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Distict Of Columbia Lease Agreements

Advisory Board Company District of Columbia Lease 07-21-1998



THIS SUBLEASE, dated as of July 21, 1998, by and between THE ADVISORY

BOARD COMPANY, a Maryland corporation (hereinafter called "Sublessor"), and THE

CORPORATE EXECUTIVE BOARD COMPANY(formerly known as The Corporate Advisory Board

Company), a Delaware corporation (hereinafter called "Sublessee").


WHEREAS, ABC and CEB are parties to a Sublease Agreement, dated

October 31, 1997 (the "Original Agreement");


WHEREAS, ABC and CEB desire to amend and restate the Original

Agreement, among other things, to extend the time period required for prior

written notice to terminate this Sublease from five days to six months;


WHEREAS, the parties hereto desire to amend, modify and restate the

Original Agreement in accordance with the foregoing; and


WHEREAS, the parties hereto amend and restate the following recitals:




1. John Hancock Mutual Life Insurance Company, a Massachusetts

corporation ("Lessor"), and Sublessor, as lessee, are the parties to a certain

Lease Agreement dated as of August 7, 1992 (the "Overlease"), pursuant to which

Lessor has leased to Sublessor the Premises (as hereinafter defined).


2. Sublessor and Sublessee have agreed that Sublessor will sublease

to Sublessee the Premises.


3. The parties desire to set out in detail their agreements and the

consideration for this Sublease.





As used herein, the following terms shall have the following meanings:


1.1. "Commencement Date" shall mean the date hereof.


1.2. "Sublease" shall mean this sublease agreement as amended from

time to time pursuant to the terms hereof.



1.3. "Sublease Term" shall mean the duration of the leasehold estate

created by this Sublease as specified in Article III hereof.



1.4. "Premises" shall mean and refer to the portion of the Overlease

Premises described in Attachment A hereto.


1.5. "Overlease Premises" shall mean the premises at 600 New

Hampshire Avenue, N.W., Washington, D.C. described in the Overlease.


1.6 "Termination Date" shall mean the date that is the end of the

Term as defined in the Overlease.





2.1. Sublease. Sublessor hereby subleases to Sublessee and Sublessee


hereby subleases from Sublessor the Premises.





3.1. Term. The term of this Sublease shall begin on the Commencement


Date and, unless earlier terminated as provided herein, shall end on the

Termination Date.


3.2. Termination. Each of Sublessee and Sublessor shall have the


right, in its absolute discretion and without liability to the other party, to

terminate this Sublease at any time during the Sublease Term on not less than

six (6) months prior written notice.





4.1. Rent. During the term of this Sublease, Sublessee shall pay


rent to Sublessor in such annual amount per square foot of Premises as is equal

to the annual per square foot rent payable under the Overlease for the Overlease

Premises. Such rent payments shall be made in lawful money of the United States

of America, at Sublessor's address for notice hereunder or otherwise as

Sublessor may designate. Such rent shall be payable in equal monthly

installments on the first day of every calendar month during the term of this



4.2 Annual Adjustments to Rent. To the extent that annual cost of


living adjustments increase the Annual Base Rent (as defined in the Overlease)

payable by Sublessor pursuant to the Overlease, an amount equal to such increase

shall be added to the rent payable under this Sublease pursuant to Section 4.1.


4.3 Additional Rent for Operating Expenses. To the extent that


Additional Rent (as defined in the Overlease) relating to increased Operating

Expenses (as defined in the Overlease) is payable by Sublessor pursuant to the

Overlease, an amount equal to the portion of such Additional Rent that is in

proportion to the area of the Overlease Premises that is represented by the area

of the Premises shall be added to the rent payable under this Sublease pursuant

to Section 4.1.





4.4 Additional Space; Amended Allocation. Sublessor and Sublessee


may, by mutual agreement, revise Attachment A to (i) add additional space to the

Premises to be leased by Sublessor under this Sublease, (ii) revise the location

of the space leased under this Sublease, or (iii) make such other modifications

and amendments as the parties may mutually agree.





5.1. Use of Premises. Sublessee shall use the Premises only for the


purpose of general office use and as otherwise described in the Overlease.





6.1. Assignment and Sublease. Sublessee shall not mortgage,


encumber, assign, sublease or otherwise dispose of or transfer its interest in

this Sublease or the Premises except as may be permitted by the Overlease.





7.1. Utilities and Services. Sublessor shall supply to the Premises


utilities and services to the extent that such utilities and services are

provided to Sublessor pursuant to the Overlease.





8.1. Quiet Enjoyment. If Sublessee pays the rent and other charges


herein provided and performs all of the covenants and agreements herein

stipulated to be performed on Sublessee's part, Sublessee shall, at all times

during said term, peaceably and quietly have, hold and enjoy the Premises

without disturbance from Sublessor or anyone claiming by or through Sublessor,

subject to the terms of this Sublease and to the rights of the parties presently

or hereinafter secured by any deed of trust or mortgage against the Premises.





9.1. Restoration of Damaged Premises. In the event the Premises are


damaged or destroyed or rendered partially untenantable for their then use by

fire or other casualty, the Sublessee shall notify Sublessor and promptly repair

the Premises and restore the same to the condition in which they were

immediately prior to the happening of such casualty.


9.2. Rent Abatement. During the period from the date of such


casualty until the Premises are repaired and restored, Sublessee's obligation to

pay the rent due hereunder, shall abate, but only to the extent that Sublessor's

rent payment obligations under the Overlease are





abated. The abatement shall be in the proportion of which the area of the

Premises destroyed or rendered untenantable bears to the total area of the



9.3. Fire and Other Casualty. Except as herein expressly provided,


this Sublease shall not terminate nor shall there be any abatement of rent as a

result of fire or other casualty.





10.1. Casualty Insurance. The Sublessee shall maintain in effect


policies of (i) comprehensive liability insurance and (ii) insurance covering

Sublessee's furniture, furnishings, trade fixtures and all other personal

property from time to time on or in the Premises in an amount not less than 100%

of their actual replacement cost.





11.1. Surrender of Premises. The Sublessee shall on the expiration


or the sooner termination of the Sublease Term surrender to the Sublessor the

Premises, including all buildings, replacements, changes, additions, and

improvements constructed or placed by the Sublessee thereon, with all equipment

in or appurtenant thereto, and all movable trade fixtures installed by the






12.1. Certificates. Either party shall, without charge, at any time


and from time to time hereafter, within ten (10) days after written request of

the other, certify by written instrument duly executed and acknowledged to any

mortgagee or purchaser, or proposed mortgagee or proposed purchaser, or any

other person specified in such request: (a) as to whether this Sublease has

been supplemented or amended, and if so, the substance and manner of such

supplement or amendment; (b) as to the validity and force and effect of this

Sublease, in accordance with its tenor as then constituted; (c) as to the

existence of any default thereunder; (d) as to the existence of any offsets,

counterclaims, or defense thereto on the part of such other party; (e) as to the

commencement and expiration dates of the term of this Sublease; and (f) as to

any other matters as may reasonably be so requested. Any such certificate many

be relied upon by the party requesting it and any other person to whom the same

may be exhibited or delivered and the contents of such certificate shall be

binding on the party executing same.





13.1. Default. Any of the following occurrences, conditions, or acts


shall constitute an "Event of Default" under this Sublease:





13.1.1. If:


(a) Sublessee defaults in making payment when due of any the rent, and

if such default shall continue for five (5) business days after Sublessor shall

have given written notice to Sublessee specifying such default and demanding

that same be cured;


(b) Sublessee defaults in the observance or performance of any other

provisions of this Sublease, and such default continues for thirty (30) calendar

days after Sublessor shall have given written notice to Sublessee specifying

such default and demanding that the same be cured (unless such default cannot be

cured by the payment of money and cannot with due diligence be wholly cured

within such period of thirty (30) calendar days, in which case Sublessee shall

have such longer period as shall be necessary to cure the default, so long as

Sublessee proceeds diligently to attempt to cure the same within such thirty

(30) day period, prosecutes the cure to completion with due diligence, and

advises Sublessor from time to time, upon Sublessor's request, of the actions

which Sublessee is taking and the progress being made);


13.1.2. Sublessee abandons or vacates the Premises for a period of

ten (10) consecutive calendar days;


13.1.3. Sublessee files a petition in bankruptcy, for

reorganization or for an arrangement pursuant to Federal Bankruptcy law or any

similar federal or state law; is adjudicated bankrupt or become insolvent; is

unable to meet Sublessee's obligations as they become due; or takes any

corporate action in furtherance of any of the foregoing;


13.1.4. A petition or answer shall be filed proposing (a) the

adjudication of Sublessee as bankrupt or (b) the reorganization of Sublessee

pursuant to Federal Bankruptcy law or any similar federal or state law, and (i)

Sublessee shall consent to the filing thereof, or (ii) such petition or answer

shall not be discharged or denied within sixty (60) days after the filing



13.1.5. A receiver, trustee, or liquidator (or other similar

official) of Sublessee shall be appointed with respect to (a) all or

substantially all of its businesses or assets or (b) the estate or interest of

Sublessee in the Premises and (i) shall not be discharged within sixty (60) days

thereafter or (ii) Sublessee consents to or acquiesces in such appointment;


13.1.6. The estate or interest of Sublessee in the Premises shall

be levied upon or attached in any proceeding and such process shall not be

vacated or discharged within sixty (60) days after such levy or attachment; or


13.1.7. Sublessee is dissolved, merged, consolidated or

reorganized, or any change occurs in the ownership or control of Sublessee,

without the prior written consent of Sublessor.


13.1.8. Notwithstanding the provisions of paragraphs 13.1.3,

13.1.4, 13.1.5 or 13.1.6 hereof, if at any time during the term hereof, (a)

proceedings in bankruptcy, insolvency or other similar proceedings are

instituted by or against Sublessee, whether or not





such proceedings result in an adjudication against Sublessee, or (b) should a

receiver of the business or assets of Sublessee be appointed; such proceedings

or adjudications shall not affect the validity of this lease so long as (i) the

rent reserved hereunder continue to be paid to Sublessor and (ii) the other

terms, covenants and conditions of this Sublease on the part of the Sublessee to

be performed, are performed. In such event, this Sublease shall continue to

remain in full force and in accordance with the terms herein contained.


13.2. Remedies. In case of Default,



(a) the rent shall become due thereupon and be paid up to the

time of re-entry, expiration and/or dispossession;


(b) Sublessor may elect the premises or any part or parts

thereof, whether in the name of Sublessor or otherwise, for a term or terms

which may, at Sublessor's option, be less than or exceed the period which would

otherwise have constituted the balance of the term of this sublease;


(c) Sublessee shall also pay to Sublessor, as liquidated damages

for the failure of Sublessee to observe and perform Sublessee's covenants herein

contained, any deficiency between the (i) rent hereby reserved and (ii) the net

amount, if any, of the rents collected on account of the lease or leases of the

Premises for the period which would have constituted the balance of the Sublease

Term (hereinafter called "Liquidated Damages"). Liquidated Damages shall be paid

as the said rent shall become due and payable in monthly installments. Sublessee

shall also pay to Sublessor such reasonable expenses as Sublessor-may incur in

connection with reletting, such as brokerage and preparation for reletting

(hereinafter called "Consequential Damages").


(d) Liquidated and Consequential Damages shall be paid in

monthly installments by Sublessee on the Rent Payment Dates specified in this

Sublease. Any suit brought to collect Liquidated and Consequential Damages for

any month shall not prejudice in any way the rights of Sublessor to collect

Liquidated and Consequential Damages for any subsequent month by a similar

proceeding. Sublessor, at Sublessor's option, may make such alterations,

repairs, replacements, and/or decorations in the premises as Sublessor; in

Sublessor's' sole judgment, considers advisable and necessary for the purpose of

reletting the premises; and the making of such alterations, repairs,

replacements, and/or decorations shall not operate or be construed to release

Sublessee from liability hereunder as aforesaid. Sublessor agrees to use its

best efforts to mitigate all damages and to elect the Premises in the event of

any Default specified herein.





14.1. Default by Lessor. If Sublessor fails to perform any covenant


or agreement in this Sublease contained on the part of Sublessor to be

performed, then and in such event, after the continuance of any such failure or

default for thirty (30) calendar days after notice is given by Sublessee to

Sublessor (notwithstanding any delay or forbearance in giving





such notice), Sublessee may cure such default. Sublessee may further make all

necessary payments in connection therewith, including, but not limited to the

payment of any reasonable attorney's fees, costs, and charges of or in

connection with any legal action which may have been brought. Sublessor agrees

to pay to Sublessee forthwith any amount so paid by the Sublessee, together with

interest thereon at the maximum legal rate, or if no such rate is established at

the rate of 12% per annum. All sums charged to Sublessor by Sublessee hereunder

shall be indebtedness of Sublessor to Sublessee payable on demand. If all such

indebtedness of Sublessor is not fully paid within 30 days after demand,

Sublessee may elect (i) to deduct such amount from rent subsequently becoming

due hereunder, (ii) terminate this Sublease upon thirty (30) calendar days

notice to Sublessor (unless Sublessor shall cure such default) or (iii) extend

this Sublease the same covenants and conditions and herein provided until such

indebtedness is fully paid by application to rents.


14.2. Default by Lessee. If Sublessee shall fail to-make or perform


any payment or act required by this Sublease, then Sublessor may (but need not),

make such payment or perform such act for the account of Sublessee. All amounts

so paid by Sublessor, and all incidental costs and expenses (including

attorneys' fees) incurred in connection with such payment or performance,

together with interest thereon at the maximum legal rate, or if no such rate is

established at the rate 12% per annum from the date of the making of such

payment or of the incurring of such costs and expenses, shall be paid by

Sublessee to Sublessor on demand.





15.1. Notices. All notices, demands, requests, consents, approvals,


offers, statements, and other instruments or communications required or

permitted to be given hereunder shall be in writing and shall be deemed to have

been given when delivered, or when mailed by first class registered or certified

mail, postage prepaid, and addressed as follows:


If to Sublessor:


David G. Bradley

The Advisory Board Company

600 New Hampshire Avenue, NW

Washington, D.C. 20037


If to Sublessee:


Clay M. Whitson

The Corporate Advisory Board Company

600 New Hampshire Avenue, NW

Washington, D.C. 20037


15.2. Amendments; Entire Agreement. This Sublease may not be


amended, modified, or terminated, nor may any obligation hereunder be waived

orally, and no such amendment, modification, termination, or waiver shall be

effective for any purpose unless it is in





writing, signed by the party against whom enforcement thereof is sought. This

Sublease is intended by the parties to be an entire, complete and integrated

statement of all their respective rights, obligations and remedies with respect

to the subject matter of this Sublease. All prior and contemporaneous oral or

written statements, representations, warranties or agreements are superseded and

merged in this Sublease.


15.3. Severability. If any provisions of this Sublease or any


application thereof shall be invalid or unenforceable, the remainder of this

Sublease and any other application of such provision shall not be affected



15.4. Binding Effect. This Sublease shall be binding upon and inure


to the benefit of and be enforceable by the respective successors and assigns of

the parties hereto.


15.5. Captions. The table of contents, the Article headings, and the


Section headings are for convenience of reference only and shall not limit or

otherwise affect the meaning hereof.


15.6. Counterparts. This Sublease may be executed in counterparts,


each of which shall constitute an original and all of which shall be one and the

same document.


15.7. Governing Law. This Sublease shall be governed by and


construed in accordance with the laws of the District of Columbia.


15.8. Relationship of Parties. Sublessor and Sublessee shall not be


considered or deemed to be joint venturers or partners and neither shall have

the power to bind or obligate the other except as set forth herein.


15.9. Default of Lessor's Trustee. In the event the Sublessor is


involved in any bankruptcy or insolvency proceedings and the Sublessor or the

Sublessor's trustee or receiver fails to perform any of the Sublessor's

obligations under this Sublease with the result that Sublessee is unable to use

the Premises for Sublessee's intended use, Sublessee shall have the option to

terminate this Sublease.


15.10. Construction. All terms used in this Sublease, regardless of


the number or gender in which they are used, shall be deemed and construed to

include any other number, singular or plural, and any other gender, masculine,

feminine, neuter, as the context or sense of this Sublease or any section,

subsection, or clause herein may require as if such terms had been fully and

properly written in such number or gender.


15.11. Subordination to Overlease. This Sublease is and shall remain


subject to the terms of the Overlease.


15.12. Exculpation. Nothing herein shall be construed to impose any


liability on the officers, directors or shareholders of Sublessee and

Sublessor's sole recourse under this Sublease (absent fraud or willful

misconduct by such officers, directors or shareholders) shall be against

Sublessee and the assets of Sublessee.




IN WITNESS WHEREOF, the parties have caused this Sublease to be

executed by their respective duly authorized officers as of the 21st day of

July, 1998.

























Location in Overlease Premises


Portion of Lobby level

Portion of Third floor

Portion of Sixth floor

Portion of Eighth floor

100% of Ninth Floor



Total Square Feet -54,5000