions contained
in the Lease, hereto annexed and made a part hereof, that the President be, and
is hereby authorized to execute and acknowledge all papers and documents
necessary for the proper execution of said Lease.
I, Xxxxx X. Xxxxxx, Secretary of Xxxxxx X. Ltd., do hereby certify that the
foregoing is a true copy of a Resolution, unanimously adopted at the Board of
said Corporation, held on the 25th day of October, 1999, due notice of such
meeting having been given.
/s/ Xxxxx X. Xxxxxx
------------------------
Secretary
CORPORATE SEAL
