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AMERICAN CENTER LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made and entered into on this the
29th day of May 1997 between Met Life International Real Estate Equity Shares,
Inc., a Delaware Corporation ("Landlord") and Keyvan Rafie, a sole
proprietorship, ("Tenant").
W I T N E S S E T H:
1. Definitions.
(a) The "Project" shall mean the American Center Office Complex, being
the real property described in Exhibit "A" attached hereto and incorporated
herein and improvements constructed thereon.
(b) "Premises" shall mean the space outlined on the floor plan
attached to this Lease as Exhibit "B" incorporated herein. The Premises are
stipulated for all purposes to contain approximately 21,041 square feet of "Net
Rentable Area" (as below defined); provided, however that Landlord may, upon
completion of the Premises, cause precise measurements of the Project, the
Building (as below defined) and the Premises to be made, and Base Rental (as
below defined) shall be adjusted upward or downward accordingly. The Premises
are located in the office building (the "Building") located at 8330 Boone
Boulevard, Suite 800, Vienna, in Fairfax, Virginia.
(c) "Base Rental" shall mean the sum of (i) $378,738.00 per annum for
the first (1st) through the fifth (5th) year of the Lease Term (hereafter
defined) and (ii) $410,299.50 per annum for the sixth (6th) through the tenth
(10th) year of the Lease Term. [The Base Rental payable beginning on the first
(1st) day of the sixth (6th) year of the Lease Term is the sum of the Base
Rental payable during the first (lst) year of the Lease Term plus adjustments
that accrued from time to time during years one (1) through five (5) of the
Lease Term pursuant to Exhibit "D" attached hereto plus an increase of $1.50 per
square foot of Net Rentable Area contained within the Premises.] The Base Rental
due for the first (1st) month of the Lease Term (hereinafter defined) during
which Base Rental is due, has been deposited with Landlord by Tenant
contemporaneously with the execution hereof.(1)
(d) "Commencement Date" shall mean the later of August 14, 1992 or the
date specified in paragraph 3 (c) hereof.
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(1) Landlord shall provide Tenant a monthly rental credit equal to
S2,630.12 for months two (2) through thirty-seven (37).
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(e) "Lease Term" shall mean a term commencing on the Commencement Date
and continuing until 120 calendar months after the first day of the first full
month fo1lowing the Commencement Date.
(f) "Security Deposit" shall mean the sum of $31,561.50. The Security
Deposit(2) deposited with Landlord by Tenant(3).
(g) "Common Areas" shall mean those areas devoted to lobbies,
corridors, all elevator foyers, restrooms, mechanical rooms, janitorial closets,
electrical and telephone closets, vending areas and other similar facilities
provided for the common use or benefit of tenants generally and/or the public.
(h) "Service Area" shall mean those areas within the outside walls of
the Building used for elevator mechanical rooms, building stairs, fire towers,
elevator shafts, flues, vents, stacks, pipe shafts, and vertical ducts (but
shall not include any such areas for the exclusive use of the particular
Tenant).
(i) "Net Rentable Area" of the Premises shall mean the gross area
within the inside surface of the outer glass or other material comprising the
exterior walls of the Premises, to the mid-point of any walls separating
portions of the Premises from those of adjacent tenants and to the Common Area
or Service Area side of walls separating the Premises from Common Areas and
Service Areas, subject to the following:
(1) Net Rentable Area shall not include any Service Areas.
(2) Net Rentable Area shall include a prorata part of the
Common Areas on the floor on which the Premises are located, such proration
based upon the ratio of the Net Rentable Area within the Premises to the total
Net Rentable Area on such floor, both determined without regard to the Common
Areas. The Common Area on floor(s) upon which the Premises are located shall
never exceed: 2,711 square feet and may be adjusted as determined by Landlord
from time to time to confirm such allocation to changes in the configuration or
rented spaces and Common Areas upon such floor.
(3) Net Rentable Area shall include any columns and/or
projection(s) which protrude into the Premises and/or the Common Areas.
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(2) shall be
(3) in the form of a Letter of Credit drawn against a bank reasonably
satisfactory to Landlord within fifteen (15) days of execution hereof.
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(j) "Exterior Common Areas" shall mean those areas of the Project
which are not located within the Building and which are provided and maintained
for the common use and benefit of Landlord and tenants of the Project generally
and the employees, invitees and licensees of Landlord and such tenants;
including without limitation all parking areas, enclosed or otherwise; all
streets, sidewalks and landscaped areas located within the Project.
(k) The "Improvements", when used herein, shall mean those
improvements to the Premises which Landlord has agreed to provide when approving
the plans and specifications (the "Plans") described on Exhibit "O", attached
(or to be attached) hereto and incorporated herein for all purposes. Except to
the extent otherwise agreed (and described on an addendum to the Plans), the
installation of the Improvements shall be installed by Landlord at Tenant's
expense. "Building Standard" shall mean the type, brand and/or quality of
materials Landlord designates from time to time to be the minimum quality to be
used in the Building or the exclusive type, grade or quality of material to be
used in the Building.(4)
2. Lease Grant. Subject to and upon the terms herein set forth,
Landlord leases to Tenant and Tenant leases from Landlord the Premises.
3. Lease Term.
(a) This Lease shall continue in force during a period beginning on
Commencement Date and continuing until the expiration of the Lease Term, unless
this Lease is sooner terminated or extended to a later date under any other term
or provision hereof.
(b) If by August 14, 1992 the Improvements have not been substantially
completed pursuant to the Plans (as determined by Landlord's architect in his
sole and absolute discretion), due to omission, delay or default by Tenant or
anyone acting under or for Tenant, Landlord shall have no liability because of
such delays, and the obligations of this Lease (including, without limitation,
the obligation to pay rent) shall nonetheless commence as of the Commencement
Date.
(c) If, however, the Improvements are not substantially completed (as
determined by Landlord's architect in his sole and absolute discretion) by
August 14, 1992, due to any reason other than an omission, delay or default by
Tenant or someone acting under or for Tenant, then, as Tenant's sole remedy for
the delay in Tenant's occupancy of the Premises, Commencement Date shall be
delayed and the rent herein provided shall not commence until the earlier to
occur of actual occupancy by Tenant of any portion of the Premises or
substantial completion of the Improvements.
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(4) Landlord shall build out Tenant's demised premises to suit in
accordance with attached Exhibits "C" and "O". In addition, Landlord shall
provide Tenant an allowance equal to $2.00 per square foot to improve the
premises anytime between thirty six (36) and sixty (60) months of the lease
term.
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4. Use. The Premises shall be used for office purposes and for no
other purpose. Tenant agrees not to use or permit the use of the Premises for
any purpose and uses incidental thereto which is illegal or which, in Landlord's
opinion, creates a nuisance or which would increase the cost of insurance
coverage with respect to the Building.
5. Base Rental.
(a) Tenant agrees to pay during the Lease Term, to Landlord, without
any setoff or deduction whatsoever the Base Rental, and all such other sums of
money payable by the Tenant hereunder as additional rent (whether or not
expressly characterized as additional rent), all of which are sometimes herein
collectively called "rent", for the nonpayment of which Landlord shall be
entitled to exercise all such rights and remedies as are herein provided in the
case of the nonpayment of Base Rental. If no earlier due date is expressly
specified herein for the payment of additional rent, additional rent shall be
payable in full no later than the due date of the next following installment of
Base Rental. The annual Base Rental for each lease year or portion thereof
during the Lease Term, together with any estimated adjustments thereto pursuant
to Exhibit D hereof, shall be due and payable in advance in twelve (12) equal
installments on the first day of each calendar month during the Lease Term, and
Tenant hereby agrees to pay such Base Rental and any adjustments thereto as
additional rent to Landlord at Landlord's address provided herein (or such other
address as may be designated by Landlord in writing from time to time) monthly,
in advance, and without demand. If the term of this Lease commences on a day
other than the first day of a month or terminates on a day other than the last
day of a month, then the installments of Base Rental and any adjustments thereto
for such month or months shall be prorated, based on the number of days in such
month.
(b) In the event any installment of rent is not paid(5) of when due
and payable, Tenant shall pay a late charge of four percent (4%) of the
delinquent amount.
6. Services to be Furnished by Landlord. Landlord agrees to furnish
Tenant the following services:
(a) Hot and cold water at those points of supply provided for general
use of other tenants in the Building and pantry included within premises,
central heat and air conditioning in season, at such temperatures and in such
amounts as are considered by Landlord to be standard or as required by
governmental authority; provided, however, heating and air conditioning service
at times other than for "Normal Business Hours" for the Building (which are 7:30
a.m. to 6:00 p.m. on Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on
Saturdays, exclusive of "Normal Business Holidays", as hereinafter defined),
shall be furnished only upon the written request of Tenant delivered to Landlord
prior to 3:00 p.m. at least 1 business day in advance of the date such usage is
requested. As used herein, Normal Business Holidays shall include all hours
after 1:00 p.m. on Saturdays, all day on Sundays and all days
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(5) within five (5) days
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observed by the Commonwealth of Virginia or the Federal Government as legal
holidays and such other days designated as legal holidays by the applicable
building service union employee's service contract and/or by the applicable
operating engineer's contract. Tenant shall bear the entire cost of additional
service allocable to the Premises as such costs are determined and allocated by
Landlord from time to time.
(b) Routine maintenance and electrical lighting service for all
Exterior Common Areas(6) and Service Areas in the manner and to the extent
deemed by Landlord to be standard.
(c) Janitor service, Mondays through Fridays, exclusive of normal
business holidays; provided, however, if Tenant's floor covering or other
improvements require special treatment, Tenant shall pay the additional cleaning
cost attributable thereto as additional rent upon presentation of a statement
therefor by Landlord. Tenant shall cooperate with Landlord's employees in the
furnishing by Landlord of janitorial services at such times (including Normal
Business Hours) as Landlord elects to have the necessary work performed;
provided, however, that janitorial services performed by Landlord during Normal
Business Hours shall be performed in such a manner as to not unreasonably
interfere with Tenant's use of the Premises.
(d) Subject to the provisions of Paragraph 12, facilities to provide
all electrical current required by Tenant in its use and occupancy of the
Premise.
(e) All Building Standard fluorescent bulb replacement in the Premises
and fluorescent and incandescent bulb replacement in the Common Areas and
Service Areas.
(f) Landlord may elect to provide security in the form of limited
access to the Building during other than Normal Business Hours. In such event
Landlord may require those tenants requesting access to the Building during
other than Normal Business Hours, to pay a fee for such access partially to
reimburse Landlord for the cost of the system which limits after-hours access.
Landlord, however, shall have no liability to Tenant, its employees, agents,
invitees or licensees for losses due to theft or burglary, or for damages
done by unauthorized persons on the Premises and neither shall Landlord be
required to insure against any such losses. Tenant shall cooperate fully in
Landlord's efforts to maintain security in the Building and shall follow all
rules and regulations promulgated by Landlord with respect thereto.
The failure by Landlord to any extent to furnish or the interruption or
termination of these defined services in whole or in part, resulting from causes
beyond the reasonable control of Landlord shall not render Landlord liable in
any respect nor be construed as an eviction of Tenant, nor work an abatement of
rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement hereof. Should any of the equipment or machinery used in the provision
of such services for any cause cease to function properly, tenant shall have no
claim for offset or abatement of rent or damages on account of an interruption
in service occasioned thereby or
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(6) Common Areas
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resulting therefrom.
7. Improvements to be Made by Landlord. Except for the Improvements,
all installations and improvements now or hereafter placed on the Premises shall
be for Tenant's account and at Tenant's cost (and Tenant shall pay ad valorem
taxes and increased insurance thereon or attributable thereto), which cost shall
be payable by Tenant to Landlord in advance as additional rent.
8. Maintenance and Repair of Premises by Landlord. Except as
otherwise expressly provided herein, Landlord shall not be required to make any
repairs to the Premises.(7)
9. Graphics. Tenant shall not erect or install any sign or other type
display whatsoever, either upon the exterior of the Building, upon or in any
window or in any lobby, without the prior express written consent of Landlord.
The color and fabric of the lining of all drapes (or if unlined, the draperies
themselves) which Tenant desires to place on exterior windows or openings of the
Building must be approved by Landlord prior to the installation thereof so that
a uniform color and appearance may be preserved from the exterior of the
Building. Landlord agrees to furnish a directory of the names and locations of
its tenants and to install and maintain the same at a convenient location in the
lobby of the Building. The initial listing of the name and room number of Tenant
shall be furnished without charge. The listings of additional names or room
numbers and changes or revisions of listings shall be made by Landlord at the
cost of Tenant.
10. Care of the Premises by Tenant. Tenant agrees not to commit or
allow any waste to be committed on any portion of the Premises and at the
termination of this Lease to deliver up the Premises to Landlord in as good
condition as at the date of the commencement of the term of this Lease, ordinary
wear and tear and insured casualty losses excepted.
11. Repairs and Alterations by Tenant. Tenant covenants and agrees
with Landlord, at Tenant's own cost and expense, to repair or replace any damage
done to the Building, or any part thereof, caused by Tenant or Tenant's agents
and employees, and such repairs shall restore the Building to as good as
condition as it was in prior to such damage, and shall be effected in compliance
with all applicable laws; provided, however, if Tenant fails to make such
repairs or replacements promptly, Landlord may, at its option, make repairs or
replacements, and Tenant shall pay the cost thereof to the Landlord on demand as
additional rent. Tenant agrees with Landlord not to make or allow to be made any
alterations to the Premises, install any vending machines on the Premises, or
place signs on the Premises which are visible from outside the Premises, without
first obtaining the express written consent of Landlord in each such instance,
which consent may be given on such conditions as Landlord may elect. Any and all
alterations to the Premise shall become the property of Landlord upon
Termination of this Lease (except
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(7) Notwithstanding the foregoing Landlord shall maintain the building
and building systems in a manner consistent with a First Class building in
Fairfax County, Virginia.
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for moveable equipment or furniture owned by Tenant). Landlord may, nonetheless,
require Tenant to remove any and all fixtures, equipment and other improvements
installed on the Premises upon expiration or prior termination of the Lease
Term. In the event that Landlord so elects, and Tenant fails to remove such
improvements, Landlord may remove such improvements at Tenant's cost, and Tenant
shall pay Landlord on demand the cost of restoring the Premises to Building
Standard.
12. Use of Electrical Services by Tenant. Tenant's use of electrical
services furnished by Landlord shall be subject to the following:
(a) Tenant's electrical equipment shall be restricted to that
equipment which individually does not have a rated capacity greater than .5
kilowatts per hour and/or require voltage other than 120/208 volts, single
phase. Collectively, Tenant's equipment shall not have an electrical design load
greater than an average of 2 watts per square foot.
(b) Tenant's lighting shall not have a design load greater than an
average of 2 watts per square foot.
(c) Landlord shall be entitled to enter the Premises to perform an
audit or survey of electrical use thereon from time to time. Tenant's
consumption of electrical services shall not exceed either the rated capacities
and/or design loads set forth in Paragraphs 12(a) and 12(b) above nor shall it
generate heat in excess of that which Landlord's air conditioning system is
designed to handle. In the event that Tenant elects to add equipment and/or
lighting to the Premises that will cause Tenant's consumption of electrical
services to exceed either the rated capacities and/or design loads set forth in
Paragraphs 12(a) and 12(b) above or that will generate heat in excess of that
which Landlord's air conditioning system is designed to handle, Tenant shall
obtain Landlord's prior written approval of such equipment and/or lighting
subject to the following:
(i) Tenant shall pay for all costs of installation and
maintenance of submeters, wiring, additional air conditioning systems and
other items required by Landlord, in Landlord's discretion, to
accommodate Tenant's excess design loads and capacities or heat
production.
(ii) Tenant shall pay to Landlord, upon demand, the cost of the
excess demand and consumption of electrical service at rates determined
by Landlord (which rates shall be in accordance with any applicable laws)
as well as all costs of operating additional air conditioning systems
deemed necessary by Landlord on account of Tenant's excess consumption.
(iii) Landlord may, at its option, upon not less than thirty (30)
days' prior written notice to Tenant, discontinue the availability of any
or all utility service and in such event Tenant shall contract directly
with such public utility for the supplying of such additional utility
service to the Premises.
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13. Parking. During the Lease Term, Tenant shall have the
non-exclusive use in common with Landlord, other tenants of the Building, their
guests and invitees, of the non-reserved common automobile parking areas,
driveways, and footways, subject to rules and regulations for the use thereof as
prescribed from time to time by Landlord. Landlord reserves the right to
designate parking areas within the Project or in reasonable proximity thereto,
for Tenant and Tenant's agents and employees. Cars not parked according to the
rules and regulations promulgated by Landlord may be towed at the owner's
expense. Tenant shall provide Landlord with a list of all license numbers for
the cars owned by Tenant, its agents and employees from time to time upon
demand. In the event that Tenant, its agents and employees, park in locations
other than those assigned to Tenant, Landlord reserves the right to charge
Tenant as additional rental hereunder Twenty-Five Dollars ($25) per diem for
each such occurrence in addition to towing such cars at Tenant's expense.
Landlord will designate special parking areas located within the Project for
reserved parking for tenants of the Project who will rent such parking spaces.
In the event Tenant leases any such rental parking spaces from Landlord, the
terms and conditions of such lease shall be as set forth in that certain Parking
Space Rental Agreement attached hereto as Exhibit "F" and incorporated herein by
reference.
14. Laws and Regulations. Tenant agrees at Tenant's expense to comply
with all applicable laws, ordinances, rules, and regulations of any governmental
entity or agency having jurisdiction of the Premises.
15. Building Rules. Tenant will comply with the rules of the Building
and Project reasonably adopted and altered by Landlord from time to time and
will cause all of its agents, employees, invitees and visitors to do so; all
changes to such rules will be sent by Landlord to Tenant in writing. The initial
rules for the Building and the Project being attached hereto as Exhibit "E" and
incorporated herein for all purposes.
16. Entry by Landlord. Tenant agrees to permit Landlord or its agents
or representatives to enter into and upon any part of the Premises at all
reasonable hours (and in emergencies at all times) to inspect the same, or to
show the Premises to prospective purchasers, mortgagees, tenants, or insurers,
to clean or make repairs, alterations or additions thereto, and Tenant shall not
be entitled to any abatement or reduction of rent by reason thereof. Tenant
agrees to cooperate with Landlord in event of emergencies, including, without
limitation, evacuation at Landlord's oral request in the event of any situation
deemed by Landlord as an emergency.
17. Assignment and Subletting. Tenants shall not assign, sublease or
transfer any or all of the Premises without the prior written consent of
Landlord, such consent shall not be unreasonably withheld. In the event of any
such assignment or subletting consented to by Landlord. Tenant shall remain
fully and primarily liable for the payment of rent due under this Lease and for
the performance of all the covenants, agreements, terms, conditions and
provisions under this Lease. Additionally, Tenant's assignee or sublessee shall
be required to assume all of Tenant's obligations under this Lease. The Landlord
hereby grants to Tenant the right to sublease up to fifty percent (50%) of the
Premises without the Landlord participating in any of
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the profit derived from said subleasing. In the event that Tenant desires to
sublease more than fifty percent (50%) of the Premises, Tenant shall give
Landlord thirty (30) days written notice of Tenant's intention to do so. Within
thirty (30) days of receipt of said notice, Landlord shall have the right to:
(a) Take possession of or;
(b) Participate in fifty percent (50%) of profits derived from said
subleasing or;
(c) Notify Tenant, in writing, of Landlord's consent to allow Tenant
to sublease said space.
18. Mechanic's Liens. Tenant will not suffer or permit any mechanic's
lien or liens to be placed upon the Premises or the Building arising out of any
work contracted for or authorized by Tenant in respect to the Premises and
nothing in this Lease shall be deemed or construed in any way as constituting
the consent or request of Landlord, express or implied, by inference or
otherwise, to any person for the performance of any labor or the furnishing of
any materials to the Premise, or any part thereof, nor as giving Tenant any
right, power, or authority to contract for or permit the rendering of any
services or the furnishing of any materials that would give rise to any
mechanics' or other liens against the Premises. In the event any such lien is
attached to the Premises or Tenant's interest therein Tenant shall immediately
cause same to be released, and if Tenant fails to do so, then, in addition to
any other right to remedy of Landlord, Landlord may, but shall not be obligated
to, discharge the same. Any amount paid by Landlord for any of the aforesaid
purposes and costs incurred by Landlord with respect thereto, shall be paid by
Tenant to Landlord on demand as additional rent.
19. Insurance.
(a) Landlord shall maintain fire and extended coverage insurance on
the Building and the Premises in such amounts as Landlord or its mortgages shall
require, payable solely to Landlord or the mortgagees of Landlord as their
interests shall appear. Tenant shall maintain, at its expense, fire and extended
coverage insurance on all of its personal property, including removable trade
fixtures, equipment, installations and contents located in the Premise and in
such additional amounts as are necessary to meet Tenants' obligations pursuant
to paragraph 23 hereof. Tenant shall, at Landlord's request from time to time,
provide Landlord with current certificates of insurance evidencing Tenant's
compliance with this Paragraph 19(a) and Paragraph 19(b). Tenant shall obtain
the agreement of Tenant's insurers to notify Landlord that a policy is due to
expire at least 10 days prior to such expiration.
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*/ the proposed sublease portion of the premise
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26. Events of Default/Remedies.
(a) The following events shall be deemed to be events of
default by Tenant under this Lease (i)(16) or Tenant shall fail to comply with
any provision of this Lease or any other agreement between Landlord and Tenant,
all of which terms, provisions and covenants shall be deemed material (17) (ii)
the leasehold hereunder demise shall be taken on execution or other process of
law in any action against Tenant or Tenant shall become insolvent or unable to
pay its debts as they become due, or Tenant notifies Landlord that it
anticipates either condition; (iii) Tenant shall fail to move into and take
possession of the Premises(18) when the Premises are ready for occupancy, it
shall at any time vacate the Premises without Landlord's prior written approval;
(iv) Tenant takes any action to, or notifies Landlord that Tenant intends to
file a petition under any section or chapter of the National Bankruptcy Code, as
amended, or under any similar existing or subsequently enacted law or statute of
the United States or any State thereof, or a petition shall be filed against
Tenant under any such statute or (v) a receiver or trustee shall be appointed
for Tenant's leasehold interest in the Premises or for all or a substantial part
of the assets of Tenant.
(b) Upon the occurrence of any event or events of default by
Tenant, whether enumerated in this Paragraph or not, Landlord shall have the
option to pursue any one or more of the following remedies without any notice or
demand for possession whatsoever (and without limiting the generality of the
foregoing, Tenant hereby specially waives notice and demand for payment of rent
or other obligations due and waives any and all other notices or demand
requirements imposed by applicable law): (i) terminate this Lease in which event
Tenant shall immediately surrender the Premises to Landlord; (ii) terminate
Tenant's right to occupy the Premises and re-enter and take possession of the
Premises (without terminating this Lease); (iii) enter upon the Premises and do
whatever Tenant is obligated to do under the terms of this Lease; and Tenant
further agrees that Landlord shall not be liable for any damages resulting to
the Tenant from such action; and (iv) exercise all other remedies available to
Landlord at law or in equity, including, without limitation, injunctive relief
of all varieties.
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(16) Tenant shall fail to comply with any provision of this Lease (or any
other agreement between Landlord and Tenant) requiring the payment of money and
such failure shall continue for a period of ten (10) days following written
notice thereof from Landlord to Tenant of such default;
(17) and such failure shall continue for more than thirty (30) days following
notice thereof from Landlord to Tenant;
(18) within twenty (20) days of
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In the event Landlord elects to re-enter or take possession of the
Premises after Tenant's defau1t(19). Tenant hereby waives notice of such reentry
or repossession and of Landlord's intent to re-enter or take possession.
Landlord may, without prejudice to any other remedy which it may have for
possession or arrearage in rent, expel or remove Tenant and any other person who
may be occupying said Premises or any part thereof. Whether or not Landlord
elects to terminate this Lease in connection with a default by Tenant, Landlord
shall be entitled to reimbursement of all cost and expenses (including, without
limitation, tenant finish costs and commissions) incurred in respect of a
reletting all or a portion of the Premises occasioned by Tenant's default. In
addition, interest shall accrue on sums due hereunder from Tenant but not paid,
at the lesser of 18% per annum or the highest rate permitted by applicable law.
The provisions of Paragraph 28 hereof shall apply with respect to the period
from and after written notice to Tenant of termination. All of Landlord's
remedies shall be cumulative and not exclusive. Forbearance by Landlord to
enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of such default.
(c) This Paragraph 26 shall be enforceable to the maximum
extent not prohibited by applicable law, and the unenforceability of any portion
thereof shall not thereby render unenforceable any other portion. To the extent
any provision of applicable law request some action by Landlord to evidence or
effect the termination of this Lease or to evidence the termination of Tenant's
right of occupancy, Tenant and Landlord hereby agree that written notice, to
Tenant, or which comes to the attention of Tenant, which expressly reflects
Landlord's intention to terminate, shall be sufficient to evidence and effect
their termination herein provided for.
(d) **In no event shall Tenant have the right to terminate or
rescind this Lease as a result of Landlord's default of any covenant or
agreement contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in this Lease or elsewhere. Tenant hereby waives such
remedied of termination and rescission and hereby agrees that Tenant remedies
for default hereunder and for breach of any promise or inducement shall be
limited to a suit for damages and/or injunction. In addition, ** Tenant hereby
covenants that, prior to the exercise of any such remedies, it will give the
mortgages on the Building notice and a reasonable time to cure any default by
Landlord(20)
27. Peaceful Enjoyment. Tenant shall, and may peacefully have, hold,
and enjoy the Premises, subject to the other terms hereof, provided that Tenant
pays the rent and other sums herein recited to be paid by Tenant and performs
all of Tenant's covenants and agreements herein contained. This covenant and any
and all other covenants of Landlord shall be binding
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(19) provided the aforementioned notice of default has been given to Tenant as
specified in Paragraphs 26(a) and 26(b)
(20) provided Tenant has been given written notice of such mortgages and an
address where notices should be sent.
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upon Landlord and its successors only with respect to breaches occurring during
its or their respective periods of ownership of the Landlord's interest
hereunder.(21)
28. Holding Over. In the event of holding over by Tenant without
Landlord's written consent after the expiration or other termination of this
Lease or in the event Tenant continues to occupy the Premises after the
termination of Tenant's right of possession pursuant to Paragraph 26(b) (ii)
hereof, Tenant shall, throughout the entire holdover period, pay rent equal on a
per diem basis, to twice the Base Rental and additional Base Rental, as adjusted
or increased under Exhibit "D" hereto, which would have been applicable had the
term of this Lease continued through the period of such holding over by Tenant.
No holding over by Tenant after the expiration of the term of this Lease shall
be construed to extend the term of this Lease.
29. Subordination to Mortgage. Tenant agrees that this Lease is and
shall be junior and subordinate to any first mortgage, added of trust or other
lien presently existing or hereafter arising upon the Premises, upon the
Building or upon the Project as a whole or any part thereof, and to any
renewals, modifications, consolidations, replacements, refinancing, and
extensions thereof, but Tenant agrees that any such first mortgagee shall have
the right at any time to subordinate such mortgage, added of trust or other lien
to this Lease on such terms and subject to such conditions as such mortgagee may
deem appropriate in its discretion. Landlord is hereby irrevocably vested with
full power and authority to subordinate this Lease to any mortgage, deed of
trust or other lien now existing or hereafter placed upon the Premises, the
Building or the Project as a whole or any part hereof, and to any renewals,
modifications, consolidations, replacements, refinancing and extensions thereof,
and Tenant agrees within fifteen (15) days to execute such further instruments
subordinating this Lease or attorning to the holder of any such liens as
Landlord may request. In the event that Tenant should fail to execute any
instrument of subordination herein required to be executed by Tenant within
fifteen (15) days of Landlord's demand, Tenant hereby irrevocably constitutes
Landlord as its attorney-in-fact to execute such instrument in Tenant's name,
place and stead, it being agreed that such power is one coupled with an
interest. Tenant agrees that it will from time to time upon request by Landlord
execute and deliver to such persons as Landlord shall request a statement in
recordable form certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full force and
effect as so modified), stating the dates to which rent and other charges
payable under this Lease have been paid, stating that Landlord is not in default
hereunder (or if Tenant alleges a default stating the nature of such alleged
default) and further stating such other matters as Landlord shall reasonably
require.
30. Landlord's Lien. Tenant hereby grants to Landlord a lien and
security interest on all property of Tenant now or hereafter placed in or upon
the Premises, and such property shall be and remain subject to such lien and
security interest of Landlord for payment of all rent
----------
(21) Landlord warrants, that as of the date of this Lease, Landlord
possesses the unencumbered fee simple title to the project.
15
<PAGE> 13
and other sums agreed to be paid by Tenant herein.(22) The Provisions of this
paragraph relating to such lien and security interest shall constitute a
security agreement under and subject to Virginia Uniform Commercial Code so that
Landlord shall have and may enforce a security interest on all property of
Tenant now or hereafter placed in or on the Premises, in addition to and
cumulative of the Landlord's liens and rights provided by law or by the other
terms and provisions of this Lease. Tenant agrees to execute as debtors such
financing statement or statements as Landlord may now or hereafter request.
Landlord may at its election at any time file a copy of this Lease as a
financing statement. Notwithstanding the above, Landlord shall neither sell nor
withhold from Tenant, Tenant's business records.
31. Attorney's Fees. In the event either party defaults in the
performance of any of the terms of this Lease and the other party employs an
attorney in connection therewith, the defaulting party agrees to pay the
prevailing party's reasonable attorney's fees. In the event that Landlord
remedies a default by Tenant pursuant to Paragraph 26(b) (iii), Landlord shall
be entitled to reimbursement by Tenant on demand for all costs incurred in
connection with same (including without limitation attorney's fees), plus
interest thereon at the highest rate permitted by law.
32. No Implied Waiver. No provision of this Lease shall be deemed to
have been waived by Landlord unless such a waiver be in writing signed by
Landlord. The failure of Landlord to insist at any time upon the strict
performance of any covenant or agreement or to exercise any option, right, power
or remedy contained in this Lease shall not be construed as a waiver or a
relinquishment thereof for the future. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly installment of rent due under this
Lease shall be deemed to be other than on account of the earliest rent due
hereunder, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment of rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or pursue any other remedy in this
Lease provided. No agreement to accept a surrender of this Lease shall be valid
unless in a writing signed by Landlord. The receipt by Landlord of rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach.
33. Personal Liability. The liability of Landlord to Tenant for any
default by Landlord under the terms of this Lease shall be limited to the
interest of Landlord in the Building and the land described on Exhibit "A"
attached hereto is situated and Tenant agrees to look solely to Landlord's
interest in the Building and the land on which the Building is situated for the
recovery of any judgement from the Landlord, it being intended that neither
Landlord nor any partner or principal of Landlord nor any other property
disclosed or undisclosed of such partners or principals shall be personally
liable for any judgement or deficiency.
----------
(22) provided however, said lien shall be subordinate to the original security
interest if any, previously granted in the purchase of the property.
16
<PAGE> 14
34. Security Deposit. The Security Deposit shall be held by Landlord
without liability for interest and as security for the performance by Tenant of
Tenant's covenants and obligations under this Lease, it being expressly
understood that the Security Deposit shall not be considered as advance payment
of rental or a measure of Tenant's damages in case of default by Tenant. Unless
otherwise provided by mandatory non-waivable law or regulation, Landlord may
commingle the Security Deposit with Landlord's other funds. Landlord may, from
time to time, without prejudice to any other remedy, use the Security Deposit to
the extent necessary to make good any arrearages of rent or to satisfy any other
covenant or obligation of Tenant hereunder. Following any such application of
the Security Deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount. If
Tenant is not in default at the termination of this Lease, the balance of the
Security Deposit remaining after any such application shall be returned by
Landlord to Tenant. If Landlord transfers its interest in the Premises during
the term of this Lease, Landlord must assign the Security Deposit to the
transferee and thereafter shall have no further reliability for the return of
such Security Deposit.
35. Notice. Any notice in this Lease provided for must, unless otherwise
expressly provided herein, be in writing, and shall, unless otherwise in this
Lease expressly provided, be given or be served by depositing the same in the
United States mail, postpaid and certified, with return receipt required,
addressed to the party to be notified at the address stated in this Lease or
such other address notice of which has been given to the other party. Any notice
shall be effective upon its deposit in the United States mail in the manner
hereinabove described. Any responses by Tenant to Landlord upon any such notice
shall be given not later than five (5) business days following the date set
forth as the date of receipt on the return receipt. Copies of any Notice to
Landlord, shall also be served upon (i) Vice President, Real Estate Investments,
Northeastern office, Metropolitan Life Insurance Company, One Madison Avenue,
New York, New York, 10010 and (ii) Manager, Real Estate Investments, Suite 410,
1615 L Street, N.W., Washington D.C. 20036.
36. Severability. If any term of provision of this Lease, or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and enforceable to the fullest
extent permitted by law.
37. Recordation. Tenant agrees not to record this Lease or any memorandum
or copy thereof.
38. Governing Law. This Lease and the rights and obligations of the
parties hereto shall be interpreted, construed, and enforced in accordance with
the laws of the Commonwealth of Virginia.
17
<PAGE> 15
39. Force Majeure. Whenever a period of time is herein prescribed for the
taking of any action by Landlord, Landlord shall not be liable or responsible
for, and there shall be excluded from the computation of such period of time,
any delays due to strikes, riots, acts of God, shortages of labor or materials,
war, governmental laws, regulations or restrictions, or any other cause
whatsoever beyond the control of Landlord.
40. Time of Performance. Except as expressly otherwise herein provided,
with respect to all required acts of Landlord and Tenant, time is of the
essence of this Lease.
41. Transfers by Landlord. Landlord shall have the right to transfer and
assign, in whole or in part, all its rights and obligations hereunder and in the
Building, Project and property referred to herein, and in such event and upon
such transfer Landlord shall be released from any further obligations hereunder,
and it shall be deemed and construed as a covenant running with the land without
further agreement between the parties or their successors in interest, or
between the parties and the transferee of the Building, or of the land described
in Exhibit "A" and the Building that the transferee has assumed and agreed to
carry out any and all covenants and obligations of Landlord hereunder. Tenant
agrees to look solely to such successor in interest of Landlord for the
performance of such obligations.
42. Commissions. Tenant hereby indemnifies and holds Landlord harmless
against any loss, claim, expense or liability with respect to any commissions
brokerage fees claimed on account of the execution and/or renewal of this Lease
due to any action of Tenant.
43. Effect of Delivery of This Lease. Landlord has delivered a copy of
this Lease to Tenant for Tenant's review only, and the delivery hereof does not
constitute an offer to Tenant or option. This Lease shall not be effective until
a copy executed by both Landlord and Tenant is delivered to and accepted by
Landlord.
44. Exhibits. Exhibits, "A", "B", "C", "D", "E", "F", "G", "H", "I",
"J", "L", "M", "N" and "O" are attached hereto and incorporated herein and made
a part of this Lease for all purposes.
The parties acknowledge that the Tenant's name, Keyvan Rafei, has been
misspelled as Keyvan Rafie in various references in this document, and
agree that all such misspellings refer to the Tenant, Keyvan Rafei.
18
<PAGE> 16
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above written.
ADDRESS: LANDLORD: Met Life International
Real Estate Equity Share Inc., a
8300 Boone Boulevard Delaware Corporation
Suite 200
Vienna, VA 22182
By: /s/ MICHAEL J. CURRAN GG
---------------------------------
Michael J. Curran
Title: Assistant Vice President
-----------------------------
Date: 5/29/92
-----------------------------
ADDRESS: TENANT: Keyvan Rafie, a sole proprietorship
By: /s/ KEYVAN RAFIE
---------------------------------
Keyvan Rafie
Title: A Sole Proprietorship
-----------------------------
Date: 5-18-92
-----------------------------
ATTEST:
[SIG]
-------------------
Affix Seal:
19
<PAGE> 17
AMERICAN CENTER LEASE
LIST OF EXHIBITS
This List of Exhibits is attached hereto and made a part of the Lease dated
May 29, 1992, by and between AMERICAN CENTER ("Landlord") and Keyvan Rafie,
a sole proprietorship, ("Tenant").
<TABLE>
<S> <C> <C> <C>
EXHIBIT "A" - Description
EXHIBIT "B" - Outline Demised Premises
EXHIBIT "C" - Tenant Improvements (Workletter)
EXHIBIT "D" - Rental Escalation
EXHIBIT "E" . Rules & Regulations
EXHIBIT "F" - Parking Space Rental Agreement
EXHIBIT "G" -. Termination Option
EXHIBIT "H" - Expansion Option
EXHIBIT "I" - Renewal Option
EXHIBIT "J" - Indemnity Agreement
EXHIBIT "L" - First Right of Refusal
EXHIBIT "M" - Furniture Inventory
EXHIBIT "N" - Signage
EXHIBIT "O" - Tenants Plans
</TABLE>
<TABLE>
<S> <C>
TENANT: Keyvan Rafie, a sole proprietorship LANDLORD: Met Life International Real
Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN GG
------------------- ---------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
--------------------- -----------------------------
Date: 5-18-92 Date: 5/29/92
---------------------- -----------------------------
</TABLE>
<PAGE> 18
EXHIBIT "A"
This Exhibit "A" is attached hereto and made a part of the Lease dated May 24,
1992, by and between Met Life International Real Estate Equity Shares,
Inc., ("Landlord") and Keyvan Rafie, a sole proprietorship ("Tenant").
All that certain lot, piece or parcel of land situate, lying and being in the
County of Fairfax, Virginia and being more particularly described as follows:
Beginning at a point marking the intersection of the Southerly R/W
line of Chain Bridge Road (Route # 123) and the Northeasterly R/W line
of Boone Boulevard; thence with the said R/W line of Route 123 N 57
11' 27" E, 77.04 feet with a curve to the right whose radius is 676.20
feet (and whose chord is N 64 45' 25" E, 202.58 feet) an arc distance
of 203.35 feet; N 73 22' 19" E, 34.26 feet; N 41 23' 12" W, 29.37 feet
and N 73 22' 19" E, 36.02 feet to a point; thence departing Chain
Bridge Road and running with the Southerly R/W line of a ramp for an
interchange from said Chain Bridge to Leesburg Pike (Route #7) the
following courses: with a curve to the right whose radius is 200.00
feet (and whose chord is S 63 34' 18" E, 97.06 feet) an arc distance
of 98.04 feet with a curve to the left whose radius is 302.00 feet
(and whose chord is N 87 49' 41' E, 409.17 feet) an arc distance of
449.54 feet; N 45 11' 05" E, 48.58 feet and with a curve to the right
whose radius is 100.00 feet (and whose chord is N 65 04' 50' E, 68.06
feet an arc distance of 69.45 feet to a point on the Southerly R/W
line of Leesburg Pike (Route #7); thence with said R/W line of
Leesburg Pike S 44 48' 55" E, 110.10 feet to a point marking the
intersection of the said R/W line of Leesburg Pike and the
Northwesterly R/W line of Howard Avenue; thence with the said R/W line
of Howard Avenue S 44 49' 03" W, 552.21 feet to a point marking the PC
of a 30 foot radius return to the intersection of Howard Avenue on the
aforementioned Boone Boulevard; thence with said return a curve to the
right whose chord is S 80 39' 28" W, 35.13 feet, an arc distance of
37.53 feet to a point on the aforementioned R/W line of Boone
Boulevard; thence with the said R/W line of Boone Boulevard N 63 30'
09" W, 605.17 feet, to the point of the beginning containing 4.83879
acres of land.
<TABLE>
<S> <C>
TENANT: Keyvan Rafie, a sole proprietorship LANDLORD: Met Life International Real
Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN GG
-------------------------- ---------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
------------------------- -------------------------------
Date: 5-18-92 Date: 5/29/92
------------------------ -------------------------------
</TABLE>
<PAGE> 19
EXHIBIT "B"
[GRAPH]
This Exhibit "B" is attached hereto and made a part of the Lease dated May 29
1992, by and between Met Life International Real Estate Equity Shares. Inc.,
("Landlord") and Keyvan Rafie, a sole proprietorship ("Tenant").
TENANT: Keyvan Rafie, LANDLORD: Met Life International Real
a sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN
-------------------------------- ------------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
---------------------------- ---------------------------------
Date: 5-18-92 Date: 5/29/92
----------------------------- ---------------------------------
<PAGE> 20
EXHIBIT "C"
This Exhibit "C" is attached hereto and made a part of the Lease dated May 29,
1992, by and between Met Life International Real Estate Equity Shares, Inc.,
("Landlord") and Keyvan Rafie, a sole proprietorship, ("Tenant").
Landlord, at its expense, shall prepare a plan or sets of plans (which said plan
or sets of plans, as the case may be, is hereinafter called the "Tenant
Drawings") including dimensions necessary to construct and finish the demised
premises. In accordance with the Tenant Drawings dated 4-23-92, Landlord, at
Landlord's expense, except as otherwise expressly specified in this Exhibit "C"
and in the foregoing Lease shall furnish, install in and to the demised premises
the following, all of which shall be material, manufacture, design, capacity,
finish and color of the Building Standard adopted by Landlord for the Building:
1. PARTITIONING:
(a) Drywall partitions consisting of 5/8" thickness on each side taped
and sanded to the underside of the ceiling.
(b) Partitions terminating at the Building exterior walls shall meet
either a mullion or column without interfering with access to the
peripheral enclosure.
(c) Demising partitions consisting of 5/8" thickness on each side
taped and sanded to the underside of the ceiling. Walls shall be
insulated.
2. DOORS AND HARDWARE:
(a) Suite entry door will be full height solid core, 8'4" x 3'0"
laminate wood grain veneer finish entrance door, installed in an
anodized aluminum frame, equipped with exposed closer, with a
l'0" sidelight.
All doors off the common hallways shall have heavy duty lever
handle lockset with closer.
All interior doors will be flush, solid core, "laminate, wood
grain veneer" full height 8'4" x 3'0" installed in an anodized
aluminum frame with a latch-set.
3. CEILINGS:
(a) Tegular acoustical tile, 2' x 2' on an exposed grid mounting
system installed throughout.
4. FLOOR COVERING AND BASE MOLDING:
(a) Tenant will be allowed up to $1.00 per square foot of leased area
for carpeting, vinyl base and padding or Tenant may select from
Landlord's building standard carpet selections, building standard
carpet padding is provided by Landlord.
<PAGE> 21
5. ELECTRICAL:
(a) Single pole light switches.
(b) 120 volt duplex wall receptacle outlets.
6. TELEPHONE:
(a) Building Standard wall telephone outlet with ring and pull string.
7. WINDOW COVERING:
(a) Landlord shall provide Building Standard thin line horizontal
venetian blinds on all exterior windows.
8. PAINTING:
(a) Partitions and walls shall be finished with flat latex paint.
Painting shall be in colors to be selected by Tenant from
Landlord's Building Standard color chart, not to exceed one color
per room.
9. LIGHTING:
(a) Recessed three (3) tube 2' x 4' Parabolic Building Standard
fluorescent light fixtures.
10. ENTRANCE DOOR LETTERING:
(a) The Landlord shall provide the suite number and Tenant's name
(excluding logos or names of individual officers and/or partners,
other than the actual firm name) using Landlord's Building
Standard character Building Logo.
11. HEATING/VENTILATION AND AIR CONDITIONING:
(a) Landlord will provide Building Standard heating, cooling and
circulating air equipment and controls for normal office use. The
system shall be all electric, operated and maintained by Landlord
at Landlord's expense.
(b) Any excess capacity, special controls, or exhaust required by
Tenant shall be provided by Landlord at Tenant's expense.
(c) Capability for after hours air conditioning will be provided for
by Landlord. Expense for after hours use shall be Tenant's.
<PAGE> 22
12. SPACE PLANNING:
(a) Up to two (2) preliminary architectural Tenant drawings will be
provided by the Landlord's selected architect or design firm at
Landlord's expense.
(b) Any additional preliminary drawings or any sections, elevations or
details or any specifications of non-Building Standard work shall
be at Tenant's expense.
It is agreed that the Tenant will furnish to the Landlord all information
regarding its partitioning, electrical, mechanical and telephone requirements
and all other pertinent data by not later than June 15, 1992. Within five (5)
days after Landlord's submission of working drawings, the Tenant shall approve
of said drawings in writing. In the event Tenant fails to comply with either of
the aforesaid time requirements, any delay in completing the demised premises
shall not in any manner affect the Commencement Date as provided in the
foregoing Lease, under such circumstances Landlord agrees to make the demised
premises ready for Tenant's occupancy not later than the Commencement Date,
plus the number of days resulting from Tenant's failure to comply with the
provisions of this paragraph.
If Tenant requests any additional work which is not provided for in the
aforesaid "Building Standard Tenant Allowances", Tenant will be responsible for
all costs resulting from such additional work, including architectural and
engineering charges, which costs shall be paid by Tenant on or before occupancy
of the demised premises. Tenant understands that no credits will be given for
any portion of the allowances specified above which are not required by Tenant.
If there are any changes requested by Tenant, after completion of Tenant
Drawings, Tenant will be responsible for all architectural and engineering costs
and related expenses resulting from such changes. No such changes will be made
without written approval of the Landlord and only after written request of the
Tenant to the Landlord.
Tenant agrees to pay to Landlord, promptly upon being billed therefore, the cost
of all such work, together with ten percent (10%) overhead, and ten percent
(10%) profit on such costs. Tenant will be billed for seventy-five percent (75%)
of said costs on such non-standard or additional work at the commencement of
construction of the space and twenty-five percent (25%) when work is complete,
as determined by Landlord's architect, engineer and/or contractor.
TENANT: Keyvan Rafie, a LANDLORD: Met Life International Real
sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN GG
------------------------------- -------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
---------------------------- ----------------------------
Date: 5-18-92 Date: 5/29/92
----------------------------- -----------------------------
<PAGE> 23
EXHIBIT "D"
This Exhibit "D" is attached hereto and made a part of the Lease dated May 29,
1992, by and between Met Life International Real Estate Equity Shares, Inc.,
("Landlord") and Keyvan Rafie, a sole proprietorship ("Tenant").
1. Basic Cost Increase Adjustment. The Base Rental payable hereunder
shall be adjusted from time to time in accordance with the following
provisions:
(a) The Building contains 324,668 square feet of Net Rentable Area
in aggregate. Tenant's Base Rental is based, in part, upon the estimate
that annual Basic Costs will be equal to $7.75 per square foot of Net
Rentable Area in the Building (such estimate being hereinafter referred
to as the "Expense Stop"). Tenant shall, when Landlord so requires during
the term of this lease, pay as an adjustment to Base Rental hereunder,
regardless of rental abatement, an amount (per each square foot of Net
Rentable Area within the Premises, including those portions of Common
Areas allocated to the Premises from time to time) equal to the excess
("Excess") from time to time of actual Basic Costs per square foot of Net
Rentable Area in the Building over the amount of the Expense Stop.
Landlord may collect such additional Base Rental in arrears. Landlord
shall also have the option to make a good faith estimate of the Excess
for each upcoming calendar year and may require the monthly payment of
Base Rental adjusted in accordance with such estimate. Any amounts paid
based on such an estimate shall be subject to adjustments pursuant to
Paragraph 1(b) of this Exhibit "D" when actual Basic Costs are available
for each calendar year.(1)
(b) Tenant at its' expense shall have the right no more frequently
than once per calendar year, following prior written notice to Landlord,
to audit through an independent certified public accountant reasonably
acceptable to Landlord, at Tenant's sole expense, Landlord's books and
records relating to Basic Costs during the year preceding such audit. In
the event such an audit demonstrates additional Base Rental collected for
such preceding year to be higher or lower than the amount of additional
rental paid pursuant to 1(a) above, then Landlord shall refund any
overpayment or Tenant shall pay any deficiency within ten (10) days of
such determination.
---------------------
(1) Notwithstanding the foregoing, the amount of any excess payable by
Tenant relating to Basic Costs other than property taxes and assessments
and utility costs shall not in any event increase by greater than six
percent (6%) per year.
<PAGE> 24
2. "Basic Costs" shall mean all direct and indirect costs and
expenses in each calendar year of operating, maintaining, repairing,
managing and owning (including without limitation, property taxes and
assessments) the Building and the Exterior Common Area (as defined in the
Lease to which this is Exhibit "D"). Basic Costs shall not include the
cost of any capital improvements, depreciation, interest on principal
payments on mortgage and other non-operating debts,(2) of Landlord. Basic
Costs shall, however, include the amortization of capital improvements
which are primarily for the purpose of reducing Basic Costs, or which are
required by governmental authorities.
3. Base Rental Adjustment. Effective the first day following the
expiration of each twelve (12) month period during the Lease Term, the
Base Rental shall be adjusted as follows: Successive yearly base rates
are one hundred four and one half percent (104.5%) of the previous year's
Base Rental. Landlord shall be entitled to require that the payment of
the adjustment to Base Rental provided for in this paragraph, be made in
monthly installments equal to 1/12 of such adjustment for each year
during the remainder of the Lease Term, such installments being due and
payable on the first day of each calendar month during such Year. The
Expense Stop initially stated in paragraph 1(a) hereof shall be utilized
throughout the term of this Lease for the purpose of calculating the
Excess pursuant to Paragraph 1(a) notwithstanding any adjustment to Base
Rental pursuant to this paragraph.
TENANT: Keyvan Rafie, a LANDLORD: Met Life International Real
sole proprietorship Estate Equity Shares. Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN
------------------------------- -------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
---------------------------- ---------------------------
Date: 5-18-92 Date: 5/29/92
----------------------------- -----------------------------
---------------------
(2) Marketing, other tenant improvements and leasing expenses.
<PAGE> 25
EXHIBIT "E"
This Exhibit "E" is attached hereto and made a part of the Lease dated May 29
1992, by and between Met Life International Real Estate Equity Shares, Inc.,
("Landlord") and Keyvan Rafei, a sole proprietorship ("Tenant").
RULES AND REGULATIONS
1. Sidewalks, doorways, vestibules, halls, stairways, and similar areas
shall not be obstructed nor shall refuse, furniture, boxes or other items
be placed therein by Tenant or its officers, agents, servants, and
employees, or used for any purpose other than ingress and egress to and
from the leased premises, or for going from one part of the Building to
another part of the Building. Canvassing, soliciting and peddling in the
Project are prohibited.
2. Plumbing fixtures and appliances shall be used only for the purposes for
which constructed, and no unsuitable material shall be placed therein.
3. No signs, directories, posters, advertisements, or notices shall be
painted or affixed on or to any of the windows or doors, or in corridors
or other common areas of the Building, except in such color, size, and
style, and in such places, as shall be first approved in writing by
Landlord in its reasonable discretion. One building standard suite
identification sign will be prepared by Landlord at Landlord's expense.
No additional signs shall be posted without Landlord's prior written
consent as to location and form, and the cost of preparing and posting
such signs shall be borne solely by Tenant. Landlord shall have the right
to remove all unapproved signs without notice to Tenant, at the expense
of Tenant.
4. Tenants shall not do, or permit anything to be done in or about the
Building, or bring or keep anything therein, that will in any way
increase the rate of fire or other insurance on the Building, or on
property kept therein or otherwise increase the possibility of fire or
other casualty.
5. Landlord shall have the power to prescribe the weight and position of
heavy equipment or objects which may overstress any portion of the floor.
All damage done to the Building by the improper placing of such heavy
items will be repaired at the sole expense of the responsible Tenant.
6. Tenant shall notify the Building manager when safes or other heavy
equipment are to be taken in or out of the Building, and the moving shall
be done after written permission is obtained from Landlord on such
conditions as Landlord shall require. Any moving in or moving out of
Tenant equipment, furniture, files, and/or fixtures shall be done only
with prior written notice to Landlord, and Landlord shall be entitled to
prescribe the hours of such activity, the elevators which shall be
available for such activity and shall, in addition, be entitled to place
such other reasonable conditions upon Tenant moving activities as
Landlord deems appropriate. Tenant shall bear all risk of loss relating
to damage incurred with respect to Tenant's property in the process of
such a move, and in addition, shall indemnify and hold Landlord harmless
as to all losses, damages, claims, causes of action, costs and/or
expenses relating to personal injury or property damage sustained by
Landlord or any third party on account of Tenant moving activities.
7. Corridor doors, when not in use, shall be kept closed.
<PAGE> 26
8. All deliveries must be made via the service entrance and elevators,
designated by Landlord for service, if any, during Normal Business Hours.
Landlord's written approval must be obtained for any delivery after
normal working hours.
9. Each tenant shall cooperate with Landlord's employees in keeping leased
premises neat and clean.
10. Tenant shall not cause or permit any improper noises in the Building, or
allow any unpleasant odors to emanate from the leased premises, or
otherwise unreasonably interfere, injure or annoy in any way other
tenants, or persons having business with them.
11. No animals shall be brought into or kept in or about the Building.
12. No boxes, crates or other such materials shall be stored in hallways or
other Common Areas. When Tenant must dispose of crates, boxes, etc. it
will be the responsibility of Tenant to dispose of same prior to, or
after the hours of 7:30 a.m. and 5:30 p.m., respectively, so as to avoid
having such debris visible in the Common Areas during Normal Business
Hours.
13. No machinery of any kind, other than ordinary office machines such as
typewriters, calculators, and standard office equipment shall be operated
on leased premises without the prior written consent of Landlord, nor
shall a tenant use or keep in the Building any flammable or explosive
fluid or substance (including Christmas trees and ornaments), or any
illuminating materials, except candles. No space heaters or fans shall be
operated in the Building.
14. No bicycles, motorcycles or similar vehicles will be allowed in the
Building.
15. No nails, hooks or screws shall be driven into or inserted in any part of
the Building except picture frames and as otherwise approved by Building
maintenance personnel. Nothing shall be affixed to, or made to hang from
the ceiling of the Premises without Landlord's prior written consent.
16. Landlord has the right to evacuate the Building in the event of an
emergency or catastrophe.
17. No food and/or beverages shall be distributed from Tenant's office
without prior written approval of the Building Manager.
18. No additional locks shall be placed upon any doors without the prior
written consent of the Landlord.
All necessary keys shall be furnished by Landlord, and the same shall be
surrendered upon termination of this lease, and Tenant shall then give
Landlord or his agent an explanation of the combination of all locks on
the doors or vaults. Tenant shall initially be given ten (10) keys to the
Premises by Landlord. No duplicates of such keys shall be made by Tenant.
Additional keys shall be obtained only from Landlord, at a fee to be
determined by Landlord.
<PAGE> 27
19. Tenant will not locate furnishings or cabinets adjacent to mechanical or
electrical access panels so as to prevent operating personnel from
servicing such units as routine or emergency access may require. Cost of
moving such furnishings for Landlord's access will be for Tenant's
account. The lighting and air conditioning equipment of the Building will
remain the exclusive charge of the Building designated personnel.
20. Tenant shall comply with parking rules and regulations as may be posted
and distributed from time to time.
21. No portion of the Building shall be used for the purpose of lodging
rooms.
22. Vending machines or dispensing machines of any kind will not be placed in
the leased premises by Tenant.
23. Prior written approval, which shall be at Landlord's sole discretion,
must be obtained for installation of window shades, blinds, drapes, or
any other window treatment of any kind whatsoever. Which approval will
not be unreasonably withheld. Landlord will control all internal lighting
that may be visible from the exterior of the Building and shall have the
right to change any unapproved lighting, without notice to Tenant, at
Tenant's expense.
24. No Tenant shall make any material changes or alterations to any portion
of the Building without Landlord's prior written approval, which may be
given on such conditions as Landlord may elect which shall not be
unreasonable. All such work shall be done by Landlord or by contractors
and/or workmen approved by Landlord, working under Landlord's
supervision.
25. Landlord reserves the right to rescind any of these rules and make such
other and further reasonable rules and regulations as in its reasonable
judgment shall from time to time be needful for the subject to operation
of the Building subject to the terms of this Lease, which rules shall be
binding upon each Tenant upon delivery to such Tenant of notice thereof
in writing.
<TABLE>
<S> <C>
TENANT: Keyvan Rafie, a LANDLORD: Met Life International Real
sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN GG
------------------------- -------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
---------------------- ----------------------------
Date: 5-18-92 Date: 5/29/92
----------------------- -----------------------------
</TABLE>
<PAGE> 28
EXHIBIT "F"
This Exhibit "F" is attached hereto and made a part of the Lease dated
May 29, 1992 by and between Met Life International Real Estate Equity
Shares, Inc., ("Landlord") and Keyvan Rafie, a sole proprietorship, ("Tenant").
PARKING SPACE RENTAL AGREEMENT
This Agreement is made and entered into by and between MET LIFE
INTERNATIONAL REAL ESTATE EQUITY SHARES, INC., a Delaware corporation (herein
"Landlord") and Keyvan Rafie, a sole proprietorship, (herein "Tenant").
RECITALS:
A. Landlord is "Landlord" and Tenant is "Tenant" under that certain
Lease Agreement (the "Lease") dated May 29, 1992 wherein Tenant leased from
Landlord certain premises (the "Premises") located in Landlord's office building
(the "Building") at 8330 Boone Boulevard, Vienna, Virginia, 22182.
B. Landlord desires to grant and Tenant desires to acquire the right
to use certain of the Building's parking spaces.
NOW, THEREFORE, for and in consideration of Ten and No/l00 Dollars,
($10.00) and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Landlord hereby grants Tenant license to use seventy-six (76)
parking spaces (the "Parking Spaces") located in the Building garage at no
additional expense to Tenant for the initial term of this Lease, for the purpose
of parking motor vehicles for a term commencing on July 1, 1992 and terminating
upon termination or expiration of the Lease for whatever reason.
2. In addition, Landlord hereby grants Tenant license to use fourteen
(14) parking spaces (the "Parking Spaces") located in the Building garage for
the initial term of this Lease, for the purpose of parking motor vehicles for a
term commencing on July 1, 1992 and terminating upon termination or expiration
of the Lease for whatever reason. Tenant hereby agrees to pay an initial rental
fee of $25.00 per month for each of the Parking Spaces, which fee shall be
payable monthly in advance on or before the first day of each month throughout
the initial term of the Lease.
3. All motor vehicles (including all contents thereof) shall be
parked in all spaces leased hereunder at the sole risk of the owner thereof, it
being expressly agreed and understood that Landlord has no duty to insure any of
said motor vehicles (including the contents thereof), and that Landlord is not
responsible for the protection and/or security of such vehicles. Landlord shall
have no liability whatsoever to Tenant for any
-----------------
(3) Two (2) of the seventy six (76) parking spaces shall be reserved for
"Rafie & Associates".
<PAGE> 29
property damage and/or personal injury which might occur as a result of or in
connection with the parking of said motor vehicles in any of said spaces, and
Tenant hereby agrees to indemnify and hold Landlord harmless from and against
any and all costs, claims, expenses, and/or causes of action (including
reasonable attorney's fees) which Landlord may incur in connection with or
arising out of Tenant's use of said spaces pursuant to this Agreement.
4. It is further agreed that this Agreement shall not be deemed to
create a bailment between the parties hereto, it being expressly agreed and
understood that the only relationship created between Landlord and Tenant hereby
is that of licensor and licensee, respectively.
5. In its use of the spaces, Tenant shall follow all of the rules of
the Building applicable thereto, as the same may be reasonably amended from time
to time. Upon the occurrence of any breach of such rules, or default by Tenant
pursuant to Section 26 of this Lease, or under this Agreement, Landlord shall be
entitled to terminate this Agreement, in which event Tenant's right to utilize
any and all of the spaces leased hereunder shall thereupon cease.
6. In the event of substantial casualty damage to the parking garage
located within the Project (the "Garage") which in accordance with Section 23 of
this Lease makes it impossible or impractical for Landlord economically to
comply with this Agreement, this license shall terminate upon and as of the
date of such casualty. If the Garage (or a portion thereof) or any part of the
real property upon which the Garage is situated is taken by governmental or
quasi-governmental action or sale in lieu thereof and such taking or sale makes
it impractical or impossible for Landlord economically to comply with this
Agreement, this Agreement shall terminate as of the date of such taking or sale.
7. To further insure that only those parties leasing Parking Spaces
are utilizing such parking spaces, Tenant shall provide Landlord with a complete
list of the names of all of Tenant's employees issued security access cards,
which list shall contain the corresponding license plate numbers of those
automobiles owned, leased or used by each of said employees. Such list shall be
updated by Tenant periodically, as necessary, and shall contain a specific
designation as to which automobiles of which employees have been issued decals
for Parking Spaces. Tenant hereby agrees to pay all amounts falling due
hereunder upon demand therefore, and the failure to pay any such amount shall
additionally be deemed an event of default under the Lease, entitling Landlord
to all of its right and remedies thereunder.
TENANT: Keyvan Rafie, a LANDLORD: Met Life International Real
sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN GG
-------------------------- ---------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
----------------------- -------------------------------
Date: 5-18-92 Date: 5/29/92
------------------------ -------------------------------
<PAGE> 30
EXHIBIT "G"
TERMINATION OPTION
Tenant shall have the one (1) time option to terminate this Lease on the last
day of the ninety-sixth (96th) month of the Lease Term provided that (i) Tenant
is not then nor has ever been in material default of any of the terms and
conditions under this Lease, (ii) Tenant provides Landlord with at least two
hundred seventy (270) days prior written notice of such termination, and (iii)
Tenant shall pay a cash termination fee equal to $300,000.00 (representing
unamortized costs (i.e., above standard improvements, commissions and rental
concessions)) submitted with written notice. In the event Tenant is not in
default of any of the obligations of this Lease and Tenant does not exercise
this Option to Terminate under the terms and conditions mentioned above,
Tenant's lease shall remain in full force for the remainder of the Lease Term.
<TABLE>
<S> <C>
TENANT: Keyvan Rafie, a LANDORD: Met International Real
sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By /s/ MICHAEL J. CURRAN GG
----------------------------- ---------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
--------------------------- ------------------------------
Date: 5-18-92 Date: 5/29/92
---------------------------- -------------------------------
</TABLE>
<PAGE> 31
EXHIBIT "H"
EXPANSION SPACE
Tenant shall have the following rights to lease additional space in the
Building, subject to the following term and conditions:
1. The Expansion Space
(A) Tenant shall have the right to lease a block of approximately
5,000 s.f. square feet [plus or minus twenty percent (20%)] of Net Rentable Area
in the Building ("The Expansion Space"). The Expansion Space shall be made
available to Tenant no earlier than the first day of the forty-eighth (48th)
month of the Lease Term and no later than the last day of the seventy-second
(72nd) month of the Lease Term. On or before the first day of the thirty-sixth
(36th) month of the Lease Term, Landlord shall provide Tenant with a written
notice stating: (i) the exact location of The Expansion Space (to be
cross-hatched on a floor plan of the Building); (ii) the exact Net Rentable Area
of The Expansion Space that will be available; and (iii) the date during The
Expansion Period that The Expansion Space will be available for Tenant's
occupancy ("The Expansion Space Availability Date"). Tenant shall provide
Landlord with written notice of its election to exercise this option, or its
rejection thereof, at least nine (9) months prior to The Expansion Space
Availability Date. Tenant hereby agrees that it will act reasonably with respect
to Landlord's ability to deliver the exact square footage described above for
The Expansion Space.
(B) The annual base rental payable for The Expansion Space shall be at
the prevailing market rate of comparable space in the building as of The
Expansion Space Availability Date.
(C) Within seven (7) days following Tenant's exercise of its option to
lease The Expansion Space, Landlord and Tenant shall execute an amendment ("The
Amendment") to this Lease incorporating The Expansion Space into the Premises,
and setting forth the provisions contained in Subparagraph 1(B) above. Tenant's
failure to execute The Amendment within such seven (7) day period for any reason
other than Landlord's failure to provide such Amendment to Tenant, shall
constitute a waiver of the option granted in this Section 1.
<PAGE> 32
2. Improvements
In the event Tenant's Expansion Space has either: (i) never been built
out; or (ii) demolished for whatever reason, the Landlord shall provide Tenant
a Building Standard work letter consistent with Exhibit "C" attached hereto. In
the event Tenant's Expansion Space has been previously built out for office use,
then Tenant shall accept said Expansion Space in it's present "as is" condition.
<TABLE>
<S> <C>
TENANT: Keyvan Rafie, a LANDLORD: Met Life International Real
sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ Keyvan Rafie By: /s/ Michael J. Curran GG
------------------------ --------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
--------------------- ------------------------------
Date: 5-18-92 Date: 5/29/92
---------------------- -------------------------------
</TABLE>
<PAGE> 33
EXHIBIT "I"
RENEWAL OPTION
Tenant shall have the following option (the "Option") to renew this Lease:
Tenant may, by notifying Landlord of it's election in writing at least twelve
(12) months prior to the end of the Lease Term, renew this Lease for an
additional lease term (the "Second Lease Term") beginning on the day next
following the expiration date of the Lease Term and continuing for five (5)
years thereafter. Such renewal shall be on all of the terms and conditions of
this Lease which are not inconsistent herewith, except that the rentals payable
during the Second Lease Term shall be at the then prevailing market rental rate
of comparable space within the Building as of the date of renewals, less five
percent (5 %). In no event, however, shall the rental rate for the Second Lease
Term be less than the rental rate for the Initial Lease Term.
Failure by Tenant to notify Landlord of Tenant's election to exercise this
renewal option herein granted within the time limited set forth for such
exercise shall constitute a waiver of such Option.
For the purposes of determining the prevailing market rate of the Premises (the
"Market Rate") for the renewal terms, Landlord and Tenant agree to the following
procedure:
(i) The Market Rate shall be determined by Landlord and Tenant during
the period of the first three months following Tenant's notice to Landlord that
Tenant elects to exercise its option to extend the Lease for a renewal term; and
(ii) In the event Landlord and Tenant are unable to agree upon the
Market Rate of the Premises during said three month period; then the same shall
be determined by arbitration in the following manner:
FIRST: Landlord and Tenant shall each appoint a fit and impartial
person as arbiter who shall have had at least ten (10) years of
experience in the County Fairfax in a calling connected with the subject
matter of the dispute. Such appointment shall be signified in writing by
each party to the other, and the arbiters so appointed, in the event of
their failure to agree within thirty (30) days upon the matter so
submitted, shall appoint an umpire.
SECOND: In the case of failure of such arbiters to agree and their
failure to agree upon an umpire, then such umpire shall be appointed by
the American Arbitration Association from its qualified panel of
arbitrators, and shall be a person having at least ten (10) years
experience as to the subject matter in question.
THIRD: In case either Landlord or Tenant shall fail to appoint an
arbiter, as aforesaid, within a person of twenty (20) days after written
notice from the other party to make such appointment, than the arbiter
appointed by the party no in default hereunder shall appoint a second
arbiter and the two so appointed shall, in the event of their failure to
agree upon a decision within ten (10) days thereafter, appoint an umpire.
<PAGE> 34
FOURTH: The arbiters and umpire, after being duly sworn to perform
their duties with impartiality and fidelity, shall proceed with all
reasonable dispatch to determine the questions submitted. The decision of
the arbiters and umpire, as the case may be, shall in any event be
rendered within thirty (30) days after their appointment, and such
decision shall be in writing and in duplicate, one counterpart thereof to
be delivered to each of the parties.
FIFTH: The arbitration shall be conducted in accordance with the
rules of the American Arbitration Association, and the award of the
arbitrators shall be binding, final and conclusive on the parties. The
fees of the arbiters and umpire and the expenses incident to the
proceedings shall be borne equally between Landlord and Tenant. The fees
of respective counsel engaged by the parties, and the fees of expert
witnesses and other witnesses called for by the parties shall be paid by
the respective party engaging such counsel or calling or engaging such
witnesses.
SIXTH: The arbiters and umpire, as the case may be, shall have not
authority to modify, change or amend any of the terms, covenants and
conditions of this Lease, and shall be limited to making a determination
of the then Market Rate of the Premises.
TENANT: Keyvan Rafie, a LANDLORD: Met Life International Real
sole proprietorship Estate Equity Shares, Inc., a Delaware
corporation
By: /s/ KEYVAN RAFIE By: /s/ MICHAEL J. CURRAN GG
------------------------------- -------------------------------
Keyvan Rafie Michael J. Curran
Title: A Sole Proprietorship Title: Assistant Vice President
---------------------------- ---------------------------
Date: 5-18-92 Date: 5/29/92
----------------------------- -----------------------------
<PAGE> 35
EXHIBIT "J"
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is made as of the 29th day of May,
l992 by and between MET LIFE INTERNATIONAL REAL ESTATE EQUITY SHARES, INC., a
Delaware corporation ("Landlord"), and KEYVAN RAFIE, a sole proprietorship
("Tenant").
Recitals:
R-1. Landlord, as landlord, and Tenant, as tenant, have entered into a certain
lease (the "Lease") dated of even date herewith covering certain premises more
particularly described in Exhibit "B" of the Lease in the building located at
8330 Boone Boulevard, Vienna, in Fairfax, Virginia.
R-2. Tenant is currently party as tenant to that certain office Lease (also
referred to in said Office Lease as the "Standard Office Lease" and the
"Agreement of Lease", but herein referred to as the Tycon Lease) dated the 30th
day of November 1987, by and between Tenant and J.T.L. Tycon Towers I Limited
Partnership ("J.T.L."), a Virginia Limited Partnership, as landlord, covering
premises (the "Tycon Premises") known as Suite 1300 in the building located at
8000 Towers Crescent Drive, Vienna, Virginia, as amended by Lease Addendum dated
the 30th day of November, 1987.
R-3. To induce Tenant to enter into the Lease, Landlord has agreed to indemnify
Tenant from liability for monthly rent and its proportionate share of operating
costs and expenses under the Tycon Lease from and after the later to occur (the
"Indemnity Commencement Date") of (i) the commencement date of the Lease or (ii)
the date Tenant vacates the Tycon Premises, subject to the terms and conditions
of this Agreement.
R-4. The parties desire to enter into this Agreement to set forth their
respective rights and obligations with respect to the Tycon Lease.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements of the parties, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties undertake
as follows:
Agreement:
1. Recitals. The foregoing Recitals are a material part of this Agreement
and are incorporated herein by reference.
2. Indemnity. Subject to compliance by Tenant with all of its obligations
under this Agreement and the Lease, Landlord hereby indemnifies and holds
harmless Tenant from and against its obligations under the Tycon Lease, coming
due subsequent to the Indemnity Commencement Date, to pay the monthly rent and
the Tenant's proportionate share of operating costs and expenses under the Tycon
Lease, less the amount of any payments made by any subtenant or assignee on
account of such rent or other charges. Notwithstanding that Landlord may from
time to time make payments of rent due under the Tycon Lease directly to J.T.L.
on behalf of Tenant, such payments shall not be construed, nor shall the same be
deemed, as an assumption of, nor of Landlord's intent or desire to assume, nor
as an acceptance of an assignment by Tenant of, the Tycon Lease.
<PAGE> 36
3. Management Agent.
(a) Tenant hereby appoints Landlord as Tenant's agent for the purpose
of locating and entering into subleases or assignments of all or portions of the
Tycon Premises, and for the purposes of acting as Tenant's managing agent for
the collection of sub-rents and other payments due under any subleases and
assignments enforcement of subleases and assignments, and taking such action as
may be necessary under any sublease or assignment in furtherance of performance
hereunder. Landlord hereby accepts such appointment.
(b) Upon request by Landlord, Tenant shall provide written notice to
J.T.L. and its managing agent of the appointment by Tenant of Landlord as its
agent for the purposes described herein.
(c) It is the intent of the parties that Landlord shall have the right
to manage and control the Tycon Premises and the subleasing and assignment
thereof, and have full and complete information with respect to such premises
and their use and occupancy, in order that Landlord shall have all opportunity
to mitigate and control its indemnity obligations. Any action or omission by
Tenant which is inconsistent with such intent (including without limitation
direct dealings with any subleases or assignee without Landlord's approval, or
termination of this agency) shall upon five (5) business days written notice
discharge Landlord from its obligations under this Agreement.
4. Condition of Premises. Until the commencement date of the Lease, Tenant
will maintain the Tycon Premises in a good and orderly condition, in compliance
with all terms of the Tycon Lease, and shall not remove therefrom any bathroom
fixtures, lighting fixtures, finishes, millwork, floor covering and similar
items, without the prior written consent of Landlord, which consent may be
granted or withheld by Landlord in its discretion. As soon as is reasonably
possible after the commencement date of the Lease, Tenant will vacate the Tycon
Premises, leaving the same vacant or Tenant's personal property and equipment,
in broom-clean condition, and in condition suitable for showing to prospective
subtenants or assignees thereof.
5. Cooperation.
(a) Tenant shall cooperate with and assist Landlord in effecting an
assignment of subletting of all or portions of the Tycon Premises to assignee(s)
or subtenant(s) identified by Landlord, including without limitation, assistance
in obtaining such consents as may be necessary from J.T.L., its agents,
successors or assigns, and providing access for the purpose of showing the Tycon
Premises to prospective assignees and subtenants.
(b) Within five (5) business days after request therefor by Landlord,
Tenant shall execute such assignments and/or subleases to assignee(s) and
subtenant(s) identified by Landlord, it being understood that, as between Tenant
and Landlord, Tenant, unless this Agreement is terminated as herein provided,
shall not be responsible for fulfilling any economic obligations in the nature
of inducements in connection with any such assignment or sublease. The parties
agree that the form of assignment attached hereto as Exhibit "A" and the form of
sublease attached hereto as Exhibit "B", with such modifications as may be
necessary to implement a particular transaction, are acceptable.
(c) In the event Tenant receives any notices from any assignee or
subtenant, it shall immediately provide copies thereof to Landlord. Tenant shall
not deliver any notices or other communications to any assignee or subtenant
without prior approval of or being requested to do so by Landlord.
<PAGE> 37
(d) Any sublease or assignment payments made to Tenant shall be
forthwith remitted to Landlord.
(e) In the event Tenant acquires knowledge of any default of
threatened default of any assignee or subtenant, it shall promptly advise
Landlord of the nature and circumstances thereof, to the full extent of Tenant's
knowledge.
6. Lease Status. Tenant will fully comply with and keep the Tycon Lease in
full force and effect. Tenant will promptly provide Landlord with copies of all
notices and other communications from J.T.L., its agents, successors or assigns,
and shall deliver such notices and take such action with respect thereto as
Landlord may direct. Without limiting the generality of the foregoing, all
notices and statements of any increases in operating costs and expenses and
other notices of any change in terms, conditions or operations shall be timely
delivered promptly. Landlord shall have the right, by notice to Tenant, to cause
Tenant to exercise any of its rights any remedies under the Tycon Lease,
including without limitation the right of audit statements to operating costs
and expenses and the right to exercise options to renew. Provided Tenant
complies with provisions outlined above and Tenant provides Landlord with
adequate notice of monetary obligation Landlord shall incur the expenses of
compliance.
7. Representations. Tenant represents and warrants to Landlord, as a
material inducement for Landlord entering into this Agreement, that as of the
date of this Agreement:
(a) The Tycon Lease is in full force and effect and there exists no
default thereunder by any party which, with the giving of notice or the passage
of time, would entitle any party to terminate the same;
(b) Attached hereto as Exhibit "C" is a true and complete copy of the
Tycon Lease, with all amendments and modifications thereof;
(c) Except as set forth in Exhibit "C", the Tycon Lease has not been
modified or amended;
(d) Attached hereto as Exhibit "D" are true and complete copies of all
notices, communications, statements of operating costs and expenses and
adjustments of rent, audit reports, and all other written materials received
from J.T.L. and its managing agent in Tenant's possession;
(e) Attached hereto as Exhibit "E" are true and complete records of
Tenant's share and amounts of operating costs and expenses passed through to
Tenant under the Tycon Lease.
8. Rent Prior to Indemnity Commencement. In all events Tenant shall be
responsible for payment of all rent and its proportionate share of operating
costs and expenses accrued under the Tycon Lease until the Indemnity
Commencement Date. Such payments shall be made to as specified in the Tycon
Lease and in accordance therewith, and Tenant shall provide Landlord with
reasonably satisfactory documentary evidence of such payment.
9. Termination; Discharge. Landlord shall be discharged from its indemnity
obligations hereunder, and this Agreement shall terminate, upon (a) any breach
by Tenant of the Lease and the exercise of any remedies thereunder and failure
to cure any such breach within the applicable notice provisions; (b) any breach
by Tenant of its obligations hereunder, or (c) any termination of the Tycon
Lease; provided that Landlord is not responsible for such Termination.
<PAGE> 38
10. No Third-Party Benefits. The provisions of this Agreement are as between
Landlord and Tenant only and no third party (including without limitation
J.T.L., its managing agent, and its successors and assigns) is intended to be
benefitted hereby.
11. Independent Covenants. Except to the extent that a breach of the Lease
may operate to terminate this Agreement under subclause (a) of Paragraph 9
above, the covenants and undertakings of the parties set forth herein are
independent of the obligations of the parties under the Lease, and the covenants
and undertakings of the parties set forth in the Lease are independent of the
obligations of the parties under this Agreement.
12. Notices. All notices permitted or required to be given hereunder shall be
effective upon delivery in the manner and to the parties as provided in the
Lease.
13. Governing Law. This Agreement is intended to be performed in the
Commonwealth of Virginia and shall be governed by the substantive laws of such
jurisdiction.
14. Waiver of Jury Trial. In the event of any dispute under this Agreement,
the parties desire that such dispute be tried as to factual matters by a judge,
and not by a jury. Accordingly, each party hereto fully and freely waives trail
by jury in any action, proceeding or counterclaim brought or asserted by either
of the parties hereto against the other.
15. Assignment. This Agreement is personal between the parties. Tenant shall
not assign any of its rights or obligations under this Agreement without the
written consent of Landlord; any attempted assignment shall be void without such
consent, and shall further constitute a breach of Tenant's obligations
hereunder, terminating Landlord's obligations under this Agreement.
16. Modifications and Waivers. No modifications, waiver, amendment, or change
of this Agreement, except as otherwise provided herein, shall be valid unless
the same is in writing and signed by the party against which the enforcement of
such modification, waiver, amendment, or change is sought. This Agreement
contains the entire agreement between the parties relating to the subject matter
hereof, and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged herein.
17. Exhibits. All exhibits referred to herein and attached hereto are
incorporated by reference into this Agreement.
18. Construction. Each party hereto and its counsel has reviewed and revised
(or requested revisions of) this Agreement, and the normal rule of construction
that any ambiguities are to be resolved against the drafting party shall not be
applicable in the construction and interpretation of this Agreement.
19. Captions. The captions of this Agreement are inserted for convenience of
reference only and do not define, describe or limit the scope or the intent of
this Agreement or any term hereof.
<PAGE> 39
20. Counterparts; Form of Execution. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
persons duly authorized to bind them to their respective obligations hereunder.
WITNESS: MET LIFE INTERNATIONAL REAL ESTATE EQUITY
SHARES, INC., a Delaware corporation
By: /s/ Michael J. Curran GG
-----------------------------------
Michael J. Curran,
Title: Assistant Vice President
--------------------------------
Date: 5/29/92
--------------------------------
/s/ Gail E. Griffith
---------------------------
Name: Gail Griffith
----------------------
Date: 5-29-92
----------------------
WITNESS: KEYVAN RAFIE, a sole proprietorship
By: /s/ Keyvan Rafie
----------------------------------
Keyvan Rafie
Title: A Sole Proprietorship
-------------------------------
Date: 5-18-92
-------------------------------
/s/ Alexandria P. West
----------------------------
Name: Alexandria P. West
-----------------------
Date: 5-18-92
-----------------------
<PAGE> 40
LIST OF EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit "A" - Form of Assignment
Exhibit "B" - Form of Sublease
Exhibit "C" - Complete copy of the Lease with all attachments
Exhibit "D" - Copies of all: notices; communications; statements of operating costs
and adjustments of rent; audit reports; and all other written
materials received from J.T.L. and its managing agent.
Exhibit "E" - Complete records of Tenant's share and amounts of operating costs
and expenses passed through to Tenant under the Tycon Lease.
</TABLE>
<PAGE> 41
EXHIBIT "A"
of Indemnity Agreement by and between Met Life International
Real Estate Equity Shares, Inc. and Keyvan Rafei dated, May 29, 1992.
(PARTIAL) ASSIGNMENT AND ASSUMPTION OF
LESSEE'S INTEREST UNDER LEASE
This (Partial) Assignment and Assumption of Lessee's Interest Under Lease (the
"Assignment") is entered into as of this _____ day of __________, 1992, but
effective for all purposes as of __________,1992 (the "Effective Date"), by and
between Keyvan Rafei ("Assignor") and ______________________,("Assignee").
RECITALS
R-l. Assignor is currently party as tenant to that certain Office Lease
(also referred to in said Office Lease as the "Standard Office Lease" and the
"Agreement of Lease", but herein referred to as the "Tycon Lease") dated the
30th day of November, 1987, by and between Assignor and J.T.L. Tycon Towers I
Limited Partnership ("J.T.L."), a Virginia Limited Partnership, as Landlord,
covering premises (the "Tycon Premises") known as Suite 1300 in the building
located at 8000 Towers Crescent Drive, Vienna, Virginia, as amended by Lease
Addendum dated the 30th day of November, 1987. A true copy of the Tycon Lease is
attached hereto as Exhibit A.
R-2. Assignor desires to assign to Assignee (the below-described
portion of) its right, title and interest in and to the Tycon Lease and the
Tycon Premises (the "Assigned Interest") upon the terms and conditions hereunder
set forth.
R-3. Assignee desires to accept such assignment and to assume the
obligations of Assignor as tenant with respect to the Assigned Interest, and to
be bound in Assignor's stead to the terms of the Tycon Lease with respect to the
Assigned Interest.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiently of which are hereby acknowledged, the parties agree as follows:
1. The above recitations, which are incorporated herein by this
reference, are true and correct.
2. Assignor hereby assigns, sets over and transfers unto Assignee
(all of its right, title and interest in and to the Tycon Lease) (a portion of
its right, title and interest in and to the Tycon Premises and the Tycon Lease,
more particularly described as follows:) (IF PARTIAL ASSIGNMENT, DESCRIBE TERM
OR PORTION OF PREMISES AND/OR LEASEHOLD BEING ASSIGNED).
<PAGE> 42
3. Assignee hereby accepts the foregoing assignment and the Assigned
Interest and to assume the obligations concomitant therewith, and covenants and
agrees to be bound by all of the terms, covenants and conditions of the Tycon
Lease, and to hold Assignee harmless from any loss or cost whatsoever arising
from or relating to a breach by Assignee of the foregoing covenant, subject only
to the following:
(LIST ANY OBLIGATIONS OF TENANT UNDER TYCON LEASE WHICH WILL NOT BE ASSUMED BY
ASSIGNEE)
4. All exhibits attached hereto are by this reference incorporated
herein to the same effect as if fully set forth herein.
5. This Assignment contains the entire agreement of the parties
hereto; all other agreements and understandings, whether oral or written, are
hereby merged into this Assignment and are of no force or effect except as so
merged.
IN WITNESS WHEREOF, Assignor has executed this Assignment in the presence
of the undersigned witness as of the day and year first above-written, and
Assignee has caused this Assignment to be executed by _____________, its
____________, and its corporate seal to be hereunder affixed and attested by
____________________, its (Assistant) Secretary, and Assignee does hereby
appoint the said ______________ and ________________ as its true and lawful
attorney-in-fact to execute and deliver this Assignment as Assignee's act and
deed as of the day and year first above-written.
<TABLE>
<S> <C>
ASSIGNOR:
WITNESS: KEYVAN RAFEI
[SIG] /s/ KEYVAN RAFEI
--------------------------- --------------------------------
Name Keyvan Rafei
Date: 5/28/92 Date: May/28/92
---------------------- ---------------------------
ATTEST: ASSIGNEE:
--------------------------------
---------------------------
Name
By:
-----------------------------
Date:
----------------------
Title:
--------------------------
(Corporate Seal) Date:
---------------------------
</TABLE>
<PAGE> 43
EXHIBIT "B"
of Indemnity Agreement dated May 29, 1992 by and between
Met Life International Equity Shares, Inc. and Keyvan Rafei
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT, made and entered into this ___ day of __________,
1992, between ___________________, ("Tenant") and ________________,
("Subtenant").
WITNESSETH:
WHEREAS, Tenant is in rightful possession of the premises known as
__________________ located at __________, designated as the ________ floor,
under the __________________ Lease Agreement dated, __________, a copy of which
Lease is attached hereto, marked as Exhibit "A" and made a part of this
Sublease Agreement; and
WHEREAS, Tenant wishes to sublease Suite __ of the above premises to the
Subtenant on the terms stated herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. PREMISES
The Tenant hereby subleases to the Subtenants, and the Subtenant hereby
hires and leases from the Tenant, approximately _______ square feet of the
premises described in the Lease marked as Exhibit "A" which is herein
referred to as the "Subleased Premises".
2. TERM
The term of the Sublease shall be for a period of___________ months
commencing on _________ and ending on ____________.
3. RENT
Rent for the first year is to be __________________ per month payable on
the first (1st) day of each month. In addition, Subtenant agrees to pay to
Tenant the first (1st) month's rent in full immediately upon execution of this
Sublease Agreement. The rent for the second (2nd) year of the Sublease shall be
increased by ___ percent requiring payment of _______________ per month. There
shall be a four percent (4%) late charge for rent not received on or prior to
the due date for each month's rent.
<PAGE> 44
4. ALTERATIONS
The Subtenant may not modify the building design of the Subleased
premises without prior written approval by Tenant, which approval shall not be
unreasonably withheld. Subtenant must additionally coordinate any such building
design modification with ____________________, ("Landlord"). Subtenant shall be
solely responsible for the expense of any approved building design
modifications. Sublessee reserves the right to modify the existing suite entry,
with appropriate Landlord approval. Sublessor shall not be required to return
the suite to its original condition for approved alterations.
5. PARKING
During the term of this Sublease and during any extension of this
Sublease, Subtenant shall have the license to use ________ parking spaces in the
building garage at no charge.
SUBLESSOR:
BY:
-------------------------------
TITLE:
----------------------------
DATE:
-----------------------------
SUBLESSEE:
BY:
-------------------------------
TITLE:
----------------------------
DATE:
-----------------------------
CONSENT OF LANDLORD
The undersigned is the Landlord under the within described Lease. The
undersigned hereby consents to this Assignment and expressly releases
_______________ from any further liability or obligation as Tenant under the
terms of the Lease.
LANDLORD:
BY:
------------------------------
TITLE:
---------------------------
DATE:
-----------------------------
