SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT, made and entered into this 9th day of
December, 1998, by and between Maritz Inc., a Missouri corporation
(hereinafter referred to as "Sublessor") and Pro Business Services, Inc., a
Delaware corporation (hereinafter referred to as "Sublessee"):
WITNESSETH:
WHEREAS, Claremont - Bridgewater Associates, L.P. (hereinafter
referred to as "Landlord") and Sublessor entered into that certain Lease
dated February 1, 1991 as amended by a First Amendment of Lease dated August
31, 1995, (hereinafter referred to as "Lease"); attached hereto and
incorporated herein as Exhibit "A", leasing certain space therein described.
NOW, THEREFORE, for and in consideration of the mutual covenants set
forth below, it is hereby agreed as follows:
1. Sublessor hereby subleases to Sublessee that certain space in Landlord's
building containing approximately 8,342 square feet of space, located at
000 Xxxxx 00 Xxxx, Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx, as more
specifically described in said Exhibit "B" (hereinafter referred to as
the "Premises").
2. The term of this Sublease shall commence on the 10th day of January, 1999
(or upon delivery of possession of the Premises to Sublessee, if earlier)
and shall expire on the 30th day of April, 2001.
3. During the term of this Sublease, Sublessee shall pay to Sublessor, as
gross Rent, the sum of Thirteen Thousand Nine Hundred Three and 33/100
($13,903.33) Dollars per month. Rent for any partial month shall be
prorated. Sublessee shall pay such rents in the times and manner set
forth in said Lease. Notwithstanding the above, Rent for the first
fourteen (14) days of the Sublease term shall be abated, such that Rent
shall commence on the fifteenth day of the term. The Rent payment for the
period of January 24, 1999 to January 31, 1999 will be deposited with
the Sublessor upon execution of this Sublease Agreement by the Subtenant.
4. Sublessee acknowledges that neither Landlord nor Sublessor has made any
representations or warranties to Sublessee with respect to the Premises;
and that Sublessee accepts the Premises in its present "AS IS" condition.
5. Sublessee agrees to timely perform and be bound by all of the terms,
covenants, conditions, obligations and agreements set forth in said
Lease; and that Sublessee shall assume full liability for its failure to
so perform. All of the terms and conditions of the Lease are incorporated
herein as terms and conditions of this Sublease and shall bind and inure
to the benefit of Sublessee and Sublessor (with each reference therein to
Landlord, Tenant and Premises to be deemed to refer to Sublessor,
Sublessee, and Premises respectively), excepting only the following
Sections of the Lease:
Third paragraph on page 1, regarding Minimum Rent
Sections 36.4, 36.5, 36.6, 36.7, 36.8, 36.9, 37, 46, 64, Exhibit B
6. Sublessee's right to assign or sublease its interest in this Sublease
shall be as provided in Sections 11 and 48 of the Lease.
7. All notices that are required to be given hereunder, shall be in writing
and delivered by United States registered or certified mail, postage
prepaid, addressed to the parties hereto at this respective addresses
below.
SUBLESSOR: SUBLESSEE:
Real Estate Department ProBusiness Services, Inc.
Maritz Inc. Attn: Xxxxx Xxxx, Real Estate Department
0000 Xxxxx Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000 Xxxxxxxxxx, XX 00000
8. The parties warrant that they have dealt with no broker or person in
connection with this transaction other than The Garibaldi Group and CB
Xxxxxxx Xxxxx, Inc.; and they shall hold the other and the Landlord
harmless for any claims made by any other brokers claiming through them.
This provision shall survive the termination of this Sublease. Sublessor
shall pay any brokerage commissions or fees owing to The Garibaldi Group
and CB Xxxxxxx Xxxxx, Inc. in connection with this transaction and
Sublessee shall have no liability therefor.
9. The Sublessee shall pay to the Sublessor on the execution of this
sublease the sum of Thirteen Thousand Nine Hundred Three and 33/100
($13,903.33) as a deposit to the Sublessor to stand as security for the
payment by the Sublessee of any and all present and future debts and
liabilities of the Sublessee to the Sublessor land for the performance by
the Sublessee of all its obligations arising under or in connection with
this Sublease. The Sublessor shall repay the security deposit to the
Sublessee without interest at the end of the Sublease term, provided all
rent due has been paid and the Premises are vacated in as good condition as
received at the commencement of the Sublease, ordinary wear and tear
accepted.
10. This Sublease shall be subject to the approval of Landlord, pursuant to a
written letter of consent. Sublessor shall use all reasonable efforts to
obtain Landlord's approval of this Sublease as soon as possible following
execution of this Sublease, but in no event later than December 31, 1998.
In the event that Landlord's approval as stated herein is not obtained by
December 31, 1998, then either party may, by written notice to the other,
terminate this Sublease, and each party shall be relieved of any further
obligation to the other with respect to this Sublease. Any prepaid rent and
security deposit paid by Sublessee shall be returned to Sublessee in such
case.
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11. Sublessor hereby agrees that it will continue to pay rent to Landlord in
accordance with the terms of the Lease, and to otherwise comply with the
terms and conditions thereof. In the event Sublessor fails to pay when
due rent or any other sum of money required to be paid under the Lease,
Sublessee may pay the same to Landlord and deduct and offset the amount
of such payment from any rent or other sums of money owing to Sublessor
under the terms of the Sublease.
12. Sublessor represents, warrants and covenants that Sublessor has disclosed
to Sublessee any and all defects, Hazardous Materials or damages in or to
the Premises actually known to Sublessor, without inquiry, as of the date
of this Sublease. Sublessor represents that to the best of its knowledge,
as of the date of this Sublease, the Premises are free of Hazardous
Materials. Sublessor shall indemnify Sublessee for the presence of any
Hazardous Materials in, on, under or about the Sublease Premises which
result form Sublessor's use, storage or disposal of Hazardous Materials
in, on or about the Premises.
13. Sublessor shall remove its name from all locations in the Building (and
repair any damage caused by such removal) prior to the Commencement Date.
Sublessee will have the use of all sign locations previously utilized by
Sublessor.
14. Notwithstanding anything in this Sublease or the Lease to the contrary,
Sublessee shall not be responsible for or indemnify Sublessor or Landlord
for, any loss of or damage or injury caused by Sublessor's breach of its
obligations under the Lease.
WHEREFORE, Sublessor and Sublessee have respectively signed and sealed
this Sublease the day and year first above written.
SUBLESSEE:
Pro-Business Services, Inc.
By: /s/ Xxxxx Xxxx
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Print Name: Xxxxx Xxxx
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Title: MP Corp Services
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Sublessor:
Maritz Inc.
By: Xxxxxx X. Xxxxx
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Print Name: Xxxxxx X. Xxxxx
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Title: Vice President
Corporate Real Estate
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