SUBLEASE AND TECHNICAL SUPPORT AGREEMENT
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THIS SUBLEASE AND TECHNICAL SUPPORT AGREEMENT (the "Agreement"),
executed this 1st day of July 2002, is by and between XXXXX BROS. ("Xxxxx" or
"Sublease") and THE XXXXXXX.XXX, INC., a Delaware corporation ("Bancorp" or
"Sublessor").
BACKGROUND
A. Bancorp is "Tenant" and 1818 Market-VEF II, LLC is "Landlord"
pursuant to a lease dated as of June 16, 2000 (the "Master Lease"), pursuant to
which Master Lease, Bancorp has leased 14,839 Rentable Square Feet (as defined
in the Master Lease) on the twenty-eighth floor (the "Leased Space") of the
property located at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx (the
"Building"). A true and correct copy of the Master Lease is attached hereto as
Exhibit "A".
X. XXXXX desires to lease approximately 3,081 square feet of the Leased
Space from Bancorp subject to the terms and conditions hereof.
C. Bancorp has the ability to provide to XXXXX certain technical
support services that XXXXX desires to use subject to the terms and conditions
hereof.
TERMS
Based upon the foregoing recitals, each of which has been acknowledged
as true and correct by the parties hereto and made a part hereof, the parties,
in consideration of the promises contained herein and intending to be legally
bound hereby, agree as follows:
1. SUBLEASE. Sublessor hereby agrees to lease to Sublessee, and
Sublessee agrees to lease from Sublessor, a portion of the Leased Space located
on the twenty-eighth floor of the Building consisting of approximately 3,081
square feet (the "Premises"), as so marked on attached Exhibit "B" hereto.
Sublessee shall have the exclusive right to use that portion of Premises
consisting of the offices as so marked on Exhibit "B" hereto. Sublessor shall
also have the non-exclusive right to utilize copying, bathroom and other
facilities with respect to the Leased Space, as so marked on Exhibit "B" hereto.
2. RENT. Sublessee shall pay to Sublessor rent in an amount equal to
twenty-one percent (21%) of the Minimum Rent payable by Sublessor under the
Master Lease in equal monthly installments on or before the tenth day of each
calendar month in advance. Sublessee shall also pay to Sublessor, within ten
(10) days of written demand therefor, its Allocable Share (as defined later in
this Section 2) of any additional costs, pass through, or other payments due
from Sublessor under the Master Lease. As used in this Agreement, the term
"Allocable Share" shall mean twenty-one percent (21%), being the percentage
produced by dividing the 3,081 square feet of the Premises by the 14,839 square
feet of the Leased Space.
3. TERM. The term of this Agreement shall commence on the Effective
Date and shall continue until termination of the Master Lease, unless earlier
terminated pursuant hereto. Sublessee may terminate this Agreement on not less
than sixty (60) days' prior written notice to Sublessor of its intention to do
so, but shall nonetheless be bound to pay rent through the actual date of
termination. Sublessor may terminate this Agreement on not less than one hundred
twenty (120) days' written notice to Sublessee.
4. REIMBURSEMENT OF TENANT IMPROVEMENTS. Tenant agrees to reimburse
Sublessor for their allocated portion of the security system, furniture,
electricity, office cleaning, heating and air conditioning, water, Use and
Occupancy Tax, insurance and any other expense incurred on its behalf by
Sublessor necessary to its operations.
5. ADHERENCE TO MASTER LEASE TERMS. Sublessee hereby agrees that it
will follow, adhere to and respect all terms of the Master Lease with respect to
the Building and the Leased Space. Sublessee will not take any action, or fail
to take any action, if such act or failure to act would result in a breach of
the Master Lease.
6. TELEPHONE EXPENSE. Sublessor has installed and operates a phone
system that shall be used by Sublessee. Sublessee shall pay to Sublessor within
ten (10) days of being billed therefor by Sublessor its actual "as used" phone
expense.
7. TECHNICAL SUPPORT. Sublessor shall provide to Sublessee technical
support to include, but not be limited to, the following (collectively, the
"Technical Support Services"):
(a) Internet Conductivity with 2 meg smds line, security firewall,
maintenance and upgrades to such internet systems;
(b) an on site network specialist no less than once weekly;
(c) all data and application support and upgrades including computer
program licenses;
(d) corporate email including delivery, maintenance and upgrades;
(e) network storage space on local server and shared space for
organization;
(f) phone support including range of numbers, maintenance,
troubleshooting and upgrades; and
(g) full customer support.
Sublessee shall pay to Sublessor, as consideration for its provision of
the Technical Support Services, a fee of $1,000 per month plus $35 per hour for
on site technical support on or before the first day of each calendar month in
advance.
8. CONFIDENTIALITY. In the course of occupying space that will have
shared access and certain common facilities, employees and agents of Sublessor
and Sublessee may be exposed to each other's proprietary and confidential
documents and information. Each of Sublessor and Sublessee hereby agrees that it
will hold all such information in strict confidence and will not divulge any
information about the other.
9. LATE PAYMENTS. All late payments made after the tenth of the month
and any reimbursements made more than ten days after demand therefor has been
made by Sublessor will be subject to interest at the prime rate plus 2%.
Sublessee will pay attorneys' fees and any other costs of collection related to
delinquencies not cured within (30) days.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
caused this Agreement to be executed by their duly authorized officers the day
and year first above stated.
XXXXX BROS.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Chairman
THE XXXXXXX.XXX, INC.,
A Delaware corporation
By: /s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx, President
