LEASE
0000 XXX XXXX XXXXXX, X.X.
XXXXXXXXXX, X.X. 00000
THIS LEASE, made this 1st day of October, 1990 by and between 0000 XXX XXXX
XXXXXX, INC., or its successor in title ("Lessor"), and VIDEO BROADCASTING
CORPORATION, d/b/a Medialink and/or Programlink, a Delaware corporation
("Lessee").
WITNESSETH:
1. Demise; Term; Basic Monthly Rental: For and in consideration of the
covenants and agreements hereinafter set forth and the rent hereinafter
reserved, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
certain premises described as follows: Suite 520 located on the fifth (5th)
floor in the building (the "Building") on the land (the "Land") at 0000 Xxx Xxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. (the Building and the Land hereinafter referred
to together as the "Property"), which premises consist of approximately Two
Thousand One Hundred Twelve (2,112) rentable square feet of space, including
Lessee's proportionate share of Common Areas, as more fully set forth in Exhibit
"A" attached hereto and made part hereof (The "Demised Premises"), for the term
(the "Term") of five and one half (5 1/2) years (or until such term shall sooner
cease and expire as hereinafter provided), commencing on the 1st day of
November, 1990 (the "Lease Commencement Date"), and ending at 11:59 p.m. on the
30th day of April, 1996 (the "Lease Termination Date"), both dates inclusive,
Lessee yielding and paying as rent therefor the sum of Three Hundred
Twenty-Seven Thousand Three Hundred Sixty and no/100 Dollars ($327,360.00) plus
the CPI Adjustments provided for in Article 4 hereof, without offset,
counterclaim or other deduction and without demand, payable in advance, in equal
monthly installments (pro-rated for any partial month at the commencement or
termination of the term of the Lease) of Five Thousand Four Hundred Fifty-Six
and no/100 ($5,456.00) Dollars as adjusted in accordance with Section 4 hereof
(The "Basic Monthly Rental"). The first installment and Reserve Deposit, as
hereinafter set forth, shall be payable on the execution of this Lease, and the
remaining installments shall be payable in advance on the first day of each
month during the said term to Lessor, c/o American Security Xxxx, Xxxx Xxx 000,
Xxxxxxxxxx, X.X. 00000, or at such other place or to such other person or entity
as Lessor may from time to time designate in writing.* Neither the dollar amount
of the Basic
* Notwithstanding the foregoing, provided Lessee has made said first installment
of Basic Monthly Rental and paid the Reserve Deposit, Lessee shall be entitled
to occupy the Demised Premises without making any installments of Basic Monthly
Rent for months 2, 3, 4, 5, 6 and 7 of the Term.
Monthly Rental nor any of Lessee's proportionate shares of increases in
Operating Costs, Electricity Costs or Real Estate Taxes payable pursuant to
Article 3 hereof shall be adjusted as a result of any subsequent measurement of
the Demised Premises or the Building.
2. Reserve Deposit: Lessee shall deposit with Lessor at the time of
execution of this Lease the amount of Five Thousand Four Hundred Fifty-Six and
no/100 ($5,456.00) Dollars as a reserve deposit (hereinafter the "Reserve
Deposit"), to be held by Lessor in an interest-bearing account, said interest,
less any administrative fee to which Lessor is entitled by law (which fee shall
not exceed one percent of the Reserve Deposit), to be credited or paid to Lessee
on an annual basis, in order to secure Lessor against any damages arising from
Lessee's breach of any of the terms, covenants or conditions of this Lease,
including but not limited to Lessee's failure to pay its proportionate shares of
increases in Operating Costs, Electricity Costs and Real Estate Taxes payable
pursuant to Article 3 below, or any other additional rent. The Reserve Deposit,
plus any accrued but unpaid interest, shall be held by Lessor until such
damages, if any, arising from Lessee's breach have been assessed. It is hereby
expressly understood that Lessor is entitled to hold the Reserve Deposit until
the expiration of the period within which Lessee must pay additional rental
amounts arising from any increases in Operating Costs, Electricity Costs and
Real Estate Taxes, as set forth in Article 3 below, and that, in the event of
sale of the Building, Lessor shall have the right to transfer any and all
amounts being held by it as Reserve Deposits to the new owner of the Building
following any such sale, and, in the case of any such transfer, Lessor shall be
relieved of any obligations to Lessee or otherwise with respect to said amounts,
in accordance with Article 32, below.
3. Operating Costs, Electricity Costs and Real Estate Tax Increases: a) In
the event that the Operating Costs (as hereinafter defined) of Lessor's
operation of the Building for any calendar year during which this Lease is in
effect (a "Lease Year") shall exceed the average of the Operating Costs for
calendar years 1990 and 1991 ("Base Operating Costs"), Lessee shall pay the
Lessor, as additional rent, its proportionate share of the increase in such
Operating Costs. Lessee's proportionate share shall be One and 29/100 percent
(1.29%) of such Operating Costs increase, being the proportion that the rentable
floor area of the Demised Premises bears to the total rentable office floor area
of the Building. Any such additional rent shall be computed and paid in the
manner and at the times set forth in Article 3(e) below.
2
The term "Operating Costs" is defined hereby as including, for each Lease
Year, all heat, ventilation and air conditioning, gas, water, sewer and other
utility charges (except Electricity Costs, as hereinafter defined); security
services; premiums and other charges incurred by Lessor with respect to all
insurance relating to the Building and the operation and maintenance thereof,
including, without limitation, all risk of physical damage or fire and extended
coverage insurance, public liability insurance, elevator insurance, boiler and
machinery insurance, sprinkler leakage insurance, rent insurance, use and
occupancy insurance; governmental permit or license fees or taxes; personal
property tax levies; management fees provided such management fees shall not
exceed those customarily charged in similar first class office buildings in
Washington, D.C., which fees for the first year of this Lease shall not exceed
three (3%) percent of gross rentals; accounting and legal fees incurred with
respect to the Building and/or the Land and not with respect to any tenant or
prospective tenant; mail chute rental; vault rental; charges under janitorial
and cleaning service contracts; salaries, wages, fringe benefits and other
direct or indirect personnel costs (including welfare benefits, health, accident
and group life insurance, pension payments and workers' compensation insurance)
of engineers, superintendents, guards, watchmen, porters, lobby attendants and
other building employees; charges under maintenance and service contracts for
HVAC equipment, chillers, boilers, controls and/or elevators, exterior window
cleaning and building maintenance; and all other maintenance, repair and
replacement expenses, and all supplies, which are deducted for such Lease Year
for Federal income tax purposes; expenditures for capital improvements and
capital equipment which under generally applied real estate practice are
expensed or regarded as deferred expenses which expenditures shall be amortized
and/or depreciated for such Lease Year in accordance with the provisions of the
Internal Revenue Code of 1986, as amended and which expenditures shall include
those which result in the reduction of Operating Costs or Electricity Costs or
energy consumption or labor expenses; all miscellaneous taxes (including,
without limitation, all sales and excise taxes on the expenditures enumerated
in this Article 3(a)) applicable to the Building; the costs of any additional
services not provided to the Building at the Lease Commencement Date but
thereafter provided by Lessor in the prudent management of the Building; and any
other costs and expenses incurred by Lessor in maintaining or in operating the
Building which costs and expenses are customary for similar first class office
buildings in Washington, D.C. Operating Costs of the Building shall not include
payments of principal and interest on any loans secured by mortgages, deeds of
trust or other encumbrances upon the Building, payment of ground rent under the
ground lease of the underlying property, if any, leasing commissions, tenant
work, and taxes based upon the net income of the Lessor from the operation of
the Building.
b) In the event that the Electricity Costs (as hereinafter defined) of
Lessor's operation of the Building for any Lease Year shall exceed the average
of the Electricity Costs for calendar years 1990 and 1991 ("Base Electricity
Costs"), Lessee shall pay to Lessor, as additional rent, its proportionate share
of the increase in such Electricity Costs. Lessee's proportionate share shall be
one and 60/100 percent (1.60%) of such Electricity Costs increase, being the
proportion that the rentable floor area of the Demised Premises bears to the
total rentable floor area of the Building not separately metered for
electricity. Any such additional rent shall be computed and paid in a manner and
at the times set forth in Article 3(3) below.
The term "Electricity Costs" is defined hereby as Lessor's cost to provide
electricity for the operation of the Building exclusive of electricity
separately metered and paid for directly by other tenants in the Building.
c) Notwithstanding anything herein to the contrary, in the event that the
Building is less than ninety percent (90%) occupied during any Lease Year,
including the Lease Year during which the Lease Commencement Date occurs,
Operating Costs and Electricity Costs for such year shall be adjusted to reflect
Operating Costs and Electricity Costs as if the Building were ninety percent
(90%) occupied during any such Lease Year but such adjustment shall not affect
Lessee's respective proportionate shares of such costs. If during all or part of
any such Lease Year, Lessor shall not furnish any particular item of work or
service (which would otherwise constitute an Operating Cost of Electricity Cost
hereunder) to any portion of the Building due to the fact that (a) such portion
of the Building is not occupied or leased, (b) such item of work or service is
not required or desired by the lessee of such portion, (c) such lessee is itself
obtaining and providing such item of work or service or (d) for any other
reason, then, for the purposes of computing Operating Costs and/or Electricity
Costs, the cost of such item for such period shall be deemed to be increased by
an amount equal to the additional costs and expenses which would reasonably have
been incurred during such period by Lessor if it had at its own expense
furnished such item of work or service. The purpose of the foregoing sentence is
to ensure that the comparison of Base Operating Costs and Base Electricity Costs
with Operating Costs and Electricity Costs in subsequent Lease Years will be
based on comparable numbers and use and occupancy within the Building so that
neither party is treated unfairly.
d) In the event that the Real Estate Taxes (as hereinafter defined) for any
Lease Year shall exceed the average of the Real
4
Estate Taxes for calendar years 1990 and 1991 ("Base Real Estate Taxes"), Lessee
shall pay to Lessor, as additional rent, its proportionate share of the increase
in such Real Estate Taxes. Lessee's said proportionate share shall be one and
12/100 percent (1.12%) of such increase, being the proportion that the rentable
floor area of the Demised Premises bears to the total rentable floor area of the
Building. Any such additional rent shall be computed and paid in the manner and
at the times set forth in Article 3(e) below.
The term "Real Estate Taxes" is defined hereby as including, for each Lease
Year, the total amount of all taxes and assessments, general and special,
ordinary and extraordinary, foreseen and unforeseen, now or hereafter assessed,
levied or imposed upon the Building and the Land, or the sidewalks, plazas,
streets or alleys adjacent thereto, together with any tax in the nature of a
real estate tax, ad valorem tax on rent or any tax if imposed in lieu of or in
addition to real estate taxes and assessments and any taxes or assessments which
may hereafter by substituted for real estate taxes. Real Estate Taxes shall be
deemed to be the taxes or assessments actually payable during each Lease Year
during the Term, even though the levy or imposition thereof may be applicable to
different tax years. In the event that any business, rent or other taxes which
are now or hereafter levied upon Lessee's use or occupancy of the Demised
Premises, on Lessee's leasehold improvements, on Lessee's business at the
Demised Premises or on Lessor by virtue of Lessee's occupancy of the Demised
Premises, are enacted, changed or altered so that any of such taxes are levied
against Lessor or in the event that the mode of collection of such taxes is
changed so that Lessor is responsible for collection or payment of such taxes,
any and all such taxes shall be deemed to be a part of the increase in Real
Estate Taxes and Lessee shall pay to Lessor Lessee's proportionate share of
the full amount of all such taxes. Lessee shall in no event be liable for any
income tax imposed upon or payable by Lessor unless such tax is imposed in
lieu of or as an addition to Real Estate Taxes.
e) As soon as reasonably practical after the close of each Lease Year
(including the Lease Years during which the Lease Commencement Date and Lease
Termination Date occur), Lessor shall furnish Lessee a statement (the "Annual
Statement"), setting out the amount Lessor estimates in good faith will be the
Operating Costs, Electricity Costs and Real Estate Taxes for the current Lease
Year, and Lessee's proportionate shares of the amounts, if any, by which such
Operating Costs, Electricity Costs and Real Estate Taxes exceed Base Operating
Costs, Base Electricity Costs and Base Real Estate Taxes, respectively.
Beginning with the next installment of Basic Monthly Rental due following
Lessee's receipt of the Annual Statement, and monthly thereafter until Lessee's
5
receipt of the net Annual Statement, Lessee shall pay Lessor, as additional
rent,an amount (the "Monthly Escalation Payment") equal to one twelfth (1/12th)
of its proportionate shares of said excess amounts, together with the aggregate
amount of Monthly Escalation Payments, or increases therein, as the case may be,
applicable to the period from the end of the previous Lease Year to the date the
current Lease Year's Monthly Escalation Payments become effective. Lessor shall
also set out in the Annual Statement Lessee's protiontionate shares of the
previous Lease Year's actual Operating Costs, actual Electricity Costs and
actual Real Estate Taxes and the aggregate amount of Monthly Escalation
Payments, if any, made by Lessee for such previous Lease Year. If the aggregate
of Lessee's proportionate shares of actual Operating Costs, actual Electricity
Costs and actual Real Estate Taxes exceeds the sum of (i) Lessee's proportionate
shares of Base Operating Costs, Base Electricity Costs and Base Real Estate
Taxes and (ii) the aggregate amount of Monthly Escalation Payments so made by
Lessee, Lessee shall pay Lessor such excess amount, and all other amounts due
hereunder, with the next installment of Basic Monthly Rental due. If the
aggregate of Lessee's proportionate shares of actual Operating Costs, actual
Electricity Costs and actual Real Estate Taxes is less than the sum of (i)
Lessee's proportionate shares of Base Operating Costs, Base Electricity Costs
and Real Estate Taxes and (ii) the aggregate amount of Monthly Escalation
Payments so made by Lessee, Lessee shall receive a credit therefor to be applied
to Monthly Escalation Payments next becoming due. Failure of Lessor to give
Lessee the Annual Statement within the time period set forth above shall not
be a waiver of Lessor's right to receive said addtional rent.
f) Each Annual Statement shall be conclusive and binding upon Lessee unless
(i) within thirty (30) days after receipt thereof, Lessee shall notify Lessor
that it disputes the correctness thereof, specifying the particular respects in
which the same is claimed to be incorrect and (ii) if the parties shall not
resolve such dispute within ninety (90) days thereafter, then either party may
refer the matter or matters in dispute to a reputable independent firm of
certified public accountants selected by Lessor, subject to Lessee's reasonable
approval. The decision of such accountants shall be conclusive and binding upon
the parties. Lessee recognizes and agrees that Lessor's books and records, and
those of Lessor's agents with respect to the operation of the Building, are
confidential and that Lessee shall have no right to inspect them. If any such
accountant shall not then be Lessor's accountant, Lessor agrees, at reasonable
times and upon reasonable notice to give such accountant access to the books and
records of Lessor and Lessor's agents. The fees and expenses of said accountants
shall be borne by the unsuccessful party (and if both parties are partially
unsuccessful, the accountants shall apportion the fees and disbursements
between the parties based upon the degree of success of each party). Pending
the determination of such dispute, Lessee shall pay additional rent in
accordance with the applicable Annual Statement.
g) With respect to any Lease Year at the commencement or expiration of the
Term of this Lease during which Lessee is in possession of the Demised Premises
for less than a full twelve (12) month period, additional rent to cover
increases in Operating Costs, Electricity Costs and Real Estate Taxes shall be
appropriately pro-rated and adjusted. Lessee's and Lessor's obligations with
respect to payments and adjustments of increases in Operating Costs, Electricity
Costs and Real Estate Taxes for any Lease Year shall survive the expiration or
termination of this Lease. Following such expiration or termination, should
Lessee become entitled to a credit for Monthly Escalation Payments paid during a
Lease Year in excess of Lessee's proportionate shares of increases in actual
Operating Costs, actual Electricity Costs and actual Real Estate Taxes for such
Lease Year, Lessor shall pay Lessee in cash promptly the full amount of such
credit.
h) Notwithstanding anything to the contrary contained in this Article 3,
Lessee shall not be obligated to pay its respective proportionate shares of
increases in Operating Costs, Electricity Costs and Real Estate Taxes until
September 1, 1991 and such additional rent shall be appropriately pro-rated.
4. CPI Adjustment: In addition to the foregoing, the Basic Monthly Rental
payable by Lessee for the last month of each Lease Year shall be adjusted as of
the first day of each succeeding Lease Year by adding to it thirty percent (30%)
of the amount computed by multiplying said Basic Monthly Rental by the
percentage increase, if any, in the index now known as "United States Bureau of
Labor Statistics, Consumer Price Index for All Urban Consumers (CPI-U), for the
Washington, D.C. Standard Metropolitan Statistical Area (SMSA), 'all items'
(1982-84=100)" (the "Index"). Any such percentage increase in the Index shall be
determined by dividing the amount, if any, by which the Index published for the
period that includes the last month of the Lease Year just ended exceeds the
corresponding Index published for the period that includes the month immediately
preceding the commencement of the Lease Year just ended, by said latter
corresponding Index. Lessor shall provide Lessee, during the last month of each
Lease Year, written notice of Lessor's reasonable estimate of the adjustment to
the Basic Monthly Rental due to increases in the Index, and Lessee shall begin
paying the estimated adjusted Basic Monthly Rental as of the first month of the
immediately succeeding Lease Year. The computation of the actual amount of any
such adjustment to the Basic Monthly Rental shall be contained in the Annual
Statement furnished to Lessee as set forth in Article 3(e) above. Promptly after
receipt of the Annual Statement, the difference between the estimated monthly
payments paid by Lessee and the actual amount of Basic Monthly Rental shall be
determined. If the estimated payments by Lessee exceed the actual amount
determined to be owing, the excess shall be credited against the next
installment of Basic Monthly Rental falling due hereunder. If the actual amount
determined to be owing is greater than Lessee's estimated payments, the
deficiency shall be paid by Lessee together with the next installment of Basic
Monthly Rental due hereunder. Thereafter Lessee shall pay the new Basic Monthly
Rental until receipt of the next written notice of the estimated adjustment to
Basic Monthly Rental from Lessor. The amount payable by Lessee as Basic Monthly
Rental for any Lease Year, as adjusted according to this Article 4 (exclusive of
any separate step-up), shall in no case be less than the Basic Monthly Rental,
as so adjusted, payable during the preceding Lease Year (exclusive of any
separate step-up), and shall not affect in any way Lessee's continuing
obligation to pay any and all sums payable as additional rent under this Lease.
If such Index shall be discontinued, with no successor or comparable successor
index, the parties shall attempt to agree upon a substitute formula; but if the
parties are unable to agree upon a substitute formula, then the matter shall be
determined by arbitration in accordance with the rules of the American
Arbitration Association then prevailing.
Notwithstanding anything to the contrary contained in this Article 4,
Lessee's Basic Monthly Rental shall not be adjusted pursuant to this Article 4
until September 1, 1991 at which time the increase to said Basic Monthly Rental
which would have been effective January 1, 1991 shall become effective. In no
event shall any annual increase in Basic Monthly Rental pursuant to this Article
4 exceed three (3%) percent of the Basic Monthly Rental for the immediately
preceding Lease Year.
5. Lessee Takes Demised Premises: Lessee does hereby take and hold the
Demised Premises at the rent hereinabove specifically reserved and payable as
aforesaid, and upon and subject to the terms and conditions herein contained.
6. Use of Premises; Compliance With Laws; Expenses: a) Lessee shall use
and occupy the Demised Premises for professional, executive and administrative
offices and for no other purpose whatsoever without the prior written consent of
Lessor. Lessee will not abuse the Demised Premises or permit any waste therein,
nor use or permit the Demised Premises or any part thereof to be used for any
disorderly, unlawful or extra-hazardous purpose, nor for any other purpose than
herein specified; and will not manufacture any commodity or prepare or dispense
any food or beverage therein
7
without the prior written consent of the Lessor. Lessee will not do or permit
anything to be done in the Demised Premises or the Building or bring or keep
anything therein which shall in any way obstruct or interfere with the rights of
other tenants, or in any way injure or annoy them, or those having business with
them, or conflict with them.
b) Lessee shall abide by and take all necessary action to comply with any
and all present and future laws, ordinances (including zoning ordinances and
land use requirements), regulations and orders of all governmental and
quasi-governmental authorities having jurisdiction over the Demised Premises,
including without limitation fire and environmental laws or regulations enacted
or established by the government of the District of Columbia or by the federal
government provided such compliance is necessitated by i) Lessee's use or manner
of use of the Demised Premises other than as set forth in Article 6(a) hereof or
(ii) a condition created by or at the instance of Lessee, or (iii) a breach of
Lessee's obligations under this Lease or (iv) the act, omission or negligence of
Lessee or any person or entity claiming through or under Lessee.
c) Lessee, at its expense, shall cooperate with Lessor in complying with
all existing and future mandatory and optional recycling programs and shall
separate, bundle and containerize waste products produced in the Demised
Premises as directed by Lessor.
d) Lessor hereby represents and warrants to Lessee as follows: (i) Lessor
shall obtain all permits, approvals, certificates and consents of any
governmental authority or public or private utility which are required before
Lessee may occupy and utilize the Demised Premises to conduct the business as
presently conducted; and (ii) Lessor has received no notice of any condemnation
or eminent domain proceedings for the purchase of the Building in lieu of
condemnation, and Lessor has no knowledge that any condemnation or eminent
domain proceedings or negotiations have been commenced or threatened against the
Building or any part thereof which would affect the Building, the Demised
Premises or any part thereof.
7. Maintenance and Repairs: a) Lessee agrees that it will keep the Demised
Premises and the fixtures and equipment therein in good order and condition and
will, at the expiration or other termination of the Term hereof, surrender and
deliver up the same in like good order and condition as the same shall be at the
commencement of the Term hereof, ordinary wear and tear and damage by the
elements, fire, and other casualty not due to the negligence of Lessee excepted.
All breakage, injury or damage to the Demised Premises or the Building or
Lessor's equipment therein caused by
9
Lessee, its agents, servants, employees, contractors, invitees, licensees or
concessionaires, shall be repaired promptly, at Lessee's reasonable expense,
either by Lessor or, at Lessor's option, by Lessee subject to Lessor's direction
and supervision (and in accordance with Article 9 below).
b) If Lessee shall fail to make any repairs or to perform any maintenance
which it is obligated to make or perform under this Lease, excluding repairs or
maintenance occasioned by Lessor's negligence, within ten (10) days after
written notice from Lessor to do so, or to commence the making of such repairs
or the performing of such maintenance and to proceed diligently to complete such
repairs or maintenance if such repairs and maintenance cannot be completed
within ten (10) days, or in the event of any emergency, Lessor may make or
perform the same for the account of Lessee, without liability to Lessee for any
loss or damage that may accrue to lessee's property or business by reason
thereof, except for any loss or damage occurring as a result of Lessor's
negligence, and Lessee shall pay, as additional rent, within ten (10) days after
Lessor shall have billed Lessee therefor, Lessor's cost for making such repairs
and performing such maintenance (which such cost may include a reasonable amount
for Lessor's overhead). Nothing herein contained shall imply any duty on the
part of Lessor to do any such work which under any provision of this Lease
Lessee may be required to do, nor shall its constitute a waiver of Lessee's
default in failing to do the same. Notwithstanding anything to the contrary,
Lessee shall not be liable for any repairs or for failure to make repairs
whenever such repairs are occasioned by Lessor's negligence.
c) Lessor shall make all necessary repairs to the structure of the Building
and the mechanical, electrical, plumbing, heating and air conditioning systems
therein, except with respect to any items installed or constructed by Lessee and
except where the repair has been made necessary by misuse or neglect by Lessee
or Lessee's agents, servants, employees, contractors, invitees, licensees or
concessionaires. This obligation to repair does not impose upon Lessor any
obligation to make repairs other than during normal business hours. Lessor will
use reasonable efforts to make such repairs in a timely fashion. In the event
that Lessee is denied access to the Demised Premises because of Lessor's
performance of repairs, except with respect to any item or items installed or
constructed by Lessee or except where the repair has been made necessary by
misuse or neglect by Lessee or Lessee's agents, servants, employees,
contractors, invitees, licensees or concessionaires, Lessee shall be entitled to
an abatement of Basic Monthly Rental, as adjusted according to Article 4 above,
and of Lessee's obligation to pay increases in Operating Costs, Electricity
Costs and Real Estate Taxes from the date such access
10
denied through the date of restoration of access to the Demised Premises.
d) If Lessor does not proceed promptly subject to force majeure, to
commence making repairs required to be made by Lessor hereunder within fifteen
(15) days after receiving written notice from Lessee, or as soon as feasible
after receiving notice by telephone in the event of emergencies, or to complete
adequately such repairs promptly thereafter, Lessee may, after giving Lessor
five (5) days written notice thereof, at its option, perform the work specified
in such notice without liability on the part of the Lessee, and Lessor agrees,
to pay promptly upon demand all reasonable costs and expenses incurred by Lessee
in doing such work. In the event Lessor does not pay such costs and expenses,
Lessee may offset such costs and expenses against next rental payments then
coming due.
8. Subletting and Assignment: a) Lessee shall not, directly or indirectly,
sublet the Demised Premises or any part thereof, including desk space, or
transfer possession or occupancy thereof to any person, firm, corporation, or
other entity, or transfer or assign, mortgage or otherwise encumber this Lease
without the prior written consent of Lessor, nor shall any transfer, subletting
or assignment hereof be effected, directly or indirectly, by operation of law or
otherwise than by the prior written consent of Lessor. Any such assignment,
subletting or occupancy without the written consent of Lessor shall constitute a
breach of this Lease by Lessee.
b) Subject to the provisions of Article 8(c) hereof, lessor shall not
unreasonably withhold its consent hereunder to any sublease by Lessee provided
that all of the following conditions are met:
(i) The sublessee must have a credit rating satisfactory to Lessor (in
Lessor's reasonable judgment);
(ii) The sublease must be expressly subject and subordinate to this Lease,
must require that any sublessee must comply with and abide by all of
the terms of this Lease and must provide that any termination of this
Lease shall extinguish the sublease as well;
(iii) The sublessee may not change the use of the premises or propose to
conduct its business in a manner which in Lessor's reasonable judgment
is not appropriate for a first class office building in Washington,
D.C.;
11
d) Notwithstanding the provisions of this Lease, Lessor shall not
unreasonably withhold its consent to an assignment by Lessee provided Lessee
gives Lessor prior written notice thereof and such other reasonable information
as Lessor may request. It shall not be deemed an assignment of this Lease as to
which Lessor's consent is required if at any time the then Lessee, or any person
owning a majority of the stock of, or directly or indirectly controlling the
Lessee transfers its stock resulting in the person(s) whose shall have owned a
majority of such shares of stock ceasing to own a majority of such shares of
stock; provided, that such transfer is (i) among the then shareholders of the
Lessee or any partnership, corporation or other entity controlling, controlled
by or under common control with the Lessee, (ii) to any member of a
shareholder's family or any trust or partnership's family, (iii) to a
corporation which merges into Lessee or into which the Lessee is merged,
consolidated or reorganized or (iv) pursuant to a public offering of the
Lessee's capital stock. Any sale or transfer other than as described herein
shall be deemed an assignment of this Lease, subject to the terms of this
Article 8.
e) Lessee shall reimburse Lessor on demand for any reasonable costs that
may be incurred by Lessor in connection with said assignment or sublease,
including, without limitation, the costs of making investigations as to the
acceptability of the proposed assignee or sublessee and reasonable legal costs
incurred in connection with any requested consent.
f) Every subletting hereunder is subject to the express condition, and by
accepting a sublease hereunder such sublessee shall be conclusively deemed to
have agreed, that if this Lease should be terminated for any reason prior to the
Lease Termination Date or if Lessor should succeed to Lessee's estate in the
Demised Premises, then, at Lessor's election, the sublessee shall either
surrender to Lessor the portion of the Demised Premises which has been sublet
within thirty (30) days of Lessor's request therefor, or attorn to and recognize
Lessor as the sublessee's lessor under the sublease and sublessee shall promptly
execute and deliver any instrument Lessor may reasonably request to evidence
such attornment, in which event Lessor shall provide to any sublessee all of the
same rights and services that Lessor provides to Lessee. Prior to any
termination of this Lease prior to the Lease Termination Date, Lessor shall give
notice thereof to any sublessee whose sublease was consented to by Lessor
hereunder.
g) If Lessor shall decline to give its consent to any proposed assignment
or sublease as provided herein, or if Lessor shall
13
exercise any of its options under this Article 8, Lessee shall indemnify, defend
and hold Lessor harmless against and from any and all loss, liability, claims,
damages and reasonable expenses (including attorneys fees and disbursements)
resulting from any claims that may be made against Lessor by the proposed
assignee or sublessee or by any brokers or other persons claiming a commission
or similar compensation in connection with the proposed assignment or sublease.
h) If Lessee's interest in this Lease be assigned, or if the Demised
Premises or any part thereof be sublet or occupied by anyone other than Lessee,
Lessor may collect rent from the assignee, subtenant or occupant and apply the
net amount collected to the rent payable herein, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of the provisions
of this Article 8 or of any default hereunder or the acceptance of the assignee,
subtenant or occupant as Lessee, or a release of Lessee from the further
observance or performance by Lessee of all covenants, conditions, terms and
provisions on the part of Lessee to be performed or observed.
9. Alterations: a) Lessee will not make any material alterations,
installations, changes, replacements, additions, or improvements, structural or
otherwise ("Alterations"), in or to the Demised Premises or the Building, or any
parts thereof, without the prior written consent of Lessor which consent shall
not be unreasonably withheld except that if such Alterations affect the
structure of the Building, its exterior components or the Building systems,
Lessor may withhold its consent in its sole discretion. Lessee will provide
Lessor with all plans, drawings and specifications for any such Alterations for
Lessor's approval prior to undertaking any work and shall also deliver copies of
all necessary permits for any such Alterations. Lessee agrees to obtain and
deliver to Lessor written and unconditional waivers of mechanic's and
materialmen's liens upon the Land, the Building and the Demised Premises for all
work, labor and services performed and materials furnished by contractors,
subcontractors, materialmen and laborers in connection with any such
Alterations. If, however, any such materialmen's or mechanic's lien shall be
filed against the Demised Premises, the Land, or the Building, such lien shall
be discharged by lessee within thirty (30) days thereafter, at Lessee's sole
expense, by the payment thereof or by filing of appropriate bond. If Lessee
shall fail to discharge any such mechanic's or materialmen's lien, Lessor may,
at its option, discharge the same and treat the cost thereof as additional rent
hereunder payable with the monthly installment of rent next becoming due; and
such discharge by Lessor shall not be deemed to waive the default of Lessee in
not discharging the same. Lessee will indemnify and hold Lessor harmless from
and against any and
14
all reasonable expenses (including attorney's fees), liens, claims or damages to
any person or property which may or might arise by reason of the making by
Lessee of any Alterations. Lessor shall have the right to have the making of any
Alterations supervised by its architects, contractors or workmen. All
Alterations which affect or in any way relate to the mechanical, electrical,
plumbing, heating, air conditioning, or structural systems of the Building shall
be done only by Lessor or Lessor's contractor or agent at Lessee's reasonable
expense.
b) All Alterations in or to the Demised Premises (whether with or without
the Lessor's consent) shall remain upon the Demised Premises and be surrendered
with the Demised Premises at the expiration or other termination of this Lease
without disturbance, molestation or injury unless Lessor shall give no less than
sixty (60) days written notice to Lessee prior to the Lease Termination Date
that such Alterations shall be removed and the Demised Premises restored. If
Lessor elects that Alterations be removed upon the expiration or other
termination of this Lease or of any renewal period hereof, 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 Lessor shall cause same to be
removed at Lessee's expense, and the Lessee hereby agrees to reimburse Lessor
for the reasonable cost of such removal together with any and all damages which
Lessor may suffer and sustain by reason of the failure of Lessee to remove the
same.
11. Advertisements: Lessee further agrees that no sign, advertisement or
notice shall be inscribed, painted or affixed on any part of the outside or
inside of the Demised Premises or the Building, except on the directories and
doors of offices, and then only in such size, color and style as Lessor has
approved in
15
writing; that Lessor shall have the right to prohibit any advertisement within
the Building or the Demised Premises by Lessee which in Lessor's opinion tends
to impair the reputation of the Building or its desirability as a building for
offices or for financial, professional, insurance or other institutions,
practices and businesses of like nature, and upon written notice from Lessor,
Lessee shall remove and refrain from and discontinue any such advertisement.
12. Moving; Repairs: Lessor shall have the right to prescribe the weight
and method of installation and position of safes, heavy fixtures, shelving,
files, equipment or machinery and Lessee will not install any such items which
would place a load upon any floor exceeding the floor load per square foot that
such floor was designed to carry. Lessor represents that the Demised Premises
may carry up to 75 p.s.f. live load and 25 p.s.f. partition load. No freight,
furniture or other bulky matter of any description will be received into the
Building or carried in the elevators, except as reasonably approved by Lessor.
All moving of furniture, material and equipment shall be under the direct
control and supervision of Lessor who shall, however, not be responsible for any
damage to or charges for moving same except to the extent of Lessor's
negligence. Lessee agrees promptly to remove from the public area adjacent to
the Building any of Lessee's merchandise, goods or property there delivered or
deposited. All injury to the Demised Premises or the Building caused by moving
the property of Lessee into, in or out of the Building and all breakage done by
Lessee, its agents, servants, employees or contractors, shall be repaired by
Lessee at its expense. In the event that Lessee shall fail to do so, then
Lessor, after reasonable written notice to Lessee, shall have the right to make
such necessary repairs, alterations and replacements, whether structural or
non-structural, and any charge or cost so incurred by Lessor shall be paid by
Lessee with the right on the part of Lessor to elect in its discretion to regard
the same as additional rent, in which event such cost or charge shall become
additional rent payable with the installment of rent next becoming due
under the terms of this Lease. This provision shall be construed as an
additional remedy granted to Lessor and not in limitation of any other rights
and remedies which Lessor has or may have in said circumstances.
13. Special Equipment: Lessee shall not install or operate in the Demised
Premises any equipment of any kind or nature whatsoever which will or may
necessitate any changes, replacements or additions to, or require the use of,
the water system, plumbing system, heating system, air conditioning system or
the electrical system serving the Demised Premises without the prior written
consent of Lessor, which consent shall not be unreasonably withheld but which
consent may be conditioned upon the payment by Lessee of
16
additional rent in compensation for such excess consumption of water and/or
electricity, or installation of additional or specialized wiring, as may be
occasioned by the operation of said equipment or machinery including, but not
limited to, the installation of such separate submeters as Lessor shall deem
necessary. All work described in the foregoing sentence shall be performed only
by Lessor or Lessor's contractor or agent at Lessee's expense which expense
Lessor agrees shall be reasonable with respect to the installation of submeters.
In addition, Lessee shall not install any equipment from which noise or
vibration may be transmitted to the structure of the Building or to the premises
of other tenants of the Building. Maintenance and repair of such special
equipment, whether or not such consent has been given by Lessor, such as kitchen
fixtures, separate air conditioning equipment, or any other type of special
equipment, whether installed by Lessee or by Lessor on behalf of Lessee, shall
be the sole responsibility of Lessee, and lessor shall have no obligation in
connection therewith.
14. Lessors's Right to Enter, Repair and Renovate: a) Lessee will allow
Lessor, its agents or employees, to enter the Demised Premises at all reasonable
times on reasonable prior written notice, or in an emergency, at any time, to
examine, inspect or to protect the same or prevent damage or injury to the same,
or to make such alterations and repairs as Lessor may deem necessary, or to
exhibit the same to prospective tenants, lenders or purchasers of the Building.
b) Lessee understands and agrees that Lessor may, at any time or from time
to time during the term of this Lease, perform substantial repair or renovation
work in and to the Building or the mechanical systems serving the Building
(which work may include, but need not be limited to, the repair or replacement
of the Building's exterior facade, exterior window glass, elevators, electrical
systems, air conditioning and ventilating systems, plumbing system, common
hallways, or lobby), any of which work may require access to the same from
within the Demised Premises. Lessee agrees that Lessor shall have access to the
Demised Premises at all reasonable times, upon reasonable written notice, for
the purpose of performing such work, and that Lessor shall incur no liability to
Lessee, its servants, agents, employees, contractors, invitees, licensees, or
concessionaires, except for any damage or loss occasioned by Lessor's
negligence, nor shall Lessee be entitled to any abatement of rent on account of
any noise, vibration, or other disturbance to Lessee's business at the Demised
Premises (provided that Lessee is not denied access to the Demised Premises),
which shall arise out of said access by Lessor or by the performance by Lessor
of the aforesaid repair or renovations at the Building provided that Lessor
shall remain liable for its negligence.
17
Lessor shall use reasonable efforts (which shall not include any obligation to
employ labor at overtime rates) to avoid and minimize disruption of Lessee's
business during any such entry upon the Demised Premises or during the
performance of any such work by Lessor.
15. Rules and Regulations: Lessee, its agents, servants, employees,
contractors, invitees, licensees and concessionaires, shall abide by and observe
such rules and regulations as may be promulgated from time to time by Lessor for
the operation and maintenance of the Building. A copy of the presently
applicable Rules and Regulations is attached hereto as Exhibit "B," and made a
part hereof. Nothing contained in this Lease shall be construed to impose upon
Lessor any duty or obligation to enforce such rules and regulations, or the
terms, conditions or covenants contained in any other lease, as against any
other lessee, and Lessor shall not be liable to Lessee for violation of the same
by any other lessee, or such other lessee's agents, servants, employees,
contractors, invitees, licensees or concessionaires.
16. Allocation of Risks and Liability: a) Lessee shall indemnify Lessor and
save it harmless from any loss, damage, liability, claim and expense (including
reasonable attorney's fees) in connection with loss of life, personal injury or
property damage arising from or out of any occurrence within the Demised
Premises or the occupancy or use by Lessee of the Demised Premises or any part
thereof, including but not limited to Lessee's alterations or improvements to
the Demised Premises, or occasioned wholly or in part by any negligent or
willful act or omission of Lessee, its agents, servants, employees, contractors,
invitees, licensees or concessionaires, either within the Demised Premises or
other areas of the Property.
b) Any use or occupancy by Lessee of, or storage of its property in, the
Demised Premises or elsewhere within the Property shall be at its own risk.
Lessor assumes no liability or responsibility whatever with respect to the
conduct and operation of the business to be conducted in the Demised Premises
nor for any loss or damage of whatsoever kind or by whomsoever caused, to
Lessee's furnishings, fixtures, equipment, documents, records, monies or other
personal property of Lessee or to Lessee's business, except that Lessor shall be
liable for its negligence.
c) Lessor shall not be responsible or liable to Lessee or to those claiming
by, through or under Lessee, for any loss or damage to either the person or
property of Lessee that may be occasioned by or through the acts or omissions of
persons using or occupying other areas within the Property.
18
d) Lessee is familiar with the Demised Premises and accepts same as
suitable for the purposes for which they are leased. Lessee acknowledges that
the Demised Premises are received by Lessee in good state of repair and are
accepted by Lessee in the condition in which they are as of the commencement of
the term of this Lease subject to the substantial completion by Lessor of minor
or insubstantial details of construction, decoration or mechanical adjustment
("punchlist items") following the substantial completion of Lessor's Work and
subject to latent defects of which Lessor has received written notice from
Lessee within (A) one (1) year after the date of Lessee's occupancy of the
Demised Premises with respect to defects in the heating, ventilating and air
conditioning system and (B) sixty (60) days after the date of Lessee's occupancy
of the Demised Premises for all other defects, all of which defects Lessor shall
cure within a reasonable time after receipt of such notice. Lessor and Lessor's
agents, servants and employees shall not be liable for, and Lessee waives all
claims against them for, loss or damage to Lessee's business or damage to person
or property sustained by Lessee or Lessee's agents, servants, employees,
contractors, invitees, licensees or concessionaires, or anyone claiming through
any of them, resulting from any accident or occurrence within the Demised
Premises or elsewhere in the Property due to condition, design or defect in the
Demised Premises or in other portions of the Property or which may now exist or
hereafter occur, including but not limited to, (i) any defect in or failure of,
or defective installation of, any equipment or appurtenances, including
elevators, plumbing, heating, ventilating or air conditioning equipment,
including but not limited to disruption of same caused by strikes, accidents,
Federal, state or local regulations, or unavailability at reasonable cost of
electricity, coal, fuel oil or other suitable fuel or energy source; (ii) any
defect in, failure of, or defective design or installation of electric wiring,
gas, water and steam pipes, stairs, porches, railings or walks; (iii) broken
glass; (iv) the backing up of any sewer pipe or downspout; (v) the bursting,
leaking or running of any tank, tub, washstand, water closet, waste pipe, drain
or any other pipe or tank within the Demised Premises or other portions of the
Property; (vi) the escape of steam or hot water; (vii) water, snow, or ice being
upon or coming through the roof, stairs, doorways, windows, walks or any other
place upon or near the Demised Premises or other portions of the Property;
(viii) the falling of any fixture, plaster or tile; and (ix) any act, omission
or negligence of other tenants or any other persons at any time present in or on
the Property or any adjacent or contiguous property, or of owners of adjacent or
contiguous property. Notwithstanding the foregoing provisions of this Article 16
(d), but subject to any and all other limitations on Lessor's liability set
forth in this Lease, Lessor shall not be released from liability to Lessee, its
agents, servants and employees, for any
19
damage or injury resulting from the negligence or willful misconduct of Lessor,
its agents, servants or employees.
e) Lessee shall give prompt notice to Lessor in case of accidents or
occurrences in the Demised Premises or in other portions of the Property or of
defects or defective conditions or design therein, known to Lessee, of the
nature described in Article 16(d) above, in order that the same may be remedied
by Lessor, subject, however, to the provisions of this Lease.
17. Insurance: a) Lessor, at its own cost and expense, shall procure and
maintain insurance covering the Property for fire and such other risks as are
from time to time included in standard "all risk" insurance in adequate amounts.
Lessor, at its own cost and expense, shall also obtain and maintain public
liability insurance in adequate amounts against claims for property damage,
bodily injury and death occurring on or arising out of any use of the common
areas of the Building. Lessor shall be deemed to have complied with the
provisions of this Article 17(a) in the event it elects to carry such insurance
through a so-called "Blanket Policy."
b) Lessee, at its own cost and expense, shall obtain and maintain in full
force and effect during the original term of this Lease, and any renewals or
extensions hereof, policies of insurance in form acceptable to lessor covering
the following risks: (i) fire and extended coverage insurance covering all of
Lessee's property, furnishings, fixtures and equipment placed by Lessee in or
upon the Demised Premises or elsewhere within the Property, and any and all
Alterations made by Lessee thereto, in an amount not less than one hundred
percent (100%) of their full replacement cost without deduction for
depreciation; and (ii) comprehensive General Public Liability Insurance on an
occurrence basis with minimum limits of liability in an amount of not less than
$1,000,000.00 combined single limit coverage, which insurance shall contain,
among other things required by Lessor, a contractual liability endorsement
covering the matters set forth in Article 16 hereof. It is understood and agreed
that liability coverage provided for hereunder shall extend beyond the Demised
Premises to portions of the common areas of the Building used from time to time
by Lessee, its agents, servants, employees, contractors, invitees, licensees and
concessionaires.
c) All policies of insurance to be obtained and furnished by Lessee
hereunder shall be issued and carried in the name of Lessee with Lessor named as
an additional insured, as their respective interests may appear, together with
such other party or parties as may be designated by Lessor, as their interests
may appear. All such policies of insurance (i) shall be issued by a financially
20
responsible company or companies reasonably acceptable to Lessor, authorized to
issue such policy or policies, and licensed to do business in the District of
Columbia; (ii) shall be written as primary policy coverage and not contributing
with or in excess of any coverage which Lessor may carry; (iii) shall contain an
express waiver of right of subrogation by the insurance company against Lessor
and its agents, servants and employees; (iv) shall provide that the policy may
not be cancelled, terminated or materially changed unless Lessor shall have
received thirty (30) days prior written notice thereof by registered or
certified mail; and (v) shall provide that Lessor, and any other parties in
interest, shall be entitled to recover under said policies for any loss or
damage occasioned to them, their agents, servants and employees, by reason of
the negligence of Lessee or Lessee's agents, servants, employees, contractors,
invitees, licensees or concessionaires. The original policy or policies or duly
executed certificates for the same, and satisfactory evidence of payment of the
premium thereof, shall be delivered to Lessor on or before the Lease
Commencement Date, and upon renewals of such policies, not less than fifteen
(15) days prior to expiration of the term of any such coverage. The minimum
limits of any insurance coverage required herein to be carried by Lessee shall
not limit Lessee's liability under Article 16 hereof. Lessee may carry any
insurance coverage required of it hereunder pursuant to blanket policies of
insurance so long as the coverage afforded Lessor thereunder shall not be less
than the coverage which would be provided by direct policies.
d) Lessee shall not do or keep, or suffer to be done or kept, anything
within the Demised Premises or elsewhere within the Property which will
contravene the coverage of Lessor's policies as set out above, or which will
prevent Lessor from procuring such policies from companies acceptable to Lessor.
If anything be so done, kept or suffered to be done or kept by lessee that shall
cause the rate of such insurance on the Demised Premises or the Property in
companies acceptable to Lessor to be increased beyond the minimum rate from time
to time applicable to the Demised Premises for use for the purpose permitted
under this Lease, or on the other portions of the Property for the use or uses
made thereof, Lessee shall pay the amount of such increase promptly upon
Lessor's demand as additional rent.
e) In the event that the Lessee at any time or times shall fail to obtain
or maintain in full force and effect any or all of the insurance policies and
coverages required of it under this Article 17, or should Lessee violate any of
the provisions of Paragraph (d) above, then, and in any of such events, Lessor
at its election, after ten (10) days' written notice to Lessee, and as agent for
Lessee, may obtain such insurance or coverage, or additional insurance or
coverage as the case may be, pay the
21
premiums thereon, or take such other steps as may be necessary to effectuate the
equivalent of Lessee's obligations under this Article, and may thereafter obtain
full reimbursement of the costs thereof from Lessee promptly upon Lessor's
demand, as additional rent.
f) Notwithstanding anything contained in this Lease, Lessee and Lessor each
release the other and their respective agents, servants, employees, contractors,
licensees and invitees, from any claims for injury to or death of persons, or
damage or loss to any person or to the Demised Premises, the Building, the Land
and any property contained therein or thereon, or any other property, caused by
or resulting from any risks insured against under any insurance policies carried
by Lessor or Lessee and in force at the time of damage or loss, regardless of
the cause of damage or loss, to the extent the damaged or liable party is
reimbursed therefor by insurance, or would have been eligible for reimbursement
had insurance coverage required hereunder been maintained. The applicable
insurance policies shall contain a clause to the effect that this release shall
not affect the right of the insured to recover under such policies.
18. Utilities and Services; Security: a) Lessor shall furnish electricity,
water, janitor service, elevator service, and, during the appropriate respective
seasons for same, heat and air conditioning during the hours of 8:00 a.m. to
6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m. on Saturday,
exclusive of legal holidays, without additional cost to Lessee, provided,
however, that Lessor shall not be liable for failure to furnish or for delay in
furnishing any of such services caused by maintenance or repair work or strike,
riot, civil commotion, or any causes beyond the control of the Lessor.
b) Lessor agrees, at its option, to provide a security system or guard
service for the Building during the term of the Lease; provided, however, that
Lessor makes no representation or warranty with respect to adequacy,
completeness or integrity of the security system or guard service and any
failure of the security stems or guard service in any way shall not modify or
affect any of the terms of this Lease with respect to Lessor's liability to
Lessee. Lessor reserves the right to modify, supplement or revise the security
system or guard service at any time in its sole judgment.
19. Bankruptcy and Insolvency: a) If a petition is filed by, or an order
for relief is entered against, Lessee under Chapter 7 of the Bankruptcy Code (11
U.S. Code Section 101 et seq.) and the trustee of Lessee elects to assume this
Lease for the purpose of assigning it, the election or assignment, or both, may
be made only if all of the terms and conditions of Paragraphs (b) and (d) of
22
this Article 19 are satisfied. If the trustee fails to elect to assume this
Lease for the purpose of assigning it within sixty (60) days after his
appointment, this Lease will be deemed to have been rejected. Lessor shall then
immediately be entitled to possession of the Demised Premises without further
obligation to Lessee or the trustee, and this Lease will be canceled. Lessor's
right to be compensated for damages in said bankruptcy proceeding, however,
shall survive.
b) If Lessee files a petition for reorganization under Chapters 11 or 13 of
the Bankruptcy Code, or if a proceeding that is filed by or against Lessee under
any other chapter of the Bankruptcy Code is converted to a Chapter 11 or 13
proceeding and Lessee's trustee or Lessee as a debtor-in-possession fails to
assume this Lease within sixty (60) days from the date of the filing of the
petition or the conversion, as the case may be, the trustee or the
debtor-in-possession will be deemed to have rejected this Lease. To be
effective, an election to assume this Lease must be in writing and addressed to
Lessor and, in Lessor's business judgment, all of the following conditions,
which Lessor and Lessee acknowledge to be commercially reasonable, must have
been satisfied:
(i) The trustee or the debtor-in-possession has cured or has provided
the Lessor adequate assurance, as defined in sub-paragraph (iv) of this
Paragraph (b), that:
(A) the trustee will cure all monetary defaults under this Lease
within thirty (30) days from the date of the assumption; and
(B) the trustee will cure all non-monetary defaults under this Lease
within thirty (30) days from the date of the assumption or, if such defaults are
curable but not within said thirty (30) day period, the trustee shall have
commenced, and is diligently prosecuting the cure of such non-monetary defaults.
(ii) The trustee or the debtor-in-possession has compensated Lessor, or
has provided to Lessor adequate assurance that within thirty (30) days from the
date of the assumption Lessor will be compensated, for any pecuniary loss it
incurred arising from the default of Lessee, the trustee, or the debtor-in-
possession as recited in Lessor's written statement of pecuniary loss sent to
the trustee or the debtor-in-possession.
(iii) The trustee or the debtor-in-possession has provided Lessor with
adequate assurance of the future performance of each of Lessee's obligations
under the Lease and, in addition, has deposited with Lessor, as security for the
timely payment of
23
rent, an amount equal to two months' Basic Monthly Rental, as adjusted as of
said date, together with two months' Monthly Escalation Payments (as defined in
Article 3 of this Lease), said obligations imposed upon the trustee or the
debtor-in-possession hereunder to continue for Lessee after the completion of
bankruptcy proceedings.
(iv) For purposes of this Paragraph (b), "adequate assurance" means
that:
(A) Lessor determines that the trustee or the debtor-in- possession
has, and will continue to have, sufficient unencumbered assets after the payment
of all secured obligations and administrative expenses to assure Lessor that the
trustee or the debtor-in-possession will have sufficient funds to fulfill
Lessee's obligations under this Lease; and
(B) An order will have been entered segregating sufficient cash
payable to Lessor and/or a valid and perfected first lien and security interest
will have been granted in property of Lessee, trustee, or debtor-in-possession
that is acceptable for value and kind to Lessor, to secure to Lessor the
obligation of the trustee or debtor-in-possession to cure the monetary and
non-monetary defaults under this Lease within the time periods set forth above.
(c) In the event that this Lease is assumed by a trustee appointed for
Lessee or by Lessee as debtor-in-possession under the provisions of Paragraph
(b) of this Article 19 and, thereafter, Lessee is either adjudicated a bankrupt
or files a subsequent petition for arrangement under Chapter 11 of the
Bankruptcy Code, then Lessor may terminate, at its option, this Lease and all
Lessee's rights under it, by giving written notice of Lessor's election to
terminate.
(d) If the trustee or the debtor-in-possession has assumed the Lease, under
the terms of Paragraphs (a) or (b) of this Article 19, to assign or to elect to
assign Lessee's interest under this Lease or the estate created by that interest
to any other person, that interest or estate may be assigned only if Lessor
acknowledges in writing that the intended assignee has provided adequate
assurance of future performance, as defined in this Paragraph (d), of all of the
terms, covenants, and conditions of this Lease to be performed by Lessee. For
the purposes of this Paragraph (d), "adequate assurance of future performance"
means that Lessor has determined that each of the following conditions has been
satisfied:
(i) The assignee has submitted a current financial statement by a
certified public accountant, that shows a net worth
24
and working capital in amounts sufficient to assure the future performance by
the assignee of Lessee's obligation under this Lease;
(ii) If requested by Lessor, the assignee will obtain guarantees, in
form and substance satisfactory to Lessor, from one or more persons who satisfy
Lessor's standard of creditworthiness; and
(iii) Lessor has obtained all consents or waivers from any third party
required under any lease, mortgage, financing arrangement or other agreement by
which Lessor is bound, to enable Lessor to permit the assignment.
(e) When, pursuant to the Bankruptcy Code, the trustee or the
debtor-in-possession is obligated to pay reasonable use and occupancy charges
for the use of all or part of the Demised Premises, the charges will not be less
per month than the sum of Basic Monthly Rental, as adjusted to said date, and
the Monthly Escalation Payment then applicable according to the provisions of
Article 3 of this Lease.
(f) Neither Lessee's interest in the Lease nor any estate of Lessee created
in the Lease will pass to any trustee, receiver, assignee for the benefit of
creditors, or any other person or entity, or otherwise by operation of law under
the laws of the District of Columbia or any state having jurisdiction of the
person or property of Lessee, unless Lessor consents in writing to such
transfer. Lessor's acceptance of rent or any other payments from any trustee,
receiver, assignee, person or other entity will not be deemed to have waived, or
waive, the need to obtain Lessor's consent or Lessor's right to terminate this
Lease for any transfer of Lessee's interest hereunder without said consent.
(g) By written notice to Lessee, Lessor, at its option, may terminate this
Lease and all of Lessee's rights under this Lease if any of the following events
occurs:
(i) Lessee's estate created by this Lease is taken in execution or by
other process of law;
(ii) Lessee or any guarantor of Lessee's obligations under this Lease
(hereinafter "Guarantor") is adjudicated insolvent pursuant to the provisions of
any present or future insolvency law under the laws of the District of Columbia
or of any state having jurisdiction;
(iii) Any proceedings are filed by or against Guarantor under the
Bankruptcy Code or any similar provisions of any future
25
federal bankruptcy law which are not dismissed within ninety (90) days;
(iv) A receiver or trustee of the property of Lessee or Guarantor is
appointed under the law of the District of Columbia or of any state having
jurisdiction by reason of Lessee's or Guarantor's insolvency or inability to pay
its debts as they become due or otherwise and the appointment of such receiver
or trustee is not vacated within ninety (90) days; or
(v) Any assignment for the benefit of creditors is made of Lessee's or
Guarantor's property under the law of the District of Columbia or any state
having jurisdiction.
20. Remedies upon Default; Waiver: a) If Lessee shall (i) fail to pay the
Basic Monthly Rent or any installments thereof as aforesaid at the time the same
shall become due and payable, and/or any additional rent as herein provided,
and/or such amounts as may be due pursuant to Paragraph (d) below, and/or any
late fee, and such default shall continue for more than ten (10) days after the
date such payment is due, although no demand shall have been made for the same;
or (ii) default in the material performance of any of the covenants, conditions
and agreements herein contained on the part of the Lessee to be kept and
performed, and such default shall continue for more than ten (10) days after
written notice of such default from Lessor unless Lessee shall have commenced
and is diligently pursuing the cure of such non-monetary default; or (iii)
abandon the Demised Premises during the term of this Lease; then, upon the
occurrence of each and every such event or failure from that time forward, at
the option of Lessor, Lessee's right of possession shall thereupon cease and
determine, and Lessor shall be entitled to the possession of the Demised
Premises and to re-enter the same without demand of rent or demand of possession
and may forthwith proceed to recover possession of the Demised Premises by
process of law or otherwise, any notice to quit, or of Lessor's intention to
re-enter the same, being hereby expressly waived by Lessee. And, in the event of
Lessor's re-entry, Lessee nevertheless agrees to remain answerable for any and
all damage, deficiency or loss of rent which Lessor may sustain by reason of any
default by Lessee hereunder, as set out in Paragraph (b) below, and the mention
of any particular remedy in this Lease shall not preclude Lessor from any other
remedy. For purposes of this Article 20, Lessee shall not be deemed to have
abandoned or vacated the Demised Premises if Lessee ceases its physical
occupancy of the Demised Premises during the term of this Lease provided that
Lessee continues during such period to pay the rent called for hereunder when
due.
b) If Lessee's right of possession of the Demised Premises
26
shall so cease and determine during the term of this Lease without Lessee having
paid in full the rents for the entire term, then, in such event, Lessor shall
have the right at its option to take possession of the Demised Premises, to
re-let the same, as set forth in the following sentence, for the benefit of
Lessee and apply the proceeds received from such re-letting toward the payment
of the rent of Lessee under this Lease. Lessor may relet the Demised Premises or
any part thereof, alone or together with other premises, for such term(s) (which
may be greater or less than the period which otherwise would have constituted
the balance of the term of this Lease) and on such terms and conditions (which
may include concessions of free rent and alterations of the Demised Premises) as
Lessor, in its sole discretion, may determine, but Lessor shall not be liable
for, not shall Lessee's obligations hereunder be diminished by reason of, any
failure by Lessor to relet the Demised Premises or any failure by Lessor to
collect any rent due upon such reletting. Such re-entry and re-letting shall not
discharge Lessee from liability (i) for rent to date of such re-taking
(including, but not limited to, additional rent based on increases, if any, in
Operating Costs and Real Estate Taxes, as set forth in Article 3 above,
applicable to the period prior to such re-taking), (ii) for any deficiency or
loss of rent sustained by Lessor in respect of the balance of the term, and
(iii) for any other loss, damage or reasonable expense incurred or suffered by
Lessor as a result of such cessation and determination of Lessee's right of
possession or in connection with such re-taking and re-letting (including, but
not limited to, reasonable attorney's fees, brokerage fees or commissions,
advertising costs, costs to prepare the Demised Premises for any such new tenant
and other costs and expenses incurred by Lessor in pursuit of its remedies
hereunder). Any such deficiency or loss of rent for the balance of the term
shall be payable monthly by Lessee in advance in the same manner that rent
hereunder is to be paid, and Lessor shall have the right to recover any such
loss of rent monthly whether or not the Demised Premises have ben re-let; and
any such other loss, damage or expense of Lessor resulting from such cessation
and determination of Lessee's right of possession or in connection with such
retaking and re-letting shall be payable by Lessee immediately upon being
incurred or suffered by Lessor.
c) If under the provisions hereof summary process shall be served, and a
compromise or settlement thereof shall be made, it shall not be considered as a
waiver of any breach of any covenant, condition or agreement herein contained;
and no waiver of any breach of any covenant, condition or agreement herein
contained shall operate as a waiver of the covenant, condition or agreement
itself or of any subsequent breach thereof. No provision of this Lease shall be
deemed to have been waived by Lessor unless such waiver shall be in writing
signed by Lessor. No payment by Lessee
27
or receipt by Lessor of a lesser amount than the Basic Monthly Rental, and/or
any additional rent, provided for herein shall be deemed to be other than on
account of the earliest stipulated rent nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as 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 pursue any
other remedy in this Lease or by law provided.
d) If Lessee shall fail to pay any installments of Basic Monthly Rental, or
any additional rent due under this Lease, within ten (10) days of the date when
such payment is due, for three (3) times in any period of twelve (12)
consecutive months, then Lessor may, by giving notice to Lessee, exercise any of
the following options: (i) declare the rent reserved in this Lease for the next
six (6) months (or less, at Lessor's option) to be due and payable within ten
(10) days of such notice; or (ii) required an additional reserve deposit to be
paid to Lessor within ten (10) days of such notice, in an amount not to exceed
six (6) installments of Basic Monthly Rental.
e) In the event of the employment of an attorney or attorneys by lessor or
its agent because of the violation by Lessee of any term or provision of this
Lease, including non-payment of rent as due, Lessee shall pay and hereby agrees
to pay reasonable attorney's fees and all other costs incurred by Lessor as a
result of such violation, provided a judgment or award in favor of Lessor is
rendered by a court of competent jurisdiction or equivalent body whereunder
Lessor obtains all or a substantial part of the relief sought by lessor through
the services of the attorney(s) so employed. In the event of any settlement
outside of court, each party shall be responsible for paying its own attorneys
fees and other costs.
f) The parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaims brought be either of the parties hereto
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of landlord and tenant, Lessee's use
or occupancy of the Demised Premises and/or any claim of injury or damage. In
the event Lessor commences any proceedings for nonpayment of rent, or additional
rent, Lessee will not interpose any set-off or counterclaim of whatever nature
or description in any such proceedings. This shall not, however, be construed as
a waiver of Lessee's right to assert such set-off or claims in any separate
action or actions brought by Lessee.
21. Late Charge; Delinquent Payments: In the event that Lessor fails to
receive any installment of rent, or any additional rent,
28
within five (5) days after written notice from Lessor that the same is due and
payable, Lessee shall be obligated to pay, as additional rent, a late fee equal
to five percent (5%) of such delinquent rent, unless a lower amount is required
by law, said additional rent to be payable with the next monthly installment of
rent. In addition, (a) any installment of rent, or any additional rent, which is
not paid within thirty (30) days after the same becomes due shall bear interest
from the date due until paid at the variable rate (hereinafter the "Default
Rate") which is from time to time four percentage points (4%) in excess of the
"prime" rate announced from time to time by the Chase Manhattan Bank, N.A., New
York, New York, and (b) if Lessee defaults in the making of any other payment or
the doing of any act herein required to be made or done by Lessee then the
Lessor, after giving reasonable written notice to Lessee, 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, shall be paid by Lessee to Lessor together
with interest at the Default Rate while such expense remains unpaid. Such
expenses and interest shall constitute additional rent hereunder due and payable
with the next monthly installment of Basic Monthly Rental. In the event Lessee
pays its rent by check and said check is returned unpaid, Lessee shall pay to
Lessor, in addition to the aforesaid monthly rent payment and any late charges
and interest which may apply, the sum of Twenty Dollars ($20.00) to cover the
costs and expenses of processing the returned check. It is expressly understood
that the late charge and interest provided herein does not relieve Lessee from
its obligation to continue to make timely monthly rental payments as provided in
this Lease, and that Lessee's failure to make such timely payment shall, at
Lessor's option, constitute a violation of the terms of this Lease, entitling
Lessor to pursue any of its remedies under Article 20 hereof.
22. Fire Loss or Damage: a) In the event that the Demised Premises or the
Building (whether or not the Demised Premises are damaged) shall be partially
damaged by any casualty insured against under Lessor's "all-risk" insurance
policy, Lessor shall, upon receipt of the net proceeds from such insurance,
undertake the repair and restoration of the Demised Premises and/or the Building
to substantially the same condition as existed prior to the casualty, with such
reasonable changes as Lessor may desire to make. As used herein, the term "net
proceeds from such insurance" shall mean that portion of the proceeds of
insurance which is free and clear to Lessor after deducting all sums required to
be paid by Lessor to the holder or any mortgage on the property damaged, as well
as all expenses and legal fees incurred by Lessor to collect such insurance
proceeds. As used herein, the term "partially damaged" shall mean not more than
25% of the then cost of replacement of the Demised Premises or the Building, as
the case
29
may be.
b) If (i) either the Demised Premises or the Building (whether or not the
Demised Premises shall be damaged) shall be damaged to the extent of more than
25% of the then cost of replacement thereof, respectively, or (ii) the Demised
Premises or the Building shall be damaged as a result of a risk which is not
covered by Lessor's insurance, and Lessor decides not to rebuild, then in either
such event, Lessor may terminate this Lease by notice given within thirty (30)
days after the occurrence of such event or if (iii) a substantial portion of the
Demised Premises shall become untenantable for use by Lessee as permitted under
this Lease, then Lessee may terminate this Lease by notice given within thirty
(30) days after the occurrence of such event, and upon the date specified in
such notice, which shall be not less than thirty (30) days or more than sixty
(60) days after giving of said notice, this Lease shall terminate and come to an
end, and Lessee shall vacate and surrender the Demised Premises to Lessor. If
this Lease shall not be terminated as provided in this Paragraph (b), then
Lessor shall, promptly after receipt of the new proceeds of insurance (as
defined above) undertake the repair and restoration of the Demised Premises,
and/or the Building, to substantially the same condition as existed prior to the
casualty, with such reasonable changes as Lessor may desire to make. The amount
which Lessor shall be required to expend for the repair or restoration of the
Demised Premises and/or the Building shall in o event exceed the net proceeds of
insurance (as defined above). In the event such repair and restoration of the
Demised Premises is not substantially completed with ninety (90) days after the
date the damage occurred, then either party may terminate this Lease upon giving
no less than thirty (30) days prior written notice of termination to the other
after the end of such ninety (90) day period, provided, however, that such
termination shall not occur if such repair and restoration of the Demised
Premises is substantially completed prior to said date specified for
termination.
c) If the Demised Premises are rendered untenantable for use by Lessee as
permitted under this Lease, either in whole, and the Lease is not terminated at
set forth in Paragraph (b) above, or in part, by reason of the casualty damage
or the repair or restoration work, then there shall be allowed a proportionate
abatement of the Basic Monthly Rental (as adjusted according to Article 4 above)
and of Lessee's obligation to pay increases in Operating Costs, Electricity
Costs and Real Estate Taxes from the date that the damage occurred to the date
that the required repair or restoration work is completed (or the date that
Lessee uses and occupies the Demised Premises, or portion thereof, if earlier)
or, in the event that this Lease is terminated as provided above, the effective
date of such termination. The amount by which the Basic Monthly Rental
30
(as so adjusted) may be so abated shall be determined on the basis of the ratio
that the floor area rendered untenantable bears to the total floor area of the
Demised Premises, as determined by Lessor in its reasonable judgment. The
obligation of Lessee to pay amounts, other than Basic Monthly Rental and
increases in Operating Costs, Electricity Costs and Real Estate Taxes, due and
payable under this lease for any reason whatsoever shall remain unchanged and
continue in full force and effect.
d) If any loss or damage to the Demised Premises is caused by the
negligence of Lessee or its agents, servants, employees, contractors, invitees,
licensees or concessionaires, then there shall be no abatement of Basic Monthly
Rental or of Lessee's obligation to pay increases in Operating Costs,
Electricity Costs and Real Estate Taxes unless Lessor elects to cancel this
Lease.
e) Subject to Paragraph (c) above, no compensation or claim or diminution
of rent will be allowed or paid by Lessor by reason of inconvenience, annoyance
or injury to business, arising from the necessity of repairing the Demised
Premises or any portion of the Building, however the necessity may occur, except
that Lessor shall be liable for its negligence.
23. Subordination and Attornment: a) This Lease is subject to all ground or
underlying leases and to all mortgages and/or deeds of trust which may now or
hereafter affect such ground or underlying leases or the real property of which
the Demised Premises from a part, and to all renewals, replacements,
modifications, consolidations, refinancings or extensions thereof. Lessee agrees
that is any mortgagee, trustee, or purchaser at any foreclosure sale or at any
sale under a power of sale contained in any such mortgage or deed of trust shall
at its sole election so request, Lessee shall attorn to and recognize any such
mortgagee, trustee or purchaser, as the case may be, as Lessor under this Lease
for the balance then remaining of the term of this Lease, subject to all the
terms of this Lease. The aforesaid provisions shall be self-operative and no
further instrument of subordination or attornment shall be necessary unless
required by any such mortgagee, trustee or purchaser. Should Lessor or any such
mortgagee, trustee, or purchaser desire confirmation of such subordination or
attornment, as the case may be, Lessee upon written request shall execute and
deliver without charge and in a form satisfactory to Lessor or any mortgagee,
trustee or purchaser, all instruments that may be requested to acknowledge such
subordination and/or agreement to attorn, in recordable form. Notwithstanding
the above, Lessee covenants and agrees that it will, at the written request of
Lessor or any such mortgagee, trustee, or purchaser, execute, acknowledge and
deliver in recordable form any further instrument that has for its purpose
31
and effect the subordination of this Lease to the lien of such mortgage or deed
of trust. Lessor agrees to give Lessee notice of any such foreclosure sale or
sale under a power of sale contained in any such mortgage or deed of trust,
provided, however, that any failure to give such notice shall not affect the
provisions of this Article.
b) In the event of any such foreclosure, cancellation or other termination
of any such ground or underlying lease, mortgage or deed of trust, the
mortgagee, trustee or purchaser becoming successor in interest shall not (i) be
liable to Lessee for any previous act or omission of Lessor under this Lease,
(ii) be subject to any offset which shall have theretofore accrued to Lessee
against Lessor, (iii) have any obligation with respect to any security deposited
under this Lease unless such security shall have been physically delivered to
such successor in interest, or (iv) be bound by any previous modification of
this Lease or by any previous payment of rent for a period greater than one (1)
month, unless such modification or prepayment shall have been expressly approved
in writing by such successor in interest.
c) Lessee shall comply with all reasonable requirements and notices of any
financial institution(s) providing funds to finance or refinance the
construction of the Property or providing funds for the permanent financing or
refinancing of the Property, respecting all matters of occupancy, use, condition
or maintenance of the Demised Premises, provided the same shall not unreasonably
interfere with the conduct of Lessee's business nor materially limit or affect
the rights of the parties under this Lease. In the event any lender reasonably
requires changes to this Lease, Lessor may submit to Lessee a written amendment
to this Lease incorporating such changes, and, provided that such changes shall
not be in material derogation or diminution of any of the rights of Lessee
hereunder, more materially increase any of the obligations or liabilities of
Lessee hereunder, Lessee hereby covenants and agrees to execute, acknowledge and
deliver such amendments to Lessor within fifteen (15) days after Lessee's
receipt thereof.
24. Condemnation: a) Lessee agrees that if the whole or a substantial part
of the Demised Premises or reasonable access thereto shall be taken or condemned
for public or quasi-public use or purpose by any competent authority, Lessee
shall have no claim against the Lessor and shall not have any right to any
portion of the amount that may be awarded as damages or paid as a result of any
such condemnation; and all right of the Lessee to damages for the unexpired
leasehold estate and leasehold improvements that are, have become, or will
become, by the terms and conditions of this Lease, the property of the Lessor,
if any, are hereby assigned by the Lessee to the Lessor; provided, however, that
Lessee shall have
32
the right to make an independent claim against the condemning authority for
relocation expenses. Upon such entire or substantial condemnation or taking, the
term of this Lease shall cease and terminate from the date of such governmental
taking or condemnation, and the Lessee shall have no claim against the Lessor
for the value of any unexpired term of this Lease. 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 or purpose, the rent shall be equitably
adjusted 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 24(a), a substantial part of the Demised Premises shall be considered to
have been taken if more than twenty-five percent (25%) of the Demised Premises
are thereafter unusable by Lessee.
b) If any part of the Building (including, without limitation, the common
areas or reasonable access) is taken by condemnation so as to render, the
remainder unsuitable for use as an office building, Lessor shall have the right
to terminate this Lease upon notice in writing to Lessee within one hundred
twenty (120) days after possession is taken by such condemnation, without any
liability to Lessee by reason of such termination. If Lessor terminates this
Lease upon a condemnation of the Building as herein provided, the Lease shall
terminate as of the day possession is taken by the condemning authority, or, at
Lessee's option, on no less than thirty (30) days prior written notice thereof
to Lessor, on the date Lessee vacates the Demised Premises, and Lessee shall pay
rent and perform all of its other obligations under this Lease up to such date
with a proportionate refund by Lessor of any rent as may have been paid in
advance for a period subsequent to such possession date.
25. Hold Over: In the event Lessee continues in possession without the
consent of Lessor after the end of the Term of this Lease or any renewal or
extension hereof, Lessee agrees to pay as monthly rental 150% of the amount
payable as rent by Lessee for the last month of the term of this lease (that is,
twice the Basic Monthly Rental as adjusted according to the provisions of
Article 4 of this Lease, and any other provisions hereof), which amount shall
become the new Basic Monthly Rental in substitution for the amount set forth in
Article 1 above, and shall be subject to the same escalation provisions as apply
to the present Basic Monthly Rental thereunder, and all other forms of
additional rent provided for under this Lease. Lessee also agrees to keep and
fulfill all of the other material covenants, conditions, and agreements hereof,
and in the case of default or breach of any of said covenants, conditions and
agreements, hereby waives its right to a thirty (30) day or any other notice to
quit; provided, however, that in the event that Lessee shall hold over after the
expiration of the term
33
hereby created, or after expiration of the 30 day notice to quit referred to
above, or after breach of any of the terms and conditions of this Lease, and if
Lessor shall desire to regain possession of the Demised Premises promptly at the
expiration of the term aforesaid, or upon expiration of said 30 day notice, or
upon such breach, then, in any of said events, Lessor, at its option, may
forthwith re-enter and take possession of the Demised Premises it being
specifically understood and agreed that, in any such event, Lessor shall be
entitled to accept monthly payments in the amount of the holder over rent
provided for in this Article 25 from Lessee for such period after such
expiration of the term, or of the 30 day notice to quit, or after such breach,
as Lessee shall remain in occupancy of the Demised Premises, which payments
shall be deemed the reasonable value of the use and occupation of the Demised
Premises for the period of Lessee's continued occupancy thereof until Lessor
regains possession, and such acceptance shall not constitute a waiver of
Lessor's right to terminate the Lease, or any hold over period thereof, and
Lessor hereby disclaims any intention to waive its right to terminate the Lease,
or any hold over period thereof, by its acceptance of such payment(s).
26. Failure to Give Possession; Lessor's Inability to Perform: a) If Lessor
is unable to give possession of the Demised Premises on the Lease Commencement
Date by reason of the holding over or retention of possession of any tenant or
occupant, or if repairs or improvements to the Demised Premises required by the
terms of this Lease to be made by Lessor are not substantially completed, or for
any other reason, Lessor shall not be subject to any liability for the failure
to give possession on said date. Under such circumstances, unless any such delay
in giving possession arises from the act or omission of Lessee, its agents,
servants, employees or contractors, the rent reserved and covenanted to be paid
herein and any rental abatement provided for herein shall not commence until the
possession of Demised Premises is given or the Demised Premises are
substantially complete, whichever is earlier, and no such failure to give
possession on the Lease Commencement Date shall in any other respect affect the
validity of this Lease or the obligations of Lessee hereunder, and the Lease
Termination Date shall be extended so as to provide for the full term of this
Lease. In such circumstances, Lessee agrees to execute an addendum to this Lease
setting forth the respective Lease Commencement Date and Lease Termination Date.
If permission is given to Lessee to enter into possession of the Demised
Premises or to occupy premises other than the Demised Premises prior to the
Lease Commencement Date, Lessee covenants and agrees that such occupancy shall
be deemed to be under all the terms, covenants, conditions and provisions of
this Lease and Lessee agrees to pay rent at the rate of 1/30th of the Basic
Monthly Rental for each day of such early occupancy. For the purposes of the
foregoing, the term
34
"substantially completed" shall mean that state of the completion of Lessor's
Work as described in Exhibit "C" attached hereto and made a part hereof which
will, except for any improvements or work to be performed by Lessee, a low
Lessee to utilize the Demised Premises for their intended purpose without
material interference to the customary business activities of Lessee by reason
of the completion of any work being performed by Lessor. Substantially
completion shall be deemed to have occurred notwithstanding that the punchlist
items remain to be performed.
b) Except as otherwise set forth in this Lease, this Lease and the
obligations of Lessee to pay rent and perform all of the provisions on the part
of Lessee to be performed hereunder shall in no way be affected, impaired, or
excused because Lessor, due to force majeure, (i) is unable to fulfill any of
its obligations under this Lease; (ii) is unable to supply or is delayed in
supplying any service expressly or impliedly to be supplied; (iii) is unable to
make or is delayed in making any repairs, replacements, additions, alterations
or decorations; or (iv) is unable to supply or is delayed in supplying any
improvements, equipment or fixtures. Lessor shall in each instance exercise
reasonable diligence to effect performance when and as soon as possible; however
Lessor shall be under no obligation to pay overtime labor rates.
27. Expenses on Behalf of Lessee: If Lessor shall incur any charge or
expense on behalf of Lessee under the terms of this Lease, such charge or
expense shall be considered additional rent hereunder, in addition to and not in
limitation of any other rights and remedies which Lessor may have in case of the
failure by Lessee to pay such sums when due, and any non-payment thereof shall
entitle Lessor to the remedies available to it hereunder for non-payment of
rent.
28. Lessee's Certificate: Lessee agrees from time to time, within three (3)
days after receipt of written request by Lessor, to execute, acknowledge and
deliver to Lessor a statement in writing certifying (i) if such be the case,
that this Lease is unmodified in full force and effect and that Lessee has not
defenses, offsets or counterclaims against its obligations to pay the Basic
Monthly Rental and additional rent and to perform its other covenants under this
Lease and that there are no uncured defaults of Lessor or Lessee under this
Lease (or, if there have been any modifications and, if there are any defenses,
offsets, counterclaims, or defaults, setting them forth in reasonable detail);
(ii) if such be the case, that Lessor's work has been completed and Lessor has
paid the costs thereof as set forth in Article 30 below; (iii) the dates to
which the Basic Monthly Rental, additional rent and other charges have been
paid; and (iv)
35
any other statement or information as may be reasonably requested by Lessor, or
by any mortgagee, purchaser, or prospective mortgagee or purchaser of the
Property or any part thereof. Any such statement delivered pursuant to this
Article may be relied upon by any mortgagee, purchaser or prospective mortgagee
or purchaser of the Property or any part thereof.
29. Sales Use or Other Taxes: If during the term of this Lease any
governmental authority having jurisdiction levies or assesses any tax on Lessor,
the Demised Premises, the Building, the Land, and/or the rents payable
hereunder, in the nature of a sales, use, occupancy or similar other tax (except
income taxes, estate or inheritance taxes of Lessor), which tax is an obligation
of Lessee and which tax was not included as an item of Base Operating Costs or
Base Real Estate Taxes, then in such event Lessee shall pay to Lessor the amount
of such tax as additional rent within ten (10) days after receipt by Lessee of
written notice from Lessor of the amount thereof. If any such tax is levied or
assessed in such manner that the amount thereof required to be paid by Lessee is
not ascertainable because the tax relates to more than the Demised Premises or
the rents payable hereunder, then in such event Lessee shall pay upon Lessor's
request a proportionate share (as determined in good faith by Lessor) of the
total tax, calculated on such pro rata share thereof as is equitable under the
circumstances, given the nature of the tax and the property interests on account
of which the tax is assessed. Any default by Lessee in payment of any tax or tax
reimbursement required hereunder shall be deemed to be a default in payment of
rent.
30. Lessor's Work: Lessor agrees to construct and complete the Demised
Premises in accordance with the plans and the specifications set out in Exhibit
"C" hereto attached, initialed by the parties and made a part hereof. Work shall
be performed in a good and workmanlike manner prior to tender of possession of
the Demised Premises to Lessee and all costs for work in excess of that
contemplated in Exhibit "C" will be at the expense of Lessee.
31. Successors and Assigns: It is agreed that all rights, remedies and
liabilities herein given to or imposed upon either of the parties hereto shall
extend to their respective heirs, executors, administrators, successors and
assigns.
32. Lessor's Liability: It is expressly agreed that the obligations of
Lessor shall only bind the party or parties from time to time owning the
Building during their respective periods of ownership thereof so that Lessor and
its successors in interest shall cease to have any liability hereunder for
causes of action arising after they respectively cease to own the Building and
give notice thereof to Lessee, and such liability shall pass to and bind
36
only the owner from time to time of the Building as landlord hereunder. Each
respective owner shall, however, be and remain liable hereunder for causes of
action arising during the period of time of each owner's ownership of the
Building up to the date of each such owner's transfer of the Building.
Notwithstanding any provision to the contrary contained herein, Lessee shall
look solely to the estate and property of Lessor in and to the Land and the
Building in the event of any claim against Lessor arising out of or in
connection with this Lease, the relationship of landlord and tenant, or Lessee's
use of the Demised Premises, and Lessee agrees that the liability of Lessor
arising out of or in connection with this Lease, the relationship of landlord
and tenant or Lessee's use of the Demised Premises, shall be limited to such
estate and property of Lessor in and to the Land and the Building. No properties
or assets of Lessor other than the estate and property of Lessor in and to the
Land and the Building and no property owned by any partner or shareholder of
Lessor shall be subject to levy, execution or other enforcement procedures for
the satisfaction of any judgment (or other judicial process) or for the
satisfaction of any other remedy of Lessee arising out of or in connection with
this Lease, the relationship of landlord and tenant or Lessee's use of the
Demised Premises.
33. Notices: All notices required or desired to be given hereunder by
either party to the other shall be given by certified or registered mail, return
receipt requested, or by overnight courier or by hand-delivery. Notices to the
respective parties shall be addressed as follows:
If to Lessor: If to Lessee:
0000 XXX XXXX XXXXXX, INC. VIDEO BROADCASTING CORPORATION
c/o West World Holding, Inc. 000 Xxxxx Xxxxxx
00 Xxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
with a copy to
Xxxxxxx Xxxx, Esq.
Tashlik, Xxxxxxxx & Xxxxxxx P.C.
000 Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxx, X.X. 00000
Either party may, by like written notice, designate a new address and/or
addresses to which such notice shall be directed. All such notices shall be
deemed given as of the date that the return receipt is signed or refused, in the
case of notices made by mail, or the date of actual delivery, in the case of
notices made by hand-delivery or by overnight courier.
37
34. Applicable Law: This Lease shall be governed by the laws of the
District of Columbia.
35. Interpretation: Feminine or neuter pronouns shall be substituted for
those of the masculine form, and the plural shall be substituted for the
singular number, in any place or places herein in which the context logically
calls for such substitution or substitutions. Lessor herein for convenience has
been referred to in neuter form. Paragraph titles contained herein are for
convenience of reference only and are not to be interpreted as limiting or in
any way affecting the substance of the paragraphs to which they apply.
36. Unenforceable Provisions: If any provision of this Lease is determined
by a court of competent jurisdiction to be unlawful or unenforceable, completely
or in any respect, then, insofar as such provision may be lawful or enforceable
in any respect or the remainder hereof not so affected, such provision or
remainder shall be and remain in full force to the extent lawful and
enforceable.
37. Brokers: Lessor and Lessee each represent and warrant to the other that
neither of them has employed or dealt with any broker, agent or finder in
carrying on the negotiations relating to this Lease other than Leggat
XxXxxx/Xxxxx & Xxxxx and Xxxx & Xxxxxx Real Estate (the "Brokers"). Lessor
agrees to pay any commission due to the Brokers pursuant to a separate written
agreement. Each party shall indemnify and hold the other harmless from and
against any claim or claims for brokerage or other commissions asserted by any
broker, agent or finder engaged by the first party or with whom such party has
dealt other than the Brokers.
38. Good Standing; Authority to Sign: Throughout the term of this Lease, if
Lessee is a corporation or limited partnership, Lessee shall remain in good
standing in the District of Columbia and, if a foreign corporation or limited
partnership, shall remain in good standing in the state of its incorporation or
formation and shall maintain a duly registered agent in the District of
Columbia. The person(s) executing this Lease on behalf of Lessee hereby
represent and warrant that such person(s) are duly authorized to execute and
deliver this Lease on behalf of Lessee.
39. Real Estate Investment Trust; Rent Adjustment. If and for so long as
Lessor shall desire to qualify for taxation as a real estate investment trust or
as a "qualified REIT subsidiary", if at any time during the term of this Lease
any portion of the rents reserved hereunder might, in the opinion of counsel to
Lessor, be held not to constitute "rents from real property" (as such term is
38
defined in Section 856(d) of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder, as amended, and as such term
may be interpreted in public and private rulings of the Internal Revenue Service
and court decisions), then, for the period of time as such may be the case: (a)
Lessee's obligation to pay for the service, material or other basis for the
portion of the rents determined not to constitute "rents from real property"
shall be suspended and such service, material or other thing shall be deemed
performed or provided without separate charge to Lessee, and (b) there shall be
added to the Basic Monthly Rental (or such portion thereof determined to
constitute "rents from real property") an amount which shall reasonably
compensate Lessor for the payment(s) suspended pursuant to subsection (a) above;
provided that nothing in this Article 39 shall increase the rents payable
hereunder over the Basic Monthly Rental and additional rent provided for herein,
as same may be adjusted in accordance with the other provisions of this Lease,
or otherwise materially adversely impact Lessee. Lessor may recompute the
adjustment provided for above from time to time, but not more frequently than at
five (5) year intervals.
40. Option to Renew. Tenant shall have the option to renew the Term of this
Lease for an additional five (5) years on the same terms and conditions as this
Lease except as modified in this Article and except that Articles 26 and 30
shall not be applicable to any renewal term. The rent for the renewal term shall
be equal to ninety (90%) percent of the then fair market rental rate for the
Demised Premises or comparable space in the Building (with a 1996 calendar year
for Base Operating Costs, Base Electricity Costs and Base Real Estate Taxes).
Such rent for the renewal term shall be as set forth by Lessor in its Rental
Notice, as hereinafter defined.
Lessee shall exercise such option by giving written notice thereof to
Lessor no later than October 16, 1995. If Lessee shall exercise such renewal
option, Lessor shall give Lessee written notice (the "Rental Notice") on or
prior to December 16, 1995, as to its proposed rental rate for the renewal term.
If Lessee shall dispute the proposed rental rate and if the parties cannot agree
upon the rental rate on or prior to February 16, 1996, then either party may
thereafter refer such dispute to arbitration in accordance with the rules of the
American Arbitration Association then prevailing. If such arbitration shall not
be concluded prior to the commencement of the renewal term, then the initial
rent for the renewal term shall be the rate proposed by Lessor in the Rental
Notice (or, if lower, such rate as Lessor shall have proposed in the
arbitration) and, if the arbitration shall result in a lower rent, Lessee shall
be entitled to a credit against the next succeeding installments of rent due
hereunder for such overpayment
39
it shall have theretofore made. If the arbitration shall result in a higher
rent, Lessee shall promptly pay to Lessor the amount of the underpayment. Upon
the determination of the matters referred in this Article, Lessor and Lessee
shall enter into an agreement to supplementary to this Lease setting forth the
applicable rent for the renewal term, but the failure to enter into any such
supplementary agreement shall not affect the exercise of Lessee's option under
this Article 40.
41. Right of First Offer: Provided Lessee is not in default hereunder and
that this Lease is in full force and effect, Lessee shall have the option on the
terms and conditions hereinafter set forth to lease the Offer Space (hereinafter
defined). For purposes of this Article 41, an "Offer Space" means any space on
the fifth (5th) floor of the Building other than the Demised Premises.
(a) If, during the Term, Lessor intends to enter into a serious negotiation
with a prospective lessee to lease an Offer Space, then Lessor shall notify
Lessee, in writing (the "Offer Notice"), if any of the fact of such
negotiations, the Rentable Area and location of such Offer Space proposed to be
leased and the terms and conditions, including rent, Lessor contribution to
tenant improvements and rental abatement, if any, under which Lessor is willing
to lease such Offer Space. Lessee shall, within fifteen (15) consecutive days
thereafter, by written notice given to Lessor, elect to exercise its option to
lease, on the commencement date determined by Lessor (the "Offer Space
Commencement Date"), the Offer Space identified in the Offer Notice on the terms
set forth therein.
(b) If Lessee has validly exercised its option pursuant to this Article 41,
then effective as of the Offer Space Commencement Date, provided that Lessee is
not in default under this Lease, such Offer Space shall be included in the
Demised Premises, subject to all the agreements, terms and conditions of this
Lease with the following exceptions:
(i) the rentable area of the Demised Premises shall be increased by
the rentable area of such Offer Space which Lessee has elected to lease pursuant
to this Article 41;
(ii) the term of the demise covering such Offer Space shall commence on
the Offer Space Commencement Date and shall expire concurrently with the Term of
this Lease;
(iii) Lessee's proportionate shares of Real Estate Taxes, Operating
Costs and Electricity Costs shall be adjusted as appropriate with respect to the
increased Rentable area of the Demised Premises;
40
(iv) the rent for the Offer Space shall be the amount set forth in the
Offer Notice;
(v) Lessor shall contribute towards the cost of initial improvements
of such Offer Space an allowance, if any, as set forth in the Offer Notice; and
(vi) the rent for the Offer Space shall xxxxx for the period, if any,
as set forth in the Offer Notice.
(c) If Lessee does not timely exercise its option to lease the Offer Space,
as set forth in the Offer Notice, Lessor may subsequently enter into a lease of
such Offer Space with any lessee on any terms Lessor finds acceptable, and
Lessee shall have no further right of first offer to lease such Offer Space
under the terms and conditions of this Article 41.
42. Lessee's Federal Taxpayer Identification Number: Lessee represents that
Lessee's Federal Taxpayer Identification Number is 00-0000000.
43. Entire Agreement: This Lease contains the entire agreement of the
parties concerning the Demised Premises and the leasing thereof, and they shall
not be bound by any terms, statements, conditions or representations, verbal or
written, not herein contained. No change, waiver or modification of the terms
hereof shall be binding unless in writing and signed by the party against whom
such change, waiver or modification is sought to be enforced. All exhibits
referred to herein are expressly incorporated herein and made a part of this
Lease.
41
IN WITNESS WHEREOF, Lessor has caused this Lease to be signed in its
corporate name and on its behalf by Xxxxxxx Xxxxxxxx, its President, and its
corporate seal to be duly affixed hereto and attested by Xxxxxx Xxxxxxx-Xxxx,
its Secretary, as of the day and year first above written.
LESSOR:
Attest: 0000 XXX XXXX XXXXXX, INC.
/s/ Xxxxxx Xxxxxxx-Xxxx By: /s/ Xxxxxxx Xxxxxxxx
----------------------------- -----------------------------------
Name: Xxxxxx Xxxxxxx-Xxxx Name: Xxxxxxx Xxxxxxxx
Title: Secretary Title: President
IN WITNESS WHEREOF, Lessee has hereunto set its hand and seal (or, if a
corporate entity, Lessee has caused this Lease to be signed in its corporate
name and on its behalf by X. Xxxxxxxxx, its President and its corporate seal to
be duly affixed hereto and attested by J. Xxxxxx XxXxxxxxx, its Executive Vice
President as of the day and year first above written.
LESSEE:
Witness or Attest: VIDEO BROADCASTING CORPORATION
(SEAL, if corporation)
/s/ J. Xxxxxx XxXxxxxxx /s/ Xxxxxxxx Xxxxxxxxx (Seal)
----------------------------- --------------------------------------
Name: J. Xxxxxx XxXxxxxxx Name: Xxxxxxxx Xxxxxxxxx
Title: EVP Title: President
42
EXHIBIT A
Diagram of Fifth Floor Plan
EXHIBIT B
RULES AND REGULATIONS
Reference is made to a certain Agreement of Lease dated September 7, 1990
(the "Lease"), to which these Rules and Regulations are attached. Definitions of
terms are set forth in the Lease.
The following rules and regulations have been formulated for the safety and
well being of all lessees of the Building and to ensure compliance with all
municipal and other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every lessee will enjoy a
safe and unannoyed occupancy in the Building in accordance with the Lease. Any
continuing violation of these rules and regulations by a lessee, after notice
from Lessor, shall be deemed to be a default under the Lease.
Lessor may, upon request by any lessee, waive the compliance by such lessee
with any of these rules and regulations, provided that (i) no waiver shall be
effective unless signed by Lessor or Lessor's authorized agent, (ii) any such
waiver shall not relieve such lessee from the obligation to comply with such
rule and regulation in the future unless expressly consented to by Lessor (iii)
no waiver granted to any lessee shall relieve any other lessee from the
obligation of complying with the rules and regulations unless such other lessee
has received a similar waiver in writing from Lessor and (iv) any such waiver by
Lessor shall not relieve a lessee from any obligation or liability of a lessee
to Lessor pursuant to the Lease for any loss or damage occasioned as a result of
a lessee's failure to comply with any such rule or regulation.
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, halls or other parts of the Building not occupied by any
lessee shall not be obstructed or encumbered by any lessee or used for any
purposes other than ingress and egress to and from the Demised Premises, and if
the Demised Premises are situated on the ground floor of the Building, the
lessee thereof shall, at said lessee's own expense, keep the sidewalks and curbs
directly in front of the Demised Premises clean and free from ice and snow.
Lessor shall have the right to control and operate the public portions of the
Building and the facilities furnished for common use of the lessees in such
manner as Lessor deems best for the benefit of the lessees generally. Under no
circumstance shall any lessee use any public portion of the Building for
storage. No lessee shall permit the visit to the Demised Premises of persons in
such numbers or under such conditions as to interfere with the use and enjoyment
by other
lessees of the entrances, corridors and other public portions or facilities of
the Building.
2. No awnings or other projections shall be attached to any wall of the
Building without the prior written consent of Lessor. No drapes, blinds, shades
or screens shall be attached to or hung in, or used in connection with, any
window or door of the Demised Premises without prior written consent of Lessor.
Such awnings, projections, curtains, blinds, shades, screens or other fixtures
must be of a quality, type, design and color, and attached in the manner,
approved by Lessor.
3. No showcases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls, corridors or
vestibules without the prior written consent of Lesser.
4. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, chemicals, paints, cleaning fluids or other substances
shall be thrown therein. All damages resulting from misuse of the fixtures shall
be borne by the lessee who, or whose servants, employees, agents, visitors or
licensees, shall have caused the same.
5. There shall be no marking, painting, drilling into or in any way
defacing the Building or any part of the Demised Premises visible from public
areas of the Building. No lessee shall conduct, maintain, use or operate within
the Demised Premises any electrical device, wiring or apparatus in connection
with a loud speaker or other sound system, except as reasonably required for its
communication system and approved prior to the installation thereof by Lessor.
No such loudspeaker or sound system shall be constructed, maintained, used or
operated outside of the Demised Premises.
6. No bicycles, vehicles or animals, birds or pets of any kind shall be
brought into or kept in or about the Demised Premises, and no cooking (except
for hot plates or microwave cooking by a lessee's employees for their own
consumption, the equipment for and location of which are first approved by
Lessor) shall be done or permitted by any lessee on the Demised Premises. No
lessee shall cause or permit any unusual or objectionable odors to be produced
upon or permeate from the Demised Premises.
7. No space in the Building shall be used for manufacturing of goods for
sale in the ordinary course of business, for the storage of merchandise for sale
in the ordinary course of business, or for the sale at auction of merchandise,
goods or property of any kind. Furthermore, the use of the Demised Premises by
each lessee was approved by Lessor prior to execution of the Lease and such use
may not be changed without the prior approval of Lessor.
8. No lessee shall make any unseemly or disturbing noises or
disturb or interfere with occupants of the Building or neighboring buildings or
those having business with them by the use of any musical instrument, radio,
talking machine, unmusical noise, whistling, singing or in any other way. No
lessee shall throw anything out of the doors or windows or down the corridors or
stairs.
9. No flammable, combustible or explosive fluid, chemical, asbestos or
other hazardous substance or any other material harmful to lessees of the
Building shall be brought, installed in or kept upon the Demised Premises. No
space heaters, fans or individual air conditioning units may be used in the
Demised Premises. Any electrical or extension cords deemed to be a fire hazard
by Lessor in Lessor's sole discretion shall be removed.
10. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any lessee, nor shall any changes be made in existing
locks or the mechanism thereof. The doors leading to the corridors or main halls
shall be kept closed during business hours except as they may be used for
ingress or egress. Each lessee shall, upon the termination of his tenancy,
restore to the Lessor all keys of stores, offices, storage and toilet rooms
either furnished to, or otherwise procured by, such lessee, and in the event of
the loss of any keys so furnished, such lessee shall pay to Lessor the cost
thereof.
11. Lessor reserves the right to inspect all freight to be brought into the
Building and to exclude from the Building all freight which violates any of
these rules and regulations or the Lease. The hours in which deliveries may be
made to the Building shall be as set forth in Lessor's operating procedures
published from time to time.
12. No lessee shall pay any employees on the Demised Premises except those
actually working for such tenant in the Demised Premises.
13. Lessor reserves the right to exclude from the Building at all times any
person who is not known or does not properly identify himself to the Building
management, security guard on duty or security system monitor. Lessor may, at
its option, require all persons admitted to or leaving the Building between the
hours of 8:00 p.m. and 8:00 a.m., Monday through Friday, and at any hour
Saturdays, Sundays and legal holidays, to register. Each lessee shall be
responsible for all persons for whom he authorizes entry into or exit out of the
Building and shall be liable to Lessor for all acts or omissions of such
persons.
14. The Demised Premises shall not, at any time, be used for lodging or
sleeping or for any immoral or illegal purpose.
15. Each lessee, before closing and leaving the Demised Premises at any
time, shall see that all windows are closed and all lights turned off.
of the Building, including without limitation an antenna, without Lessor's prior
written consent.
26. All moving of equipment, furniture or bulky matter into or out of the
Building must take place only during the hours determined by Lessor or Lessor's
agent. Each lessee shall use only the designated freight elevator and the
freight entrance only for moving all of such items. No freight of any kind may
be moved without notice to and prior written approval of Lessor.
27. If the Building or any part thereof, including the Demised Premises,
becomes infested with vermin as a result of a lessee's action or neglect, such
lessee shall reimburse Lessor for any resulting extermination expenses.
28. The lessee named in the Lease shall be entitled to a minimum of 3
spaces on the Building directory. In the event Lessor shall permit additional
directory listings, Lessor reserves the right to restrict such use of the
directory at any time to the minimum number set forth herein.
EXHIBIT C
1. Lessor agrees to pay the expense of space planning, costs of
architectural drawings, plans and specifications for Lessee's partition layout,
reflected ceiling and other installations, as well as costs associated with all
District of Columbia permits in connection with Lessor's Work, defined below.
2. The below listed items includes all work which is provided by and at
the expense of the Lessor ("Lessor's Work"). All materials and appliances shall
be Building Standard unless otherwise specified. Lessor reserves the right to
substitute appliances which are substantially equal to those specified herein if
any of those specified are not available. Lessee shall select paint and carpet
colors from Lessor's Building Standard color charts within five (5) days after
the execution and delivery of this Lease.
a. All necessary demolition to include partition, ceiling grid tile
related to demising walls, windows, plumbing, flooring, doors and
electrical.
b. Drywall work as shown in attached floor plan layout to include door
to ceiling partitions; demise existing partitions to the deck by
construction above existing ceiling; cut and frame existing drywall for
cased openings, doors and sidelite; patch at door and window removal;
insulate the interior partition of corner office (shown lower right);
perform incidental patching.
c. Complete the proper patching of acoustical tile and grid which will
be disturbed by demolition and the new demising walls.
d. Relocate and provide, where needed, doors as indicated on attached
plan.
e. Relocate one large interior window with new wood frame; install
shelving in the storage room; install new countertop in room #511; install
countertop with 18" base, cabinet, 24" sink base, W1830 & W2430 Merilat
cabinets; install a closet pole and shelf; install wood frame for sidelite
at conference room door.
f. Install new safety glass at conference room sidelite.
g. Install commercial, building standard carpet and pad
from selections given Lessee. Install vinyl base throughout except in
pantry which will have VCT to attempt to match that which is in the 12th
floor pantry.
h. Paint all drywall, doors, poles and shelves, window frames and
convectors within the Demised Premises; suite entry door will have letters
removed, sanded and stained. New corporate letters will be installed to
Lessees wording and to Building Standard specifications.
i. Install a fire damper in the new demising wall.
j. Install new pantry sink, faucet, disposal and General Electric
dishwater #GSD580.
k. Relocate two sprinkler heads.
l. Provide disposal connection, ground fault outlet, two dedicated
outlets, twenty two regular outlets, ten switches, power to existing 2' x
4' fixtures, twenty eight telephone outlets with ring and string, and a
maximum of four new 2' x 4' light fixtures.
m. Install one 20 pound ABC fire extinguisher under counter, General
Electric undercounter refrigerator #TA6SL and General Electric microwave
oven wall kit #JVM140.
x. Xxxxxx will provide the Building Standard heating and cooling
system with required duct-work and thermostats. Said system shall be
capable of maintaining (with tolerances) normal cooling and heating
conditions in similar first-class office buildings in Washington, D.C.
o. Lessor will provide thin line horizontal venetian blinds for all
windows within the Demised Premises.
p. Exit lights and smoke detectors, per Washington, D.C. fire code
will be provided.
q. In addition to Building Standard HVAC system, Lessor will provide
and install one used spot cooling unit in working order, capable of cooling
the large work room. Said cooling unit shall become the property of Lessee
and Lessee shall be responsible, and shall pay, for any maintenance, repair
or replacement of said unit.
r. Test and balance HVAC system prior to Lessee's occupancy of the
Demised Premises.
