Office Lease Amendment (1921 Gallows Road, Vienna Virginia) commencing January 1, 2008
EXHIBIT
10.14
Office
Lease Amendment (1921 Gallows Road,
Vienna Virginia) commencing January 1, 2008
THIRD
AMENDMENT TO LEASE
THIS
THIRD AMENDMENT TO LEASE
(the
"Third
Amendment")
is
made and
entered
into this 14th day
of
May,
2007
(the "Effective
Date"),
by
and between TYSONS INTERNATIONAL LAZA I &
II,
L.P.,
a Delaware limited partnership ("Landlord")
and
CONVERA TECHNOLOGIES, INC., a Delaware corporation ("Tenant").
W I T N E S S E T H:
WHEREAS,
pursuant to that Office Lease Agreement dated March 4, 1999 (the "Original
Lease"),
485
Properties, LLC ("Original
Landlord")
leased
to Excalibur Technologies Corporation ("Original
Tenant")
and
Original Tenant leased from Original Landlord the "Original
Premises,"
comprising approximately 18,691 square feet of total Gross Rentable Area
("GRA"),
as
more particularly described in
the
Original Lease, and located on the second (2nd),
fourth
(4th) and
seventh (7th) floors
in
that "Building"
having
an address of 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000, such Building being
"Tower II"
of
a
two-building multi-story office and retail "Project"
now
known as "Tysons International
Plaza";
WHEREAS,
Original Landlord and Tenant, as successor-in-interest by merger with Original
Tenant, entered into that certain First Amendment to Lease dated August 1,
2001
(the "First
Amendment"),
whereby the parties amended the Original Lease to expand the Original Premises
to include additional GRA comprising approximately 1,811 square feet on the
second (2nd) floor
of
the Building (the "Additional
Premises");
WHEREAS,
the Original Premises as expanded by the Additional Premises comprised
approximately 20,502 of GRA;
WHEREAS,
Original Landlord and Tenant entered into that certain Second Amendment to
Lease
dated October 22, 2004 (the "Second
Amendment"),
whereby (i) the Original Premises was reduced by approximately 7,566 square
feet
of GRA (the "Returned
Premises")
to
13,172 square feet of GRA (which includes an additional 236 square feet of
GRE
per Section 4 of the Second Amendment), the entirety of which is located on
the
second (2nd
) floor
of
the Building, and (ii) the Term was extended through December 31,
2007;
WHEREAS,
the term "Premises"
as used
herein shall mean the Original Premises as expanded by the Additional Premises
and as reduced by the Returned Premises, comprising approximately 13,172 square
feet of GRA (subject to adjustment as provided in Section 3 of this Third
Amendment);
WHEREAS,
the term "Lease"
as used
herein shall mean the Original Lease as amended by the First Amendment and
the
Second Amendment;
WHEREAS,
Landlord has succeeded to the interest of Original Landlord as landlord under
the Lease; and
WHEREAS,
the parties desire to further extend the Term of the Lease and to adjust the
square feet of GRA comprising the Premises in connection therewith, all as
hereinafter provided.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual covenants and
agreements
contained herein, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereby covenant and agree as follows:
1.
INCORPORATION
OF RECITALS
The
foregoing recitals are hereby incorporated herein and made a part hereof by
this
reference.
2.
LEASE
TERM
Subject
to the terms set forth in this Third Amendment, the Term of the Lease is hereby
further extended for a period (the "Second
Extended Term")
of one
(1) year and eight (8) months, commencing on January 1, 2008 (the "Second
Extended Term Commencement Date")
and
ending on August 31,2009 (the "Expiration
Date").
3.
PREMISES
In
connection with the re-measurement of the Building in accordance with the
ANSI/BOMA Z65.l-1996
Standard Method of Measurement, effective as of the Second Extended Term
Commencement Date, the Premises is hereby stipulated and agreed to comprise
14,186 square feet of GRA.
4
BASE
RENT
Commencing
on the Second Extended Term Commencement· Date, the Base Rent payable by Tenant
to Landlord during the Second Extended Term shall be as follows:
Period Monthly
Base Rent Annual
Rental Rate (psf of
GRA)
January
1, 2008 through December 31, 2008 $43,149.08 $36.50
January
1, 2009 through August 31, 2009 $44,449.47 $37.60
Notwithstanding
the foregoing and provided Tenant is not then in default of the Lease as hereby
amended, Landlord hereby agrees to xxxxx and forgive the payment of the monthly
Base Rent for the first one and one-half (1.5) full calendar months following
the Second Extended Term Commencement Date.
5.
TENANT'S
OPERATING COSTS CHARGE AND TENANT'S TAXES
During
the Second Extended Term, Tenant shall continue to pay Additional Rent for
Tenant's Taxes and Tenant's Operating Costs Charge (based upon the GRA Fraction
and GRA Tax Fraction, as adjusted pursuant to the change in the GRA comprising
the Premises pursuant to the provisions of Section 3 above), in such manner
and
at such times as is otherwise set forth in the Lease; provided, however, that
the Base Year for the Second Extended Term shall be the calendar year
2007.
6.
RENT
PAYMENTS
Rent
and
Additional Rent payments due under the Lease as hereby amended shall continue
to
be paid in the intervals and manner required under the Lease as hereby amended,
except that as of the Effective Date of this Third Amendment, all checks shall
be made payable to "Tysons International Plaza I &
II,
L.P.," and delivered to X.X. Xxx 000000, Xxxxxxxxx, X.X. 00000-0000 (or if
by
FedEx, UPS or other overnight delivery to XX Xxxxxx Chase, 000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxx, X.X. 00000, Attn: Tysons International Plaza I
&
II,
L.P.,
Lockbox 905450), or to such other payee or payment address as Landlord may
direct from time to time.
7.
IMPROVEMENTS
TO THE PREMISES
Tenant
shall retain possession of the Premises in its "as-is" condition, and Landlord
shall have no obligation to perform or pay for any work, improvements or
alterations in or to the Premises in connection with this Third
Amendment.
| 8. |
SECURITY
DEPOSIT
|
Landlord
and Tenant hereby acknowledge that the balance of the Security Deposit currently
held by Landlord under the Lease is Seventy-One Thousand Two Hundred Dollars
($71,200.00), which is in the form of an initial letter of credit number
934521-A issued on May 13, 1999, by NationsBank, together with Bank of America
(as successor-in-interest to NationsBank) amendments thereto dated February
16,
2001 and December 22, 2004 (as amended, the "Letter
of
Credit").
Concurrently with Tenant's execution and delivery of this Third Amendment,
Tenant shall also deliver to Landlord an amendment to the Letter of Credit
in
form reasonably satisfactory to Landlord which amends the Letter of Credit
as
follows (such amendment being hereinafter called the "LC Renewal
Amendment"):
(i)
names "Tysons International Plaza I &
II,
L.P.,
and its successors and assigns" as beneficiary at the following address - c/o
Tishman Speyer Properties, L.P., 00 Xxxxxxxxxxx Xxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 101ll, Attn: Chief Financial Officer; (ii) names "Convera
Technologies, Inc." as applicant; and (iii) changes the expiration date to
October 31, 2009 (i.e., sixty (60) days following the expiration of the Second
Extended Term). Landlord shall continue to hold the Letter of Credit as amended
by the LC Renewal Amendment as the Security Deposit throughout the Second
Extended Term.
| 9. |
PARKING
|
During
the Second Extended Term, Tenant shall continue to have the right to contract
for parking spaces in the Parking Garage in accordance with the terms and
conditions of the Lease as hereby amended.
| 10. |
OPERATING
HOURS
|
As
of the
Effective Date of this Third Amendment, Section 5.2 of the Original Lease is
hereby modified to reflect that the current Saturday operating hours for the
Building are from 9:00 a.m. to 1:00 p.m
11.
RENEWAL
OPTION
Landlord
and Tenant hereby acknowledge and agree that Section 9 of the First Amendment
is
null and void and of no further force or effect, and Tenant shall have no right
or option to further extend the Term beyond the Second Extended
Term.
12.
NOTICES
As
of the
Effective Date of this Third Amendment, the Lease is hereby modified to provide
that all notices or other communications to Landlord shall be sent to the
following addresses: to Landlord c/o Tishman Speyer Properties, L.P., 00
Xxxxxxxxxxx Xxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn: Chief Financial Officer, with a duplicate to
Landlord, c/o Tishman Speyer Properties, L.P., 00 Xxxxxxxxxxx Xxxxx,
0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn: Chief Legal Officer, with a further duplicate
to
Landlord through July 31, 2007 c/o Tishman Speyer Properties, L.P., 0000
Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attn: Regional
Manager and Property Manager, and from and after August 1, 2007 to Landlord
c/o
Tishman Speyer Properties, L.P., 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx,
X.X. 00000, Attn: Regional Manager and Property Manager.
13.
BROKERS
Landlord
and Tenant each represent and warrant one to another that, except as hereinafter
set forth, neither of them has employed any broker in carrying on the
negotiations, or had any dealings with any broker, relating to this Third
Amendment. Tenant represents that it has employed Newmark Xxxxxx Xxxxx, LLC,
as
its broker; Landlord represents that it has employed Xxxxxxx &
Xxxxxxx,
Inc., as its broker, and further agrees to pay the commissions accruing to
each
identified broker pursuant to certain outside agreement(s). Landlord shall
indemnify and hold Tenant harmless, and Tenant shall indemnify and hold Landlord
harmless, from and against any claim or claims for brokerage or other commission
arising from or out of any breach of the foregoing representation and warranty
by the respective indemnitor.
14.
MULTIPLE/COUNTERPART
ORIGINALS
This
Third Amendment may be executed in multiple and/or counterpart originals, each
of which shall be deemed an original hereof.
15.
RATIFICATION
This
Third Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective representatives, transferees, successors and assigns
(except as expressly otherwise provided in the Lease), and shall be governed
by
and construed in accordance with the laws of the Commonwealth of Virginia.
Defined terms used in this Third Amendment and not otherwise defined herein
shall have the meanings ascribed to them in the Lease. Except as expressly
amended by this Third Amendment, all other terms, conditions and provisions
of
the Lease are hereby ratified and confirmed and shall continue in full force
and
effect. In the event of an inconsistency between the terms and provisions of
this Third Amendment and the terms and provisions of the Lease, the terms and
provisions of this Third Amendment shall control.
[Signatures
appear on following page]
IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Lease
as an instrument under seal, as of the day and year first hereinabove
written.
LANDLORD:
TYSONS
INTERNATIONAL PLAZA I &
II,
L.P.,
A
Delaware limited partnership
By:
/s/ Xxxx X. Galliano
Name:
Xxxx X. Galliano
Title:
Senior Managing Director
TENANT:
CONVERA
TECHNOLOGIES, INC.,
a
Delaware corporation
By: /s/Xxxxxxx
X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: Chief
Financial Officer
