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EXHIBIT 10.5
SUBLEASE
This Sublease is entered into this 26th day of March, 1997, between
Xxxxxxx Engineers, an Arizona partnership ("Sublessor") and ParcPlace Digitalk,
a Delaware corporation ("Sublessee").
Sublessor is the Tenant under a Lease from Xxxxxxx Properties,
successor-in-interest to VFT Real Estate Corp. IV, a Delaware corporation,
Landlord, dated March 3, 1994 (the "Lease"). The lease covers approximately
2,862 rentable sq. ft. in the building located at 0000 XX Xxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxx Xxxxxx. A complete copy of the Lease is attached hereto as
Exhibit A.
Sublessee wishes to sublease from Sublessor, all of the premises
covered by the Lease.
NOW THEREFORE, Sublessor hereby subleases the premises described in the
attached Exhibit B (the "Premises"), an area of approximately 2,862 rentable sq.
ft. and Sublessee agrees to sublease the Premises from Sublessor on the
following terms:
1. Term The term of this Sublease shall commence on April 15,
1997, and shall continue through and including June
29, 2000.
2. Rent Sublessee shall pay to Sublessor base rent in the sum
of 53,458.25 per month from April 15, 1997 through
June 30, 1997, and $3,577.50 per month from July 1,
1997 through June 29, 2000 on the first day of each
month of the lease term. Base rent shall be escalated
at the same time and in the same amount per square
foot as the rent paid by Sublessor to the Landlord
under Sections 19.1 & 19.4, Excavation Provisions, in
the Maters Lease dated march 4, 1994. Sublessor shall
pay to the Landlord under the Lease all rent and
other charges required to be paid by Sublessor under
the Lease.
3. Sublessee
Consideration Sublessee shall pay the sum of $0 as sublease
consideration. Sublessor may apply the sublease
consideration to pay the cost of performing any
obligation which Sublessee fails to perform within
the time required by this Sublease, but such
application by Sublessor shall not be the exclusive
remedy for Sublessee's default. If the sublease
consideration is applied by Sublessor, Sublessee
shall on demand pay the sum necessary to replenish
the sublease consideration to its original amount. To
the extent not applied by Sublessor to cure defaults
by Sublessee, the sublease consideration shall be
applied against the rent payable for the last month
of the term. The sublease consideration shall not be
refundable.
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4. Obligations of
Sublessee Sublessee shall perform all of the obligations of
Tenant under the Lease (except the obligation to pay
rent and other obligations inconsistent with this
Sublease) as if Sublessee were the Tenant under the
Lease and Sublessor was the Landlord under the Lease.
The terms of the Lease are hereby expressly
incorporated as part of this Sublease. In the event
Sublessee fails to comply with such terms, or the
terms of this Sublease, Sublessor shall be entitled
to all of the remedies granted to Landlord in the
Lease, together with any other rights Sublessor might
otherwise have. All provisions in the Lease dealing
with indemnity and liability shall be applicable as
between Sublessor and Sublessee and Sublessees and
the Landlord under the Lease. Sublessee shall name
both Sublessor and the Landlord and Landlord's
managing agent under the Lease as named insured in
the insurance policies it is required to obtain
hereunder.
5. Representations
of Sublessor Sublessor represents and warrants that the Lease is
in good standing and that Sublessor has, to the best
of its knowledge, complied with all of its
obligations thereunder through the date hereof.
Sublessor shall make all rental and other payments
required by the Lease.
6. Condition of
Premises Unless otherwise expressly provided herein, the
Premises are leased as in the condition now existing
with no additional work to be performed by Sublessor
or Landlord.
7. Notices With respect to notices between Sublessor and
Sublessee, the addresses for notice shall be the
addresses stated in this Sublease.
8. Waiver of
Subrogation Neither Sublessor, Sublessee nor the Landlord under
the Lease (nor Landlord's managing agent) shall have
any claim against the other for any loss or damage of
a type which is coverable by fire and extended
coverage insurance, including water damage or
sprinkler leakage, regardless of negligence.
9. Sublessee
Improvements Sublessee improvements to space shall be at the sole
cost and responsibility of Sublessee. All
improvements to said space shall be approved by
Sublessor and Landlord.
10. Option to
Terminate As per paragraph 23 of the Addendum to the Master
Lease dated March 3, 1994, Xxxxxxx Engineers agrees,
so long as Sublessee is not in default, not to
terminate this lease through June 29, 2000.
11. Additional
Provisions This Sublease incorporates the terms and conditions
contained in the following Exhibits:
Exhibit A - The Lease
Exhibit B - Description of the Premises
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IN WITNESS WHEREOF, the parties have executed this Sublease as of the
day and year first written above.
SUBLESSOR: By:_________________________
Xxxxxxx Engineers, an Arizona Xxxx Xxxx, Partner
partnership
Address for notices:
c/o Xxx Eimsead
Xxxxxxx Engineers
0000 XX Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
SUBLESSEE: By:___________________________
ParcPlace Digitalk, Inc., a Delaware
corporation Title:________________________
Address for notices:
000 X. Xxxxxx
Xxxxxxxxx, XX 00000
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