Office Lease Agreement (2004)Full Document 

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                     II LLC AND DIGITAL SUPPORT CORPORATION

                                                                        12/21/00

                             OFFICE LEASE AGREEMENT

                                 BY AND BETWEEN

                         FJ DULLES BUSINESS PARK II LLC

                                  (as Landlord)

                                       And

                           DIGITAL SUPPORT CORPORATION

                                   (as Tenant)

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                   <C>
ARTICLE I      DEFINITIONS .....................................................       1
ARTICLE II     PREMISES ........................................................       2
ARTICLE III    TERM ............................................................       2
ARTICLE IV     BASE RENT .......................................................       4
ARTICLE V      COMMON AREA MAINTENANCE EXPENSES AND REAL ESTATE TAXES ..........       5
ARTICLE VI     USE OF PREMISES .................................................       7
ARTICLE VII    ASSIGNMENT AND SUBLETTING .......................................       9
ARTICLE VIII   MAINTENANCE AND REPAIRS .........................................      12
ARTICLE IX     ALTERATIONS .....................................................      12
ARTICLE X      SIGNS ...........................................................      15
ARTICLE XI     SECURITY DEPOSIT ................................................      16
ARTICLE XII    INSPECTION ......................................................      18
ARTICLE XIII   INSURANCE .......................................................      18
ARTICLE XIV    SERVICES AND UTILITIES ..........................................      19
ARTICLE XV     LIABILITY OF LANDLORD ...........................................      20
ARTICLE XVI    RULES ...........................................................      21
ARTICLE XVII   DAMAGE OR DESTRUCTION ...........................................      21
ARTICLE XVIII  CONDEMNATION ....................................................      22
ARTICLE XIX    DEFAULT .........................................................      22
ARTICLE XX     BANKRUPTCY ......................................................      25
ARTICLE XXI    SUBORDINATION ...................................................      26
ARTICLE XXII   HOLDING OVER ....................................................      27
ARTICLE XXIII  COVENANTS OF LANDLORD ...........................................      27
ARTICLE XXIV   PARKING .........................................................      28
ARTICLE XXV    ESTOPPELS .......................................................      29
ARTICLE XXVI   GENERAL PROVISIONS ..............................................      30
</TABLE>

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EXHIBIT A - Plan Showing Premises
EXHIBIT B - Work Agreement
EXHIBIT B-1 - Construction Schedule
EXHIBIT C - Rules
EXHIBIT D - Certificate Affirming Lease Commencement Date
EXHIBIT E - Base Rent Schedule
EXHIBIT F - Protective Covenants
EXHIBIT G - Location of Reserved Parking Spaces
EXHIBIT H - Form of Letter of Credit

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                             OFFICE LEASE AGREEMENT

         THIS OFFICE LEASE AGREEMENT (this LEASE) is dated as of the 4th day of
January 2001 by and between FJ DULLES BUSINESS PARK II LLC, a Virginia limited
liability company ("LANDLORD"), and DIGITAL SUPPORT CORPORATION, a Virginia
corporation ("TENANT").

                                    ARTICLE I
                                   DEFINITIONS

1.1      Building: a one (1) story building containing approximately forty-four
thousand four hundred fifty-three (44,453) square feet of total rentable area as
of the date hereof and located at 3863 Centerview Drive, Chantilly, Virginia.

1.2      Premises: approximately seventeen thousand nine hundred fifty-seven
(17,957) square feet of rentable area located in the Building, as more
particularly designated on Exhibit A.

1.3      Lease Term: one hundred twenty (120) months.

1.4      Anticipated Lease Commencement Date: June 1, 2001.

1.5      Base Rent: Two Hundred Seventy-Eight Thousand Three Hundred
Thirty-Three and 50/100 Dollars ($278,333.50) for the first Lease Year, divided
into twelve (12) equal monthly installments of Twenty-Three Thousand One Hundred
Ninety-Four and 46/100 Dollars ($23,194.46) for the first Lease Year.

1.6      Base Rent Annual Escalation Percentage: three percent (3%).

1.7      [Intentionally omitted.]

1.8      [Intentionally omitted.]

1.9      Security Deposit Amount: One Hundred Thousand Dollars ($100,000.00), as
adjusted from time to time pursuant to Section 11.1 hereof.

1.10     Brokers: Trammell Crow Real Estate Services, Inc., as agent of
Landlord, and Spaulding & Slye LLC, as agent of Tenant.

1.11     Tenant Notice Address: 14301 D Sullyfield Circle, Chantilly, Virginia
20151-1630 until Tenant has commenced beneficial use of the Premises, and at the
Premises, after Tenant has commenced beneficial use of the Premises, with a copy
to Mr. Marc Busman at the address set forth in Section 26.4 hereof.

1.12     Landlord Notice Address: FJ Dulles Business Park II LLC, c/o Buvermo
Properties, Inc., 1901 N. Moore Street, Suite 804, Arlington, Virginia 22209,
Attention: Portfolio Manager-Dulles Business Park, with copies to: The JBG
Companies, 5301 Wisconsin Avenue, N.W., Suite 300, Washington, D.C. 20015,
Attention: Ms. Sharon M. Oliver.

1.13     Landlord Payment Address: FJ Dulles Business Park II LLC and delivered
to Trammell Crow Company at the following address: 14595 Arion Parkway, Suite
900, Chantilly, Virginia 20151, Attention: Dulles Business Park Property
Manager.

1.14     [Intentionally omitted.]

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1.15     Guarantor(s): None.

1.16     Complex: that certain complex [of which the Building and the Land (as
hereinafter deemed) are a part] of buildings known as "DULLES BUSINESS PARK,"
and including all easements, rights, and appurtenances thereto (including
private streets, storm detention facilities, and any other service facilities),
as more fully described in that certain Declaration for Protective Covenants and
Restrictions for Dulles Business Park dated October 25, 1984, as amended (the
"PROTECTIVE COVENANTS"), adopted by Fidelio Properties as sole owner of the
Complex (said Fidelio Properties, together with its successors and assigns,
being hereinafter collectively referred to as the "DECLARANT"), a copy of which
Protective Covenants as they exist on the date of execution of this Lease is
attached hereto as Exhibit F and made a part hereof.

1.17     Common Areas: those areas, components and systems of the Building and
the Land or any combination of the foregoing, as the case may be, which serve,
or which are made available by Landlord for use by, Tenant in common with
Landlord, other tenants of the Building and the employees, agents and invitees
of Landlord and of such other tenants.

                                   ARTICLE II
                                    PREMISES

2.1      Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord for the term and upon the conditions and covenants set forth in
this Lease. Tenant will have the non-exclusive right to use the common and
public areas of the Building (including, but not limited to, Tenant's
proportionate share of the space in the telephone room and electrical room
serving the Premises). Except as may otherwise be expressly provided in this
Lease, the lease of the Premises does not include the right to use the roof,
mechanical rooms, electrical closets, janitorial closets, telephone rooms,
parking areas or other non-common or non-public areas of the Building.

2.2      The rentable area in the Building and in the Premises shall be
determined by Landlord's architect in accordance with the Building Owners and
Managers Association International Standard Method for Measuring Floor Area in
Office Buildings, ANSI/BONA Z65.1-1996. Landlord shall have the option,
exercisable by written notice to Tenant at any time during the Term, to have the
rentable floor area of the Premises remeasured by Landlord's architect in the
manner described above or any successor thereto irrespective of whether any
option to expand or contract the Premises is exercised by Tenant. Upon such
remeasurement by the Landlord's architect, Landlord may, at its option, give
Tenant written notice of the rentable floor area so determined, in which event
the rentable area as thus remeasured shall be deemed to be the rentable floor
area of the Premises for all purposes of this Lease, all Rent theretofore paid
by Tenant to Landlord during the Term shall be retroactively adjusted, and any
deficiency shall be paid by Tenant to Landlord within thirty (30) days after
Landlord's notice to Tenant setting forth the rentable floor area of the
Premises.

                                   ARTICLE III
                                      TERM

3.1      All of the provisions of this Lease shall be in full force and effect
from and after the date first above written. The Lease Term shall commence on
the Lease Commencement Date specified in Section 3.2. If the Lease Commencement
Date is not the first day of a month, then the Lease Term shall be the period
set forth in Section 1.3 plus the partial month in which the Lease Commencement
Date occurs. The Lease Term shall also include any properly exercised renewal or
extension of the term of this Lease which is specifically provided for in this
Lease.

3.2      The "LEASE COMMENCEMENT DATE" shall be the date on which the work and
materials to be

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provided pursuant to Exhibit B are substantially complete as determined pursuant
to Exhibit B. Promptly after the Lease Commencement Date is ascertained,
Landlord and Tenant shall execute the certificate confirming the Lease
Commencement Date attached to this Lease as Exhibit D.

3.3      It is presently anticipated that the Premises will be delivered to
Tenant on or about the Anticipated Lease Commencement Date; provided, however,
that if Landlord does not deliver possession of the Premises by such date,
Landlord shall not have any liability whatsoever, and this Lease shall not be
rendered void or voidable, as a result thereof.

3.4      "Lease Year" shall mean a period of twelve (12) consecutive months
commencing on the Lease Commencement Date, and each successive twelve (12) month
period thereafter; provided, however, that if the Lease Commencement Date is not
the first day of a month, then the second Lease Year shall commence on the first
day of the month in which the first anniversary of the Lease Commencement Date
occurs.

3.5      Landlord hereby grants to Digital Support Corporation, a Virginia
corporation ("DSC"), the conditional right, exercisable at DSC's option, to
renew the term of this Lease for one (1) five-year term (the "RENEWAL TERM"). If
exercised, and if the conditions applicable thereto have been satisfied, the
Renewal Term shall commence immediately following the end of the initial Lease
Term provided in Sections 1.3 and 3.1 of this Lease. The right of renewal herein
granted to DSC shall be subject to, and shall be exercised in accordance with,
the following terms and conditions:

         (a)      DSC shall exercise its right of renewal with respect to the
Renewal Term by giving Landlord written notice of such election not earlier than
fifteen (15) months nor later than twelve (12) months prior to the expiration of
the initial Lease Term. -The-parties shah have thirty (30) days after Landlord's
timely receipt of such notice in which to agree on the rent payable during the
Renewal Term which would equal the prevailing market rent. Among the factors to
be considered by the parties during such negotiations in determining the
prevailing market rent shall be the general commercial office space rental
market in Chantilly, Virginia, the rental rates then being quoted by Landlord to
comparable tenants for comparable space in the Building, and the rents being
charged similar tenants for similar commercial office space in one-story office
and research and development use buildings. If during such thirty (30) day
period the parties agree on such Base Rent, Base Rent Annual Escalation
Percentage and additional rent payable during each year of the Renewal Term,
then they shall promptly execute an amendment to this Lease stating the rent so

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