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EXHIBIT 10.12
SEVENTH AMENDMENT TO LEASE
THIS SEVENTH AMENDMENT (the "Agreement") is made and entered into this 17 day of
December, 1996 by and between TYSONS CORNER LIMITED PARTNERSHIP ("Landlord") and
DELTEK SYSTEMS, INC. ("Tenant").
WHEREAS, Landlord and Tenant have previously entered into a Lease Agreement
dated November 12, 1991, (the "Initial Lease") as amended by the First Amendment
to Lease dated July 31, 1992, as amended by the Second Amendment to Lease dated
July 1, 1994, as amended by the Third Amendment to Lease dated September 30,
1994, as amended by the Fourth Amendment to Lease dated October 18, 1994, as
amended by the Fifth Amendment to Lease dated June 30, 1995, and as further
amended by the Sixth Amendment to Lease dated August 2, 1996 (collectively, the
"Lease") for the use and occupancy of certain premises by Tenant commonly known
as Suites 210, 220, 250, 300, 410, 430, 440, 600, 710, 750, 760 and 790,
consisting of a total of approximately of 54,377 rentable square feet
(collectively, the "Demised Premises") in the building located at 0000
Xxxxxxxxxx Xxxxx in McLean, Virginia (the "Building").
WHEREAS Landlord and Tenant do hereby intend to amend and modify the Lease as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Consolidation of Leases. Effective as of the Extended Term Commencement
Date (as defined hereinafter) that certain Lease Agreement dated November
11, 1992, as amended by the First Amendment to Lease dated June 30, 1995,
for the occupancy of Suite 420 in the Building, consisting of
approximately 5,952 rentable square feet, as shown on the area indicated
on Exhibit "A" attached hereto, and made a part hereof, shall be
terminated and of no further force or effect, and Suite 420 shall be added
to the "Demised Premises" as defined hereinabove, and Tenant shall
continue to occupy Suite 420 in accordance with the terms of the Lease.
Therefore, effective as of the Extended Term Commencement Date, the
Demised Premises shall consist of approximately 60,329 rentable square
feet. Further, effective as of the Extended Term Commencement Date, the
Amendments and the Lease Rider attached to the Initial Lease shall be
deleted in their entirety and shall be of no further force or effect.
2. Extended Term. The Term of the Lease shall be modified and extended
commencing on April 1, 1997 (the "Extended Term Commencement Date") and
terminating on March 31, 2002 (the "Extended Term").
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3. Rental. Effective as of the Extended Term Commencement, the total Basic
Rental for the Demised Premises during the Extended Term shall be
increased to $6,380,332.80, such amount to be payable in advance, in
accordance with the provisions of the Lease, in monthly installments as
follows:
Lease Period Monthly Basic Rental
------------ --------------------
April 1, 1997-March 31, 1998 $100,648.87
April 1, 1998-March 31, 1999 $103,416.71
April 1, 1999-March 31, 2000 $106,260.66
April 1, 2000-March 31, 2001 $109,182.82
April 1, 2001-March 31, 2002 $112,185.34
Further, effective as of the Extended Term Commencement Date, Article 2.1
(a) of the Initial Lease shall be deleted in its entirety, and Article
2.2(c)(ii) shall be deleted, and in lieu thereof, the following shall be
inserted:
"the greater of (1) $7.85 per net rentable square foot of space in
the Building per year and (2) Annual Operating Costs incurred in
1997 on a net rentable square footage basis for the Building." and
the following shall be added following Article 2.2(c)(ii) as
amended: "Effective as of January 1, 1999, Tenant shall pay to
Landlord as Additional Rent, calculated on the basis of the square
footage of the Demised Premises, the Amount of Annual Operating
Costs incurred in 1998 on a square footage basis for the Building."
The calculation of Tenant's Annual Operating Costs shall at all times be
based upon the total square footage of the Demised Premises, as same shall
change throughout the Extended Term, as such term may be extended,
modified or renewed.
4. Tenant Improvements. Landlord agrees to contribute One Hundred Eighty-Six
Thousand Dollars ($186,000.00) (the "Tenant Allowance") towards the cost
of constructing certain tenant improvements (the "Tenant Improvements")
for the Demised Premises in accordance with one or more space plans (the
"Plans") to be approved by both Landlord and Tenant subject to the
limitations set forth hereinafter in this Article 4. It is understood and
agreed that Landlord's contractors shall perform the work in connection
with the Tenant Improvements. If the cost to construct the Tenant
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Improvements pursuant to the Plans exceeds the Tenant Allowance, then
within ten (10) days of Tenant's receipt of an invoice from Landlord,
Tenant shall pay Landlord, as additional rent, by certified or cashier's
check, an amount equal to the difference between the cost to construct the
Tenant Improvements and the Tenant Allowance. Tenant agrees it shall not
make any changes to the Plans without obtaining the prior written consent
of Landlord. In the event Tenant shall make changes to the Plans that are
approved by Landlord and which result in an additional cost to Landlord of
completing the Tenant Improvements in excess of the Tenant Allowance,
Tenant shall pay to Landlord prior to construction of such changes, as
additional rent, any increase in the cost of completing the Tenant
Improvements in excess of the Tenant Allowance resulting from such changes
in the Plans.
In the event Tenant, its employees or agents, causes any delays or is
otherwise responsible, in whole or in part, for any additional costs in
excess of the Tenant Allowance incurred by Landlord in constructing the
Tenant Improvements (other than additional costs arising due to changes to
the Plans as described above), Tenant shall pay to Landlord within ten
(10) business days of receipt of written notice from Landlord, as
additional rent, any such additional costs in excess of the Tenant
Allowance incurred by Landlord. Tenant's failure to timely pay any such
amounts to be paid by Tenant as set forth in this Article, at the time and
in the manner set forth in this Article, shall be an event of default.
Landlord shall provide $55,000.00 of the Tenant Allowance upon the full
execution of this Agreement, for Tenant Improvements to be made to the
Demised Premises in accordance with the provisions set forth above. The
remaining $131,000.00 of the Tenant Allowance shall be made available to
Tenant (i) in full, in the event that Tenant shall not exercise its early
termination right set forth in Article 7 of this Agreement and (ii) in the
event Tenant does exercise such early termination right, in the amount of
$3,639.00 for each month of the then-remaining Lease Term that Tenant has
elected to occupy the Demised Premises beyond April 1, 1999.
Landlord shall apply the remaining tenant allowance from the First
Amendment to Lease in the amount of $11,904.00, as well as the remaining
tenant allowance from the Fifth Amendment to Lease in the amount of
$64,584.00, (such amounts to be calculated and modified, if necessary, to
reflect the actual amounts remaining from such tenant allowances, as of
the effective date of this Agreement), to the excess tenant improvement
costs previously incurred but
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remaining unpaid by Tenant pursuant to the tenant improvement
specifications outlined in the Sixth Amendment to Lease.
5. Suite 780 Expansion Space.
A. Effective upon the earlier to occur of (i) Tenant's occupancy of
Suite 780 and (ii) the substantial completion of the Suite 780 Tenant
Improvements (as defined hereinafter) (the "Suite 780 Commencement Date")
(which is currently estimated as September 1, 1997), Suite 780, comprising
approximately 3,638 rentable square feet in the Building, on the area
indicated on the site plan as shown on Exhibit B, which is attached hereto
and incorporated herein, shall be added to the Demised Premises so that as
of the Suite 780 Commencement Date, the Demised Premises shall consist of
approximately 63,967 rentable square feet. For purposes of this Agreement,
"substantial completion" shall mean the date upon which the Suite 780
Tenant Improvements to be constructed by Landlord shall be completed
subject only to the completion of minor or insignificant details of finish
construction, decoration or mechanical adjustments which do not materially
interfere with Tenant's conduct of business. Tenant's occupancy of Suite
780 shall be subject to all of the general terms and conditions contained
in the Lease, as amended hereby.
B. Rental. Effective as of the Suite 780 Commencement Date, the
Basic Rental for the Demised Premises, including Suite 780 shall be
payable in advance, in accordance with the provisions of the Lease, in
equal monthly installments as follows:
Lease Period Monthly Basic Rental
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Suite 780 Commencement Date $106,718.27
- Mar. 31, 1998
April 1, 1998 - March 31, 1999 $109,653.02
April 1, 1999 - March 31, 2000 $112,668.47
April 1, 2000 - March 31, 2001 $115,766.85
April 1, 2001 - March 31, 2002 $118,950.43
C. Tenant Improvements. Landlord agrees to contribute $0.20 per
rentable square foot of Suite 780 for each month then remaining in the
Term of the Lease as of the Suite 780 Commencement Date (the "Suite 780
Tenant Allowance") towards the cost of constructing certain tenant
improvements (the "Suite 780 Tenant Improvements") for Suite
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780 in accordance with the space plan (the "Suite 780 Plan") to be
approved by both Landlord and Tenant within thirty (30) days following
Landlord's notice to Tenant of its intended date of delivery of Suite 780.
It is understood and agreed that Landlord's contractors shall perform the
work in connection with the Suite 780 Tenant Improvements. If the cost to
construct the Suite 780 Tenant Improvements pursuant to the Suite 780 Plan
exceeds the Suite 780 Tenant Allowance, then within ten (10) days of
Tenant's receipt of an invoice from Landlord, Tenant shall pay Landlord,
as additional rent, by certified or cashier's check, an amount equal to
the difference between the cost to construct the Suite 780 Tenant
Improvements and the Suite 780 Tenant Allowance. Tenant agrees it shall
not make any changes to the Suite 780 Plan without obtaining the prior
written consent of Landlord. In the event Tenant shall make changes to the
Suite 780 Plan that are approved by Landlord and which result in an
additional cost to Landlord of completing the Suite 780 Tenant
Improvements in excess of the Suite 780 Tenant Allowance, Tenant shall pay
to Landlord prior to construction of such changes, as additional rent, any
increase in the cost of completing the Suite 780 Tenant Improvements in
excess of the Suite 780 Tenant Allowance resulting from such changes in
the Suite 780 Plan.
In the event Tenant, its employees or agents, causes any delays or is
otherwise responsible, in whole or in part, for any additional costs in
excess of the Suite 780 Tenant Allowance incurred by Landlord in
constructing the Suite 780 Tenant Improvements (other than additional
costs arising due to changes to the Suite 780 Plan as described above),
Tenant shall pay to Landlord within ten (10) business days of receipt of
written notice from Landlord, as additional rent, any such additional
costs in excess of the Suite 780 Tenant Allowance incurred by Landlord.
Tenant's failure to timely pay any such amounts to be paid by Tenant as
set forth in this Article, at the time and in the manner set forth in this
Article, shall be an event of default. All claims for damages arising out
of any delay in connection with the delivery of Suite 780 to Tenant are
hereby waived and released by Tenant.
6. Expansion Space. Tenant shall occupy additional space in the Building,
which space shall either be Suite 700 or Suite 601, notice of which shall
be given in writing by Landlord to Tenant, the occupancy of such
additional space in accordance with the following provisions under either
Option A or Option B:
Option A. Suite 700.
1. Occupancy. Tenant shall occupy Suite 700 in the
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Building, consisting of approximately 9,296 rentable square feet, on
the area indicated on Exhibit "C" which is attached hereto and
incorporated herein, as of the date that is the earlier to occur of
(i) Tenant's occupancy of Suite 700 and (ii) the substantial
completion of the Suite 700 Tenant Improvements (the "Suite 700
Commencement Date"). As of the Suite 700 Commencement Date, the
Demised Premises shall consist of approximately 73,263 rentable
square feet of space. Tenant's occupancy of Suite 700 shall be
subject to all of the terms and conditions contained in the Lease.
2. Rental. Effective as of the Suite 700 Commencement Date, the Basic
Rental for the Demised Premises, including Suite 700, shall be
payable in advance in accordance with the provisions of the Lease,
in equal monthly installments as follows:
Lease Period Monthly Basic Rental
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Suite 700 Commencement $125,584.99
Date - March 31, 1999
April 1, 1999 - March 31, 2000 $129,038.57
April 1, 2000 - March 31, 2001 $132,587.13
April 1, 2001 - March 31, 2002 $136,233.27
3. Tenant Improvements. Landlord agrees to contribute $0.20 per
rentable square foot of Suite 700 for each month then remaining in
the Term of the Lease as of the Suite 700 Commencement Date (the
"Suite 700 Tenant Allowance") towards the cost of constructing
certain tenant improvements (the "Suite 700 Tenant Improvements")
for Suite 700 in accordance with the space plan (the "Suite 700
Plan") to be approved by both Landlord and Tenant within thirty (30)
days following Landlord's notice which shall not occur prior to
February 1, 1998, to Tenant of its intended delivery date of Suite
700. It is understood and agreed that Landlord's contractors shall
perform the work in connection with the Suite 700 Tenant
Improvements. If the cost to construct the Suite 700 Tenant
Improvements pursuant to the Suite 700 Plan exceeds the Suite 700
Tenant Allowance, then within ten (10) days of Tenant's receipt of
an invoice from Landlord, Tenant shall pay Landlord, as additional
rent, by certified or cashier's check, an amount equal to the
difference between the cost to construct the Suite 700 Tenant
Improvements and the Suite 700 Tenant Allowance. Tenant agrees it
shall
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not make any changes to the Suite 700 Plan without obtaining the
prior written consent of Landlord. In the event Tenant shall make
changes to the Suite 700 Plan that are approved by Landlord and
which result in an additional cost to Landlord of completing the
Suite 700 Tenant Improvements in excess of the Suite 700 Tenant
Allowance, Tenant shall pay to Landlord prior to construction of
such changes, as additional rent, any increase in the cost of
completing the Suite 700 Tenant Improvements in excess of the Suite
700 Tenant Allowance resulting from such changes in the Suite 700
Plan.
In the event Tenant, its employees or agents, causes any delays or
is otherwise responsible, in whole or in part, for any additional
costs in excess of the Suite 700 Tenant Allowance incurred by
Landlord in constructing the Suite 700 Tenant Improvements (other
than additional costs arising due to changes to the Suite 700 Plan
as described above), Tenant shall pay to Landlord within ten (10)
business days of receipt of written notice from Landlord, as
additional rent, any such additional costs in excess of the Suite
700 Tenant Allowance incurred by Landlord. Tenant's failure to
timely pay any such amounts to be paid by Tenant as set forth in
this Article, at the time and in the manner set forth in this
Article, shall be an event of default. All claims for damages
arising out of any delay in connection with the delivery of Suite
700 to Tenant are hereby waived and released by Tenant.
Option B. Suite 601.
1. Occupancy. a. Suite 601. Tenant shall occupy Suite 601 in the
Building, consisting of approximately 11,927 rentable square feet of
space, on the area indicated on Exhibit "D", which is attached
hereto and incorporated herein, as of the date that is the earlier
to occur of (i) Tenant's occupancy of Suite 601 and (ii) the
substantial completion of the Suite 601 Tenant Improvements (as
defined hereinafter) (the "Suite 601 Commencement Date"). As of the
Suite 601 Commencement Date, the Demised Premises shall consist of
approximately 75,894 rentable square feet of space (as same may be
amended, as set forth hereinafter). Tenant's occupancy of Suite 601
shall be subject to all of the terms and conditions contained in the
Lease, as amended hereby.
b. Suite 605. Additionally, at the election of Landlord,
exercised in its sole and absolute discretion, Tenant shall also
occupy Suite 605 in the
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Building, consisting of approximately 1,974 rentable square feet of
space, on the area indicated on Exhibit D. In the event that
Landlord elects that Tenant shall occupy Suite 605, Landlord shall,
in its sole discretion, require Tenant to occupy Suite 605 on either
(i) the Suite 601 Commencement Date or (ii) the date following the
natural expiration of the lease of the existing tenant currently
occupying Suite 605 (the "605 Lease"). In the event that Landlord
elects that Tenant shall occupy Suite 605, the Demised Premises
shall consist of approximately 77,868 rentable square feet of space
as of the commencement date of Tenant's occupancy of Suite 605.
Tenant shall occupy Suite 605 in accordance with the terms and
provisions of the Lease, as amended hereby.
2. Rental. Effective as of the Suite 601 Commencement
Date, the Basic Rental for the Demised Premises shall
be payable in advance in accordance with the provisions
of the Lease in monthly installments as follows:
(i) In the event that Landlord elects that Tenant shall occupy Suite
605 on the Suite 601 Commencement Date (i.e. based on 77,868
rentable square feet of space):
Lease Period Monthly Basic Rental
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Suite 601 Commencement
Date - March 31, 1998 $129,909.77
April 1, 1998 - March 31, 1999 $133,482.28
April 1, 1999 - March 31, 2000 $137,153.04
April 1, 2000 - March 31, 2001 $140,924.74
April 1, 2001 - March 31, 2002 $144,800.17
(ii) In the event that Landlord elects that Tenant shall occupy
Suite 605 following the natural expiration of the 605 Lease (i.e.
initially based on rentable square footage of 75,894, with an
increase on October 1, 1999 (as such date may be modified to reflect
the date of completion of the tenant improvements in Suite 605) to
77,868 rentable square feet):
Lease Period Monthly Basic Rental
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Suite 601 Commencement
Date - March 31, 1998 $126,616.48
April 1, 1998 - March 31, 1999 $130,098.43
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April 1, 1999 - September 30, 1999 $133,676.13
October 1, 1999 - March 31, 2000 $137,151.50
April 1, 2000 - March 31, 2001 $140,923.16
April 1, 2001 - March 31, 2002 $144,798.54
(iii) In the event Landlord does not elect to require Tenant to
occupy Suite 605 at any time during the Term of the Lease (i.e.
based on 75,894 rentable square feet of space):
Lease Period Monthly Basic Rental
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Suite 601 Commencement
Date - March 31, 1998 $126,616.48
April 1, 1998 - March 31, 1999 $130,098.43
April 1, 1999 - March 31, 2000 $133,676.13
April 1, 2000 - March 31, 2001 $137,352.22
April 1, 2001 - March 31, 2002 $141,129.40
3. Tenant Improvements. Landlord agrees to contribute $0.30 per
rentable square foot of Suite 601 (as well as $0.30 per rentable
square foot of Suite 605, if and when Landlord elects that Tenant
shall occupy Suite 605) for each month then remaining in the Term of
the Lease as of the Suite 601 Commencement Date as to Suite 601, and
as to the commencement date for Suite 605 as set forth hereinabove,
as the tenant allowance for Suite 605 (the "Sixth Floor Tenant
Allowance") towards the cost of constructing certain tenant
improvements (the "Sixth Floor Tenant Improvements") in accordance
with the space plan (the "Sixth Floor Plan") to be approved by both
Landlord and Tenant within thirty (30) days following Landlord's
notice, which shall not occur prior to Oct. 1, 1997, to Tenant of
its intended delivery of Suite 601 and Suite 605, respectively (as
applicable in the case of Suite 605). It is understood and agreed
that Landlord's contractors shall perform the work in connection
with the Sixth Floor Tenant Improvements. If the cost to construct
the Sixth Floor Tenant Improvements pursuant to the Sixth Floor
Plans exceeds the Sixth Floor Tenant Allowance, then within ten (10)
days of Tenant's receipt of an invoice from Landlord, Tenant shall
pay Landlord, as additional rent, by certified or cashier's check,
an amount equal to the difference between the cost to construct the
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Sixth Floor Tenant Improvements and the Sixth Floor Tenant
Allowance. Tenant agrees it shall not make any changes to the Sixth
Floor Plans without obtaining the prior written consent of Landlord.
In the event Tenant shall make changes to the Sixth Floor Plans that
are approved by Landlord and which result in an additional cost to
Landlord of completing the Sixth Floor Tenant Improvements in excess
of the Sixth Floor Tenant Allowance, Tenant shall pay to Landlord
prior to construction of such changes, as additional rent, any
increase in the cost of completing the Sixth Floor Tenant
Improvements in excess of the Sixth Floor Tenant Allowance resulting
from such changes in the Sixth Floor Plans.
In the event Tenant, its employees or agents, causes any delays or
is otherwise responsible, in whole or in part, for any additional
costs in excess of the Sixth Floor Tenant Allowance incurred by
Landlord in constructing the Sixth Floor Tenant Improvements (other
than additional costs arising due to changes to the Sixth Floor
Plans as described above), Tenant shall pay to Landlord within ten
(10) business days of receipt of written notice from Landlord, as
additional rent, any such additional costs incurred by Landlord.
Tenant's failure to timely pay any such amounts to be paid by Tenant
as set forth in this Article, at the time and in the manner set
forth herein, shall be an event of default. All claims for damages
arising out of any delay in connection with the delivery of either
Suite 601 or Suite 605 are hereby waived and released by Tenant.
4. Rent Modifications.
a. Rental Abatement. Notwithstanding the foregoing to the
contrary, in the event that Landlord elects that Tenant shall occupy
Suite 605, no Basic Rental due for Suite 605 shall be paid by Tenant
for the first six (6) months of Tenant's occupancy of Suite 605, and
any such Basic Rental due for said period shall xxxxx (the "605
Rental Abatement"). Further, Basic Rental in the amount of $26,636
due for Suite 601 shall be abated commencing on the Suite 601
Commencement Date, as same becomes due under the terms of the Lease,
as amended hereby, until such amount is extinguished (the "601
Rental Abatement", the 605 Rental Abatement and the 601 Rental
Abatement referred to collectively as the "Rental Abatement"). The
Rental Abatement is for Basic Rental only and does not affect
Tenant's obligation to pay additional rent or other sums otherwise
due and payable under the terms of the
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Lease during the period of the Rental Abatement. In the event that
Tenant defaults under the terms of the Lease, which default is not
timely cured, Tenant shall promptly pay to Landlord, in addition to
any and all other charges or damages for which Landlord is entitled
to recover, the Basic Rental for the Rental Abatement period.
b. Rental Credit. In the event that Suite 605 is not delivered
to Tenant on the Suite 601 Commencement Date, Landlord shall grant
Tenant a rent credit in the amount of $30,000, to be used against
Basic Rental payable by Tenant for Suite 601, as same becomes due,
until such rent credit is extinguished.
7. Early Termination. As long as the Lease is in full force and effect and
Tenant:
(i) is occupying and doing business from the Demised Premises at the
time the election described in this Section is exercised; and
(ii) is not in default under the Lease either at the time of the
election described in this Section or at the time of the effective
date thereof; and
(iii) has maintained a history of payments within the applicable
grace period, if any, provided under the Lease; and
(iv) Landlord is unable to deliver Suite 700 ready for construction
on or prior to March 31, 1998 due to the tenant currently occupying
Suite 700 exercising its renewal option under its existing lease
with Landlord; and
(v) Landlord is unable to deliver Suite 601 ready for construction
on or prior to March 31, 1998 due to the tenant currently occupying
Suite 601 exercising its renewal option under its existing lease
with Landlord, then
Tenant shall have the right to cancel the Lease, as it applies to all of
the Demised Premises except that space occupied by Tenant in connection
with the provisions of Article 8 of this Agreement, by giving Landlord
prior written notice of its intention to cancel, such notice to be
delivered to Landlord on or prior to April 30, 1998. To be effective, such
notice must be sent to Landlord by a nationally recognized overnight
courier or by registered or certified mail, return receipt requested. The
effective date of the termination shall occur on the date specified by
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Tenant in its notice to Landlord, such date to be no earlier than December
31, 1999 and no later than December 31, 2000 (the "Termination Date").
No later than sixty (60) days prior to the Termination Date, Tenant shall
pay to Landlord by a certified or cashier's check, all monies due or to
become due under the terms of the Lease through and including the
Termination Date. Such monies shall include but are not necessarily
limited to, Basic Rental, Annual Operating Costs, additional rent and
additional charges or late fees through the Termination Date. When
necessary, Landlord will estimate the amount of such monies due and there
shall be a subsequent adjustment between Landlord and Tenant, with payment
to or reimbursement by Landlord, as the case may require, pursuant to the
terms of the Lease, to the end that Landlord shall receive the entire
amount of monies due from Tenant under the Lease through the Termination
Date. The security deposit held by Landlord under the Lease may, in
Landlord's sole discretion, be applied to the amount owed. Failure to
timely pay this amount shall render any notice of termination or
cancellation null and void and the Lease shall continue in full force and
effect as if no such notice of Tenant was given.
In addition to the amounts required to be paid above, Tenant agrees to pay
Landlord by a certified or cashier's check, a sum equal to the then
unamortized total tenant improvement allowance provided in connection with
Suite 780, such total amount to be calculated on a straight-line basis and
calculated as of the Termination Date and the then unamortized brokerage
commissions calculated at the sum of $1,826.00 multiplied by the number of
months then remaining in the Extended Term as of the Termination Date for
which Tenant has elected not to occupy the Demised Premises. All of the
payments set forth in this paragraph shall be paid to Landlord no later
than sixty (60) days prior to the Termination Date.
8. Right of First Refusal. So long as the Lease is in full force and effect
and Tenant:
(i) is occupying and doing business from the Demised Premises at the
time the election described in this Paragraph is exercised; and
(ii) is not in default under the Lease either at the time of the
election described in this Paragraph or at the effective date
thereof; and
(iii) has maintained a history of payments within the applicable
grace period, if any, provided under the
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Lease; and
subject to the rights of any current tenants in the Building, or any of
their assignees, sublessees, transferees or successors in interest, which
rights may supersede the rights granted to Tenant pursuant to this
Paragraph, Landlord agrees that prior to renting space on the second (2nd)
through seventh (7th) floors of the Building (collectively, the "First
Refusal Space") to any third party, Landlord will submit to Tenant a copy
of the unexecuted proposed lease or a summary of the business and economic
terms of the proposed lease which Landlord is willing to accept from the
third party (the "Offered Lease") for the respective spaces in the First
Refusal Space on each occasion when such individual First Refusal Space
becomes available. On or before the third (3rd) business day after
Tenant's receipt of such notice, Tenant shall have the right (the "First
Refusal Right") to send Landlord a notice stating that Tenant elects to
rent the respective individual First Refusal Space upon the identical
terms and conditions set forth in the Offered Lease for such space.
Notwithstanding the foregoing to the contrary, (i) the termination date
for the occupancy of such space will be co-terminous with the termination
date of the Lease, as same may be renewed, modified or extended and (ii)
any tenant improvement allowance under the Offered Lease shall be prorated
to reflect the then-remaining term of the Lease, as of the commencement
date of Tenant's occupancy of any First Refusal Space. To be timely, such
notice must be postmarked within the three (3) business day period.
Provided that Tenant exercises the Option to Renew as set forth in Article
9 of this Agreement, Landlord shall reimburse Tenant on the commencement
date of the renewal term for its Refusal Space Tenant Improvements at the
rate per square foot of such First Refusal Space, calculated on a monthly
basis, established in connection with this paragraph for the additional
number of months which Tenant would have received if such tenant allowance
had not been prorated in accordance with the foregoing parameters set
forth herein. For illustration purposes only, if Tenant would have
received $6.00 per square foot of space, based on a five (5) year term
(i.e., $0.10 per square foot per month of occupancy of the First Refusal
Space) and Tenant commenced occupancy of an individual suite of First
Refusal Space when there were twelve (12) months remaining in the Extended
Term, Tenant would then receive $1.20 per square foot of the First Refusal
Space as a tenant allowance. If Tenant then exercised its Option to Renew
for a three (3) year term, Tenant would receive an additional $3.60 per
square foot of the First Refusal Space for a tenant allowance for such
space as of the commencement date of the Option Period.
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If Tenant timely exercises the First Refusal Right, Landlord and Tenant
will promptly enter into a lease amendment agreement prepared by Landlord
for the First Refusal Space (the "Lease Amendment") on the Offered Lease
terms. Tenant shall accept the First Refusal Space in its then "as is"
condition. If for any reason Tenant fails to timely exercise the First
Refusal Right, or if Tenant properly exercises the First Refusal Right but
thereafter for any reason (except for delays caused by Landlord) does not
enter into the Lease Amendment within five (5) business days after its
submission to Tenant, Landlord will be free to rent the First Refusal
Space to any other prospective tenant and the First Refusal Right will be
null and void and without further force or effect throughout the remainder
of the Term of the Lease, or any amendments thereto, or any extensions or
modifications thereof. Additionally, if Tenant exercises the First Refusal
Right, but then fails to timely execute the Lease Amendment, and should
the previously interested third party tenant no longer be willing to sign
the Offered Lease, then Tenant shall be deemed in default of this Lease
and shall be liable for any and all rental obligations due Landlord under
the terms of the Lease Amendment.
Notwithstanding any contrary provision hereof: (a) the Lease Amendment(s)
must stipulate that any default by Tenant under the Lease Amendment(s)
will be deemed to constitute a default under the Lease; (b) Tenant agrees
that any default by it under the Lease will be deemed to constitute a
default under the Lease Amendment(s); and (c) this First Refusal Right is
personal and unique to Tenant and is not transferable to any assignee,
sublessee or other successor in interest to the initial Tenant under the
Lease.
9. Option to Renew Based on Market Value. So long as the Lease is in full
force and effect and Tenant either:
(i) is occupying and doing business from the Demised Premises at the
time the Option to Renew described in this Paragraph is exercised;
and
(ii) is not in default under the Lease either at the time of the
exercise of the Option to Renew described in this Paragraph or at
the time of the commencement of the following described Option
Period; and
(iii) has maintained a history of payments within the applicable
grace period, if any, provided under the Lease;
Tenant is hereby granted an option to renew the Lease for the entirety of
the Demised Premises (the "Option to Renew") for one (1) renewal term (the
"Option Period"), commencing
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upon the day next following the expiration of the initial Term of the
Lease. The Option Period shall be for a term of either one (1) year or
three (3) years, at Tenant's option, in its sole discretion, such election
to be specified in Tenant's notice to Landlord of the exercise of this
Option to Renew. The terms of the Lease during the Option Period shall be
the same as during the Extended Term except as provided below. The Option
to Renew must be exercised no less than one (1) year prior to the
expiration of the Extended Term by written notice to Landlord sent by
registered or certified mail, return receipt requested. In the event
Tenant fails to notify Landlord, in the manner herein specified, this
Option to Renew shall be of no further force and effect.
The Basic Rental for the Option Period shall be the then current market
rate for the Demised Premises fixed as of the date of commencement of the
Option Period. Landlord's determination of the market rate shall be
conclusive on Tenant. This Option to Renew shall be deleted from the Lease
during the Option Period and no further options to renew shall be in
effect. Unless expressly set forth herein, any tenant concessions
initially provided for in the Lease shall not be deemed applicable to any
Option Period.
In no event shall the Basic Rental during the Option Period decrease below
the Basic Rental then paid by Tenant at the expiration of the Extended
Term. Further, this Option to Renew is personal and unique to Tenant and
is not transferable to any assignee, sublessee or any other successor in
interest to the initial Tenant under the Lease. Effective as of the date
hereof, all other options to renew the Term of the Lease which are
contained in the Lease shall be deleted in their entirety and shall be of
no further force or effect.
In addition, in the event that Tenant shall exercise this Option to Renew,
Landlord shall reimburse Tenant on the commencement of the renewal term
for its Tenant Improvements for the spaces occupied by Tenant pursuant to
the terms of Articles 5 and 6 of this Agreement, at the rate per square
foot of such space, calculated on a monthly basis, established in
connection therewith for the additional number of months which Tenant
would have received if such tenant allowance had not been prorated in
accordance with the provisions of this Agreement, similar to the manner
set forth in Article 8 of this Agreement.
10. Right of First Offer. As long as the Lease is in full force and effect and
Tenant:
(i) is occupying and doing business from the Demised
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Premises at the time the election described in this Paragraph is
exercised; and
(ii) is not in default under the Lease either at the time of the
election described in this Paragraph or at the effective date
thereof, and
(iii) has maintained a history of payments within the applicable
grace period, if any, provided under the Lease;
subject to the terms of this Paragraph, Tenant shall have the right to
expand into Suite 440 in the Building, consisting of approximately 1,673
rentable square feet of space, during the period of occupancy by Manpower
International, Inc. who currently occupies Suite 440 under a separate
agreement with Landlord, upon seven (7) months' prior written notice to
Landlord.
Tenant shall pay Basic Rental for Suite 440 at the rates then in effect
for the Demised Premises, payable in accordance with the provisions of the
Lease, commencing on the date of Tenant's occupancy of Suite 440, through
the remainder of the Extended Term, as same may be modified, extended or
renewed. Further, Tenant's occupancy of Suite 440 shall be in accordance
with all other terms of the Lease as amended hereby. Landlord shall also
provide Tenant with a tenant allowance for tenant improvements therein, at
the same rate and in the same manner as set forth in Article 5.C. of this
Agreement.
11. Signage. Tenant shall have the right to install signage bearing Tenant's
name (the "Sign") on the exterior of the Building, at a location to be
mutually agreed upon by and between Landlord and Tenant. Landlord and
Tenant agree that the aesthetics of the Sign shall be in conformity with
the size and appearance of other commercial signage on other office
buildings in the Tysons Corner market. Tenant shall be responsible for any
and all costs and expenses associated with the design, manufacture and
installation of the Sign. Tenant shall not install or affix any the Sign
until all plans and specifications have been approved in writing by
Landlord. Tenant shall be solely responsible for the maintenance, repair
and replacement of the Sign, in first-class condition at all times during
the Extended Term, as such term may be extended, modified or renewed. All
signage shall comply with all applicable local and municipal rules,
regulations and ordinances, and all rules and regulations set forth by
Landlord, and Tenant shall obtain at its sole cost and expense any permits
necessary to maintain the Sign. Tenant shall also insure the Sign with an
insurance company reasonably satisfactory to Landlord, and shall indemnify
and
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hold Landlord harmless from any claims for damage or injury in connection
with the installation, maintenance, use and replacement of the Sign in
accordance with the provisions of the Lease. Tenant shall remove all
signage and apparatus in connection therewith upon the expiration or
earlier termination of the Extended Term, and Tenant shall repair any and
all damage from the removal thereof at Tenant's sole cost and expense
simultaneously with the removal of the Sign.
12. Parking. Landlord shall continue to provide parking spaces to Tenant in
accordance with the provisions of the Lease. Further, Tenant acknowledges
that Landlord currently has no standard policy to apportion reserved
parking spaces to lease to tenants of the Building. However, in the event
that Landlord does institute such a policy, it shall apportion reserved
parking spaces to tenants of the Building in a non-discriminatory fashion
without favoring one tenant over Tenant.
13. Brokers. Tenant warrants that it has had no dealings with any real estate
broker or agent in connection with the negotiation of this Agreement other
than Insignia Commercial Group, Inc. and that Tenant knows of no other
real estate broker or agent who is or might be entitled to a commission in
connection with this Agreement. Tenant agrees to indemnify and hold
Landlord harmless from and against all claims made by any broker or finder
for a commission in connection with this Agreement provided that Landlord
has not retained such broker.
(The remainder of this page intentionally left blank)
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14. Conflict of Terms. Except as expressly amended herein, all terms and
conditions in the Lease shall remain unchanged and in full force and
effect, and all capitalized terms not otherwise defined herein shall have
the meaning set forth in the Lease. In the event of any conflict between
the terms and conditions of the Lease and the terms and conditions of this
Agreement, the terms and conditions of this Agreement shall control.
LANDLORD: TENANT:
TYSONS CORNER LIMITED DELTEK SYSTEMS, INC.
PARTNERSHIP, an Illinois
limited partnership
By: Tysons Corner Partners, Inc.
an Illinois corporation,
its general partner
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxx xxXxxxx
Its: VP Its: Chairman
Witness: /s/ Xxxxx Asinson Witness: /s/ Xxxxxxx X. Xxxxx
Dated: 12/17/96 Dated: Dec. 13, 1996
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EXHIBIT "A"
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
Xxxxx 0
00
XXXXXXX "X"
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
Floor 7
21
EXHIBIT "C"
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
Floor 7
22
EXHIBIT "D"
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx
Floor 6
