EXHIBIT 10.27
SUBLEASE
THIS SUBLEASE is made and entered into on this 5th day of December,
1997 by and between (i) COOPERS & LYBRAND L.L.P., a limited liability
partnership registered in the State of Delaware ("Sublandlord") and (ii) HAGLER
BAILLY, INC., a Delaware corporation ("Subtenant").
Recitals:
A. Sublandlord, as tenant, has entered into an Office Lease dated
December 12, 1991 with Wilson Boulevard Venture, as landlord, pursuant to which
Sublandlord agreed to lease approximately 51,036 square feet of space in the
office building situated at 1530 Wilson Boulevard, Arlington, Virginia. Such
Office Lease was subsequently amended by a First Amendment to Lease dated
September 29, 1994 between Sublandlord, as tenant, and Bresta Futura V B.V.
("Landlord") , as landlord and as successor in interest of Wilson Boulevard
Venture. Pursuant to the First Amendment to Lease, Sublandlord agreed to lease
an additional 7,366 square feet of space, for a total of 58,402 square feet.
Such Office Lease, as amended by the First Amendment to Lease, is attached
hereto as Exhibit A and is herein referred to as the "Master Lease". Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth in the Master Lease.
B. Sublandlord desires to sublease to Subtenant, and Subtenant desires
to sublease from Sublandlord, the entire Leased Premises under the Master Lease,
being approximately 58,402 square feet of space, and Sublandlord and Subtenant
desire to set forth herein their agreements and understandings respecting such
sublease.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
understandings and agreements set forth herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sublandlord and Subtenant hereby agree as follows:
1. Subleased Premises. Sublandlord agrees to lease to Subtenant and
Subtenant agrees to lease from Sublandlord, upon the terms and conditions
hereinafter provided, the Leased Premises under the Master Lease, consisting of
approximately 58,402 square feet comprising the entire 3rd 4th and 5th floors of
the Building and 7,366 square feet of space located on the 6th floor of the
Building. The Leased Premises are designated on Exhibit B attached hereto.
2. Term; Delay in Delivery of Possession.
A. The term of this Sublease shall commence on February 14,
1998 or such later date as Sublandlord shall deliver possession of the Leased
Premises to Subtenant ("Sublease
Commencement Date") , and shall expire on February 27, 2002. Sublandlord shall
use good faith efforts to deliver the Leased Premises to Subtenant by February
14, 1998. On request, Sublandlord will furnish Subtenant with progress reports
of Sublandlord's plans to vacate the Leased Premises.
B. If Sublandlord has not delivered possession of the Leased
Premises to Subtenant in the condition required by Section 3 hereof by March 2,
1998, Subtenant shall have the -right and option to elect either to (i)
terminate this Sublease, or (ii) take occupancy of the Leased Premises when
Sublandlord is able to' deliver possession of the Leased Premises to Subtenant.
Such election shall be made by Subtenant's giving Sublandlord a notice of such
election not later than March 16, 1998. If Subtenant fails to give such notice
on or prior to March 16, 1998, such failure shall be deemed an election by
Subtenant to take occupancy of the Leased Premises when Sublandlord is able to
deliver possession of the Leased Premises to Subtenant. In the event Subtenant
elects to terminate this Sublease in accordance with the foregoing provisions of
this Section 2B, this Sublease shall be terminated as of March 2, 1998 and
neither Sublandlord nor Subtenant shall have any further liability to the other
hereunder, or otherwise, it being understood and agreed that Sublandlord shall
not be liable to Subtenant for any damages Subtenant may have incurred in
connection with Subtenant's election to terminate this Sublease as aforesaid. In
the event that Subtenant elects (or is deemed to have elected) to take occupancy
of the Leased Premises when Sublandlord is able to deliver possession of the
Leased Premises to Subtenant, then the Abatement Period (as such term is defined
in Section 7 below) shall be lengthened by one-half (1/2) day for each day after
March 2, 1998 that Sublandlord has not delivered possession of the Leased
Premises to Subtenant.
C. Notwithstanding the provisions of Section 2B above, if (i)
Subtenant has the right to terminate this Sublease under the provisions of
Section 2B above by reason of a delay in delivering possession of the Leased
Premises to Subtenant past March 2, 1998, but Subtenant does not elect to do so,
and (ii) such delay in delivering the Leased Premises is caused by an event of
"Force Majeure", then the Abatement Period will not be lengthened. In the event
of such a Force Majeure delay, Sublandlord will deliver possession of the Leased
Premises to Subtenant when Sublandlord is able to do so given the circumstances
of the Force Majeure event, and the Sublease Commencement Date will occur on the
date the Leased Premises are delivered to Subtenant. For these purposes, "Force
Majeure" means an Act of God, labor strikes, lockouts or other labor
difficulties, casualty to the Building and/or the Leased Premises, or any other
cause beyond the control of Sublandlord which prevents Sublandlord from
delivering possession of the Leased Premises to Subtenant on or prior to March
2, 1998.
Further, if Sublandlord is not able to deliver possession of the Leased Premises
to Subtenant on or prior to March 2, 1998 and Subtenant elects to take occupancy
of the Leased Premises when Sublandlord is able to deliver possession of the
Leased Premises to Subtenant, Sublandlord shall not be liable to Subtenant for
damages or otherwise, the only liability of Sublandlord being the lengthening of
the Abatement Period as set forth in Section 2B above. The occurrence of a Force
Majeure event shall not affect Subtenant's right to terminate this Sublease as
set forth in Section 2B.
3. Condition of Leased Premises. Subtenant agrees to lease the Leased
Premises in their "as is" condition on and as of the Sublease Commencement Date,
without any warranty whatsoever, express or implied. Subtenant acknowledges and
agrees that it will have inspected the Leased Premises, and will be satisfied
with their condition, prior to the Sublease Commencement Date. The Leased
Premises are to be vacant, with all of Sublandlord's property not sold to
Subtenant removed. The Leased Premises will be delivered to Subtenant in "broom
clean" condition.
4. Personal Property. Sublandlord agrees that the personal
property listed on Exhibit C (the "Personal Property") will remain in the Leased
Premises on the Sublease Commencement Date, will be sold to Subtenant (pursuant
to a Bill of Sale to be executed and delivered by Sublandlord on the Sublease
Commencement Date), and will become the property of Subtenant as of the Sublease
Commencement Date. Subtenant agrees that the Personal Property is being conveyed
by Sublandlord to Subtenant in an "as is", "where is" condition, and that
Sublandlord makes absolutely no warranty or representation whatsoever, express
or implied, concerning the Personal Property or its fitness for use by
Subtenant. The Personal Property will be removable by Subtenant, and Sublandlord
hereby subordinates any statutory or common law "landlord lien" rights
Sublandlord may have in respect of the Personal Property to the lien of any bona
fide financings placed on the Personal Property by Subtenant. Subtenant agrees
to pay Sublandlord, as the purchase price for the Personal Property, the sum of
$275,000. Such amount shall be paid by Subtenant's giving Sublandlord a credit
in such amount against the Subtenant Allowance Sublandlord is obligated to
provide under the provisions of Section 5 below. If any sales tax is payable in
respect of the sale of the Personal Property to Subtenant, the payment of such
sales tax shall be the responsibility of Sublandlord.
5. Subtenant Allowance. Sublandlord shall pay to Subtenant an
allowance (the "Subtenant Allowance") to be used by Subtenant to offset in part
its costs in improving the Leased Premises and moving into the Leased Premises.
Subtenant's particular use of the Subtenant Allowance shall be unrestricted, so
long as it is used generally in connection with Subtenant's move to, or use
(e.g., furniture, cabling, decoratin4, construction, and the like) and occupancy
of, the Leased Premises. The total amount of the Subtenant Allowance shall be
$292, 010 (i.e., $5.00 per square foot of the Leased Premises) The Subtenant
Allowance shall be reduced by the credit to be provided Sublandlord as set forth
in Section 4 hereof. Sublandlord shall pay the Subtenant Allowance to Subtenant
on a periodic basis within thirty (30) days after Subtenant submits to
Sublandlord invoices or other evidence that Subtenant has incurred the costs
covered by the Subtenant Allowance. Subtenant shall submit such invoices or
other evidence not more often than once every 30 days. Any unused portion of the
Subtenant Allowance shall be applied against the first installment(s) of Base
Rent coming due after the period in which the payment of Base Rent is abated
under the provisions of Section 7 below.
6. Base Rent.
A. Subtenant shall pay as base rent ("Base Rent") for the
Leased Premises for the first Rent Year an amount equal to One Million Five
Hundred Seventy-Six Thousand Eight Hundred Fifty-four Dollars ($1,576,854). For
purposes of this Sublease, the term "Rent Year" means a period of twelve months
beginning on the Sublease Commencement Date and each anniversary thereof. The
last Rent Year shall be a partial year ending on February 27, 2002, and Base
Rent for such partial year shall be appropriately prorated.
B. Base Rent for each Rent Year after the first Rent Year
shall be increased by an amount equal to 2.5% of the Base Rent for the previous
Rent Year (that is, such increases shall be cumulative) . Except as provided in
this Section 6B, Base Rent shall not be increased during the term of this
Sublease. Subtenant shall not be liable for the payment of any "CPI Adjustment
Amount" as provided in the Master Lease.
C. Base Rent shall be payable in equal monthly installments,
in advance, on the first day of each month during the term of this Sublease,
except that the first monthly payment of Base Rent shall be due on the first day
of the month next following the expiration of the Base Rent Abatement Period set
forth in Section 7 hereof, and shall include Base Rent payable in respect of any
partial month occurring after the expiration of the Base Rent Abatement Period.
Base Rent for any partial month shall be prorated on a daily basis. Payments of
Base Rent (and any other amounts payable by Subtenant under this Sublease) shall
be made without any set-off, abatement or deduction whatsoever and without
demand, except as otherwise expressly provided by this Sublease. Base Rent and
all other amounts payable by Subtenant under this Sublease shall be payable at
such address as Sublandlord may designate from time to time by written notice to
Subtenant.
7. Abatement of Base Rent. Subject to the provisions of Section 2B
above, the payment of Base Rent shall be abated for the one hundred twenty (120)
- - -day period commencing on the Sublease Commencement Date (the "Abatement
Period")
8. Operating Expense Increases.
A. For each Sublease Year after the Base Year during the term
of this Sublease, Subtenant shall pay to Sublandlord Subtenant's Share of the
amount by which the operating Expenses (subject to adjustment pursuant to
Section 4C of the Master Lease) for such Sublease Year exceed the Operating
Expenses for the Base Year.
B. Subtenant's Share of Operating Expenses shall be
calculated and paid on an estimated, monthly basis in the same manner as
Tenant's Share of Operating Expenses are calculated and paid under Paragraph 4
of the Master Lease. After the end of each Sublease Year following the Base Year
and promptly after Sublandlord receives the same, Sublandlord shall deliver to
Subtenant a copy of Landlord's annual statement of Operating Expenses, and
Subtenant's Share of Operating Expenses shall be based on such statement.
Sublandlord shall not be liable for any errors in such statement or errors of
Landlord in calculating Operating Expenses. At Subtenant's request and expense,
however, Sublandlord will pursue, on behalf of Subtenant, any rights which
Sublandlord may have under the Master Lease in respect of the payment of
Tenant's Share of Operating Expenses thereunder. If Landlord's annual statement
of Operating Expenses for a calendar year discloses that Subtenant's estimated
payments on account of such Operating Expenses exceeds Subtenant's required
Operating Expense contribution for such calendar year calculated in accordance
with Section 8A, Sublandlord shall promptly refund the amount of the excess to
Subtenant. Similarly, if Landlord's annual statement of Operating Expenses for a
calendar year discloses that Subtenant's estimated payments on account of such
Operating Expenses is less than Subtenant's required Operating Expense
contribution for such calendar year calculated in accordance with Section 8A,
Subtenant shall promptly pay the amount of the deficiency to Sublandlord,
subject to Subtenant's rights provided in this Section 8B. In the event that
Sublandlord received any refund of Taxes as provided in Section 4A(5) of the
Master Lease for any period within the term of this Sublease, Sublandlord shall
promptly remit such refund to Subtenant.
C. For purposes of this Section 8, the following terms shall have the following
meanings:
(1) "Base Year" shall be the calendar year 1998.
(2) "Subtenant's Share" shall mean and be the same as "Tenant's Share" under the
provisions of the Master Lease.
(3) "Sublease Year" shall mean each full calendar year during the term of this
Sublease, and in addition, the period from the Sublease ' Commencement Date
until December 31, 1998 and the period from January 1, 2002 through February 27,
2002. Calculations attributable to such partial Sublease Years shall be prorated
on a daily basis.
9. Interest and Late Payment Charges.
A. Subtenant shall pay, on demand of Sublandlord, interest
from the date that is ten (10) days after the due date of each payment becoming
due under this Sublease until paid at the rate per annum equal to three (3)
percentage points plus the Prime Rate; provided, however, that the payment of
such interest shall not excuse or cure any default by Subtenant under this
Sublease. In no event shall Subtenant be obligated to pay interest at a rate
that exceeds the maximum rate of interest permitted by law. For these purposes,
the "Prime Rate" means the prime or base commercial lending rate from time to
time announced by The Riggs National Bank of Washington, D. C., to be in effect
at its principal office in Washington, D. C.
B. Subtenant shall pay, on demand of Sublandlord, a late fee
equal to five percent (5%) of any payment becoming due under this Sublease that
is not paid by the fifth (5t') day following its due date; provided, however,
that regardless of whether such late fee constitutes or is deemed to be interest
under applicable law, the sum of all interest contracted for, charged or
received hereunder shall not exceed the maximum amount of interest allowed under
applicable law.
C. Subtenant has no obligation to pay interest or late fees
charged by Landlord under the provisions of the Master Lease, it being
understood and agreed that this Section 9 sets forth the entire obligation of
Subtenant for the payment of interest and late fees.
10. Subleasing and Assignment. Subtenant shall not (i) assign, convey,
otherwise transfer or mortgage this Sublease or any interest hereunder (ii)
permit to occur or permit to exist any assignment of this Sublease, or any lien,
pledge or encumbrance upon Subtenant's interest in this Sublease or in the
Leased Premises or any part thereof, voluntarily or by operation of law, (iii)
sublease the Leased Premises or any part thereof, or (iv) permit the use or
occupancy of the Leased Premises by any parties other than its employees and
Affiliates, without in each instance obtaining Sublandlord's prior approval,
which approval shall not be unreasonably withheld, and also complying with the
provisions of the Master Lease applicable thereto, including, without
limitation, obtaining the consent of the Landlord where the obtaining of such
consent is required.
11. No Expansion Rights, Rights of First Refusal or Renewal Rights.
Sublandlord and Subtenant acknowledge and agree that because this Sublease
covers 100% of the space leased by Sublandlord in the Building, Sublandlord's
right to expand the Leased Premises, its right of first refusal in respect of
the leasing of additional space in the Building and its right to renew the term
of the Master Lease, as such rights may be provided for in the Master Lease,
have been waived, and that Subtenant will have no such rights except as
Subtenant and Landlord may otherwise agree upon.
12. Parking. Subtenant shall have the right to lease parking spaces in the
Building's parking garage, as provided for in the Master Lease.
13. Security Deposit. Simultaneously with Subtenant's execution
hereof, Subtenant shall place with Sublandlord a security deposit in the amount
of $131,404. Such security deposit shall bear simple interest at the rate of
five percent (5%) per annum and shall be considered as security for the payment
and performance by Subtenant of all of Subtenant's obligations, covenants,
conditions and agreements under this Sublease. Upon condition that W Subtenant
has not previously defaulted any payment obligation under this Sublease (even
though such default may have been cured within the applicable grace period) ,
and (ii) Subtenant is not then in default under the provisions hereof,
Sublandlord shall return such security deposit, together with interest thereon,
to Subtenant on June 1, 1999. If such security deposit is not returned to
Subtenant on June 1, 1999 because of a failure of a condition set forth in
either clause W or (ii) of the previous sentence, upon the expiration of the
term of this Sublease, Sublandlord shall (provided that Subtenant is not then in
default under the provisions hereof), return such security deposit (plus
interest thereon) to Subtenant, less such portion thereof as Sublandlord shall
have retained to make good any default by Subtenant with respect to any of
Subtenant's aforesaid obligations, covenants, conditions or agreements. In the
event of any default by Subtenant hereunder, Sublandlord shall have the right,
but shall not be obligated, to apply all or any portion of the security deposit
to compensate Sublandlord (whether in whole or in part) for such default, in
which event, within fifteen (15) days thereafter, Subtenant shall be obligated
to deposit with Sublandlord the amount necessary to restore the security deposit
to its original amount; provided, however, neither the application of the
security deposit as set forth above nor the payment by Subtenant to restore such
security deposit shall operate to cure such default or to estop Sublandlord from
pursuing any remedy to which Sublandlord would otherwise be entitled.
14. Leasing Commission. Sublandlord shall be obligated to pay Julien J.
Studley ("Studley") a leasing commission in accordance with the provisions of a
separate agreement between Sublandlord and Studley, a copy of which is attached
hereto as Exhibit D. Sublandlord hereby agrees to indemnify and hold harmless
Landlord and Subtenant against and from any and all losses, liabilities,
damages, costs and expenses (including reasonable counsel fees) resulting from
any claims that may be made against Landlord by Subtenant or against Landlord or
Subtenant by any brokers or other persons claiming a commission or similar
compensation in connection with this Sublease. Sublandlord hereby agrees to pay
to Landlord reasonable attorneys' fees and disbursements (not to exceed five
hundred dollars ($500)) incurred by Landlord in connection with this Sublease.
Subtenant warrants and represents that it has not engaged a broker or other
agent in connection with this Sublease, except for Studley. Subtenant hereby
agrees to indemnify and hold harmless Sublandlord against and from any and all
losses, liabilities, damages, costs and expenses (including reasonable counsel
fees) resulting from any breach by Subtenant of the foregoing representation and
warranty.
15. Binding Effect of Master Lease.
A. Sublandlord represents and warrants that as of the date
hereof there is no Event of Default under the Master Lease and as of the
Sublease Commencement Date there will be no Event of Default under the Master
Lease. The provisions of the Master Lease are hereby incorporated herein by this
reference. Except as set forth in this Sublease, Subtenant shall be bound by,
and hereby agrees to abide by and perform, all of the terms conditions,
covenants and agreements to which Sublandlord is bound in its capacity as tenant
under and pursuant to the provisions of the Master Lease. In that connection,
except as set forth herein, Subtenant covenants and agrees, commencing as of the
Sublease Commencement Date, to perform the undertakings of Sublandlord (as
tenant) under the Master Lease, and to refrain from taking any action or
suffering any condition to exist which constitutes a violation of the Master
Lease. All rights and benefits accruing to Sublandlord in its capacity as tenant
under the Master Lease shall extend to Subtenant. In such connection, if
circumstances exist under which Sublandlord is entitled to an abatement of
Annual Base Rent or other payment obligation in its capacity as the tenant under
the Master Lease, then such circumstances shall also result in Subtenant's
becoming entitled to an abatement of Base Rent and other payment obligation
provided for under this Sublease (such as, for example, abatement of rent
arising by reason of an interruption in services or a casualty) . If Subtenant
does become entitled to an abatement of Base Rent or other payment obligation
under the provisions of the preceding sentence, the amount of such abatement
shall be governed by amounts due under this Sublease, not amounts due from
Sublandlord under the provisions of the Master Lease. Sublandlord will not
exercise any right to terminate the Master Lease, either by reason of a Landlord
default, a casualty or otherwise, except with Subtenant's agreement.
B. Notwithstanding any provision herein to the contrary, with
respect to work, services, utilities, repairs, parking, the operation of
equipment, alterations, improvements, repainting and restoration or the
performance of other obligations or covenants required of Landlord under the
Master Lease, Sublandlord's sole obligation with respect thereto shall be to
request the same of Landlord upon request by Subtenant. Subtenant agrees to look
solely to Landlord for the furnishing of any such services to which Sublandlord
may be entitled under the Lease in its capacity as tenant thereunder.
Sublandlord agrees to cooperate with Subtenant and use reasonable efforts to
take whatever action is reasonably required to enforce for the benefit of
Subtenant the obligations of Landlord under the Master Lease insofar as they
relate to the Leased Premises, provided that any expenses incurred by
Sublandlord shall be reimbursed by Subtenant to Sublandlord on demand.
C. Subtenant shall surrender the Leased Premises at the end of
the term of this Sublease in the condition delivered to Subtenant on the
Sublease Commencement Date, subject to reasonable wear and tear, casualty and
alterations made by Subtenant which are required or permitted to remain in the
Leased Premises under the provisions of the Master Lease. Subtenant shall have
no obligation to remove tenant improvements existing in the Leased Premises on
the Sublease Commencement Date, including, without limitation, the interior
staircase described in paragraph 38 of the Master Lease. Sublandlord shall have
responsibility for removing such interior staircase and performing the other
work required by paragraph 38 of the Master Lease (the "Paragraph 38 work"), and
Subtenant agrees to provide Sublandlord with access to the Leased Premises
during the thirty (30)-day period prior to the end of the term of this Sublease,
so that Sublandlord can timely perform the Paragraph 38 Work. Sublandlord agrees
to perform the Paragraph 38 Work in such manner so as not to unreasonably
interfere with the activities of Subtenant in the Leased Premises, and on terms
and conditions mutually agreeable to Sublandlord and Subtenant.
D. In the event that Subtenant shall be in default of any term
or provision of this Sublease, or holds over after the expiration of this
Sublease, Sublandlord shall have available to it all of the rights and remedies
available to Landlord under the Master Lease in the event of a like occurrence
on the part of the Sublandlord as tenant thereunder. Subtenant shall be entitled
to grace or cure periods in the situations provided to Sublandlord (in its
capacity as tenant) under Section 23A of the Master Lease, except that in order
to give Sublandlord sufficient time to cure any default under the Master Lease
that may be caused by Subtenant's default under this Sublease, the five (5) -day
period provided for in Section 23A(l) of the Master Lease shall be shortened to
three (3) days for a Subtenant default, and the thirty (30)-day period provided
for in Section 23A(2) of the Master Lease shall be shortened to twenty (20) days
for a Subtenant default. Further, Subtenant shall have the benefit of the
limitation on liability set forth in Section 23B(5) of the Master Lease.
16. Subordination to Master Lease; Quiet Enjoyment.
A. This Sublease is subject and subordinate to the Master
Lease and to the matters to which the Master Lease is and shall be subordinate,
and in the event of termination of the Master Lease, re-entry or dispossession
by Landlord under the Master Lease, Landlord may, at is its option, take over
all of the right, title and interest of Sublandlord under this Sublease, and
Subtenant shall, at Landlord's option, attorney to Landlord pursuant to the then
executory provisions of this Sublease, except that Landlord shall not W be
liable for any previous act or omission or negligence of Sublandlord under this
Sublease, (ii) be subject to any counterclaim, offset or defense, not expressly
provided in this Sublease, which theretofore accrued to Subtenant against
Sublandlord, or (iii) be bound by any previous modification of this Sublease or
by any previous prepayment of more than one (1) month's rent.
B. Subject to the provisions of Section 16A hereof,
Sublandlord covenants that Subtenant, on paying the rent, charges and other
payments herein reserved and on keeping, observing and performing all the other
terms, covenants, conditions, provisions and agreements herein contained on the
part of Subtenant to be kept, observed and performed, all of which obligations
of Subtenant are independent of Sublandlord's obligations under this Sublease,
shall, during the term of this Sublease, peaceably and quietly have, hold and
enjoy the Leased Premises subject to the terms, covenants, conditions,
provisions and agreements hereof, without molestation or hindrance by
Sublandlord or any party claiming through or under Sublandlord.
C. Sublandlord shall (i) timely make all payments required to
be made by Sublandlord in its capacity as tenant under the Master Lease, (ii)
perform any obligations of Sublandlord in its capacity as tenant under the
Master Lease accruing prior to the Sublease Commencement Date and (iii) refrain
from taking any action which would constitute an Event of Default under the
Master Lease.
17. Consent of Landlord under Master Lease. This Sublease shall be
effective upon Landlord, Sublandlord and Subtenant executing and delivering
duplicate originals of the Consent to Sublease in the form annexed hereto as
Exhibit E. Notwithstanding such consent of Landlord and/or any acceptance of
rent by Landlord from Subtenant, as between Landlord and Sublandlord,
Sublandlord shall remain fully liable for the payment all rent due under the
Master Lease and for the performance of all the covenants, agreements, terms,
provisions and conditions contained in the Master Lease on the part of
Sublandlord to be performed. Sublandlord further agrees that notwithstanding
this Sublease, no other and further subletting of the Leased Premises by
Sublandlord or Subtenant shall or will be made except upon compliance with and
subject to the provisions of the Master Lease.
18. Mutual Indemnity.
A. Subtenant shall and hereby agrees to indemnify and hold
Sublandlord harmless from and against any loss, damage, cost or expense incurred
by Sublandlord and in any way relating to (i) any injury to persons or damage to
property occurring in, on or about the Leased Premises during the term of this
Sublease, (ii) any work or thing whatsoever done or condition created by
Subtenant in, on or about the Leased Premises on and after the Sublease
Commencement Date, (iii) any willful or negligent act or omission of Subtenant,
its agents, contractors, employees, invitees or licensees, during the term of
this Sublease, relating to Subtenant's use and/or occupancy of the Leased
Premises or (iv) any failure by Subtenant to perform or observe any of the
covenants and obligations required of Subtenant under this Sublease or
Sublandlord under the Master Lease during the term of this Sublease, including,
but not limited to, any failure by Subtenant to pay any bills rendered by
Landlord to Subtenant for charges incurred by or imposed upon Subtenant for
services rendered and materials supplied to the Leased Premises. Subtenant shall
and hereby agrees to indemnify and hold Landlord harmless from and against any
loss, damage, cost or expense incurred by Landlord and in any way relating to
the matters set forth in clauses W through (iv) above; provided however, that
such indemnity shall not apply to any failure by Sublandlord to pay rent or
other amounts owing by Sublandlord as tenant under the Master Lease during the
term of this Sublease. The provisions of this Section 18A shall survive the
expiration or sooner termination of this Sublease.
B. Sublandlord shall and hereby agrees to indemnify and hold
Subtenant harmless from and against any loss, damage, cost or expense incurred
by Subtenant and in any way relating to (i) any injury to persons or damage to
property occurring in, on or about the Leased Premises prior to the Sublease
Commencement Date, (ii) any work or thing whatsoever done or condition created
by Sublandlord in, on or about the Leased Premises prior to the Sublease
Commencement Date, (iii) any willful or negligent act or omission of
Sublandlord, its agents, contractors, employees, invitees or licensees, prior to
the Sublease Commencement Date and relating to Sublandlord's use and/or
occupancy of the Leased Premises or (iv) any failure by Sublandlord to perform
or observe any of the covenants and obligations required of Sublandlord under
this Sublease or in its capacity as tenant under the Master Lease prior to the
Sublease Commencement Date. Notwithstanding the foregoing, the indemnity of
Sublandlord set forth in this Section 18B(i) and (ii) shall not apply to any
loss, damage, cost' or expense incurred by Subtenant and arising out of any
tenant improvement work or other activity of Subtenant in the Leased Premises
prior to the Sublease Commencement Date (without implying a right of Subtenant
to enter the Leased Premises prior to the Sublease Commencement Date).
19. Insurance. Subtenant agrees that Sublandlord shall be named as an
additional insured on all insurance policies required to be obtained by
Subtenant by reference to the Master Lease. Subtenant shall furnish to
Sublandlord certificates evidencing the aforesaid insurance coverage at least
thirty (30) days prior to the Sublease Commencement Date and the expiration
dates of such policies. All insurance policies required of Subtenant hereunder
shall provide that Sublandlord will be given at least thirty (30) days' prior
written notice of any cancellation or material change in the policy.
20. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered (a) by hand or (b) a
recognized overnight delivery service (i) if to Sublandlord, Coopers & Lybrand
L.L.P., Attention: Manager, National Real Estate and Planning, One Canterbury
Green, Stamford, Connecticut 06904; and (ii) if to Subtenant, to 1530 Wilson
Boulevard, Arlington, Virginia 22209, unless notice of a change of address is
given pursuant to the provisions of this Section 20. Any notice sent in
compliance with this Section 20 shall be deemed given on the date of delivery in
the case of hand-delivery, or on the next business day in the case of Express
Mail or a recognized overnight delivery service.
21. Liability of Sublandlord. Sublandlord hereby represents and
Subtenant acknowledges that Sublandlord is a partnership registered as a limited
liability partnership in the State of Delaware. Subtenant agrees that Subtenant
shall not seek personal judgment against, or levy upon the assets of, any then
currently active, retired, withdrawn, deceased or dismissed partner of
Sublandlord, nor against or upon the assets of any such partner's spouse, family
or estate, nor against or upon the assets of any partners who are thereafter
admitted to Sublandlord (all of the foregoing being collectively referred to
herein as the "Parties"), for any amounts due or which may become due under or
by reason of this Sublease, or for the performance of any of the obligations of
Sublandlord under this Sublease, and that Subtenant shall be entitled to proceed
only against Sublandlord and the assets of Sublandlord for any such amounts or
for the performance of any such obligations. Subtenant agrees that for the
purposes of the foregoing, the assets of Sublandlord shall not include W any
negative capital accounts which may from time to time exist in Sublandlord, (ii)
any obligation of any of the Parties to contribute capital to Sublandlord,
pursuant to the partnership agreement or otherwise, or (iii) any right which the
Sublandlord or any trustee or similar person may otherwise have on behalf of
Sublandlord to require contribution from any of the Parties to satisfy debts of
Sublandlord in any bankruptcy, reorganization or similar proceeding involving
Sublandlord. In furtherance of the foregoing, Subtenant hereby waives any right
it may have to seek use and occupancy charges from any of the Parties in the
event that this Sublease is rejected by a trustee or debtor-in-possession in any
bankruptcy, reorganization or similar proceeding involving Sublandlord.
22. Sublease Profit. If and to the extent there is any Sublease Profit
arising out of this Sublease, Subtenant shall have no liability for the payment
of the same, but the existence or non-existence of any Sublease Profit shall
have no effect on the obligation of Subtenant to pay the full amount of Base
Rent or other amounts payable by Subtenant hereunder.
23. Building Directory. Subtenant shall be entitled to have its name
listed in the Building directory to the same extent as Sublandlord would be
entitled to such a listing under the provisions of the Master Lease.
24. Entire Agreement. This Sublease contains and embodies the entire
agreement of the parties hereto, and no representations, inducements or
agreements, oral or otherwise, between the parties not contained in this
Sublease shall be of any force or effect. This Sublease may not be modified,
changed or terminated in whole or in part in any manner other than by an
agreement in writing duly signed by Sublandlord, Landlord, and Subtenant.
25. Applicable Law. This Sublease shall be governed by the laws of the
Commonwealth of Virginia.
26. Successors and Assigns. This Sublease shall be binding on and inure
to the benefit of the parties hereto and their successors and permitted assigns,
subject to the restrictions on assignment contained herein and in the Master
Lease.
27. Affiliate. For purposes of this Sublease, an "Affiliate" of
Subtenant means a party controlling, controlled by or under common control with
Subtenant. "Control" means, in the case of a corporation, ownership of more than
50k of the outstanding stock of the corporation, and in the case of a
partnership, limited partnership or other non-corporate entity, ownership of
more than 50% of the beneficial interests in such entity.
IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this
Sublease on the date first above-written.
Sublandlord:
COOPERS & LYBRAND L.L.P.
By: /s/ Albert Thiess
Partner and National Director for Infrastructure
Subtenant:
HAGLER BAILLY, INC.
By: /s/ Alain M. Streicher
Chief Operating Officer