Exhibit 10.12
SUBLEASE
1. PARTIES
This Sublease is entered into as of the 21st day of May, 1999 by and between
Global Mobility Systems, Inc., a Nevada corporation, as Sublessor, and Shopping
Sherlock, Inc., a Delaware corporation, as Sublessee, under that certain
Bellefield Office Park Lease Agreement ("Master Lease") dated February 10, 1998
by and between Xxxxxxx Properties, L.P. as Landlord, and Sublessor as Tenant, a
copy of which is attached hereto marked Exhibit A, and incorporated herein by
reference.
2. PROVISIONS CONSTITUTING SUBLEASE
This Sublease shall be of no force and effect unless and until the Landlord
under the Master Lease shall grant its consent in writing thereto and this
Sublease is subject to all of the terms and conditions of the Master Lease
except as specifically exempted herein and Sublessee shall assume and perform
the obligations of Sublessor as Tenant in said Master Lease to the extent said
terms and conditions are applicable to the premises subleased pursuant to this
Sublease. Sublessee shall not commit or permit to be committed on the subleased
premises any act or omission that shall violate any term or condition of the
Master Lease. Sublessor shall not commit or permit to be committed on the
subleased premises any act or omission that shall violate any term or condition
of the Master Lease or interfere with Sublessee's quiet enjoyment of the
premises. All of the terms and conditions contained in the Master Lease are
incorporated herein as terms and conditions of this Sublease (with each
reference therein to Landlord and Tenant to be deemed to refer to Sublessor and
Sublessee) and, along with all of the following paragraphs set out in this
Sublease, shall be the complete terms and conditions of this Sublease.
3. PREMISES
Sublessor subleases to Sublessee and Sublessee hires from Sublessor those
certain premises consisting of approximately 1,723 rentable square feet,
addressed as ("Premises") 00000 X.X. 0xx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX, shown
on the plan attached hereto as Exhibit B.
The Premises shall be subleased in its present "as-is", "where-is" condition,
except that Sublessor, at Sublessor's expense, shall a) re-key the front entry
door, providing Sublessee with three (3) sets of Building and Premises keys, and
b) provide Building Standard directory and suite signage for Sublessee.
Sublessor makes no warranties or representations whatsoever as to the condition
of the Premises including, without limiting the intent hereof, the existence of
toxic or hazardous materials or if the Premises meet all current laws,
regulations or building codes. If modifications are required to be made to the
Premises in order to comply with such current laws, regulations or building
codes, now or in the future, then all expenses related to such modifications
shall be borne solely by Sublessee. Any such required modifications by Sublessee
shall not be performed without obtaining Landlord's and Sublessor's prior
written consent.
4. TERM
Approximately Twenty One and one half months commencing June 15, 1999 and ending
March 31, 2001. Upon execution hereof and consent by Landlord, Sublessee shall
be provided
possession of the Premises for purposes of installing network cabling, server
racks and other work necessary for the operation of its business.
5. RENT
Sublessee shall pay to Sublessor, as basic rent for the Premises, monthly
installments in advance on the first day of each month in the amount of Three
Thousand Four Hundred Forty Six and No/100 Dollars ($3,446.00) in lawful money
of the United States of America, to Sublessor at the address stated herein or to
such other person or at such other places as Sublessor may designate in writing.
Upon execution hereof, Sublessee shall prepay the first month's rent in the
amount of Three Thousand Four Hundred Forty Six and No/100 Dollars ($3,446.00).
6. USE
The Premises shall be used and occupied for general office purposes.
7. SECURITY DEPOSIT
Sublessee shall deposit with Sublessor, upon execution hereof, the sum of Three
Thousand Four Hundred Forty Six and No/100 Dollars ($3,446.00) as security for
Sublessee's faithful performance of Sublessee's obligations hereunder. If
Sublessee fails to pay rent or other charges due hereunder, or otherwise
defaults with respect to any provision of this Sublease, Sublessor may use,
apply or retain all or any portion of said deposit for the payment of any rent
or other charge in default or for the payment of any other sum to which
Sublessor may become obligated by any reason of Sublessee's default, or to
compensate Sublessor for any loss or damage which Sublessor may suffer thereby.
If Sublessor so uses or applies all or any portion of said deposit, Sublessee
shall, within ten (10) days after written demand therefor, deposit cash with
Sublessor in an amount sufficient to restore said deposit to the full amount
hereinabove stated and Sublessee's failure to do so shall be a breach of this
Sublease, and Sublessor may at its option, terminate this Sublease. Sublessor
shall not be required to keep said deposit separate from its general accounts.
If Sublessee performs all of Sublessee's obligations hereunder, said deposit or
so much thereof as had not theretofore been applied by Sublessor shall be
credited, without payment of interest for its use, against the last month's
rent.
8. DEFAULT
In the event of default by Sublessee of the payment of rents or in the
performance of any other terms and conditions of this Sublease, Sublessor shall
have, in addition to whatever other rights and remedies it may have at law or in
equity, the same rights and remedies against Sublessee as Landlord has against
Sublessor as Tenant under the Master Lease.
9. ASSIGNMENT AND SUBLETTING
Neither Sublessee nor Sublessor shall further assign this Sublease or any
interest therein or further sublet any portion of the premises or any right or
privilege appurtenant thereto without
the consent of the Landlord and Sublessor first had and obtained, which shall
not be unreasonably withheld.
10. PARKING
Parking shall be allowed as per the Master Lease. Therefore, any parking stalls
which may be allocated to Sublessor under the terms of the Master Lease, if any,
shall be transferred to Sublessee as part of this Sublease. Charges, if any, for
the use of such parking stalls shall be borne solely by Sublessee.
11. NOTICE
Any notice required and permitted to be given hereunder must be in writing and
may be given by personal delivery or by mail, and if given by mail shall be
deemed sufficiently given if sent by registered or certified mail addressed to
Sublessee at the Premises or served upon Sublessee or its representative at the
Premises, and to Sublessor at the address below. Either party may give written
notice to the other specifying a different address for notice purposes except
that Sublessor may in any event use the premises as Sublessee's address for
notice purposes.
IN WITNESS WHEREOF, this Sublease has been executed the date and year first
above written.
SUBLESSEE
Shopping Sherlock, Inc. BY: /s/ Xxxxxxx XxXxxxx
00000 X.X. 0xx Xxxxxx, #000 ------------------------------------
Xxxxxxxx, XX 00000 TITLE: CFO
SUBLESSOR
Global Mobility Systems, Inc. BY: /s/ Xxxxxxx Xxxxxxxx
00000 X.X. 0xx Xxxxxx ------------------------------------
Xxxxxxxx, XX 00000 TITLE: VP, Finance
FOR AN ACKNOWLEDGEMENT IN A CORPORATE CAPACITY:
STATE OF Washington )
)
COUNTY OF King )
On this 21st day of May, 1999, before me personally appeared Xxxxxxx XxXxxxx to
me known to be the CFO and executed the within and foregoing instrument, and
acknowledged the same instrument to the true and voluntary act and deed of said
corporation for the uses and purposes therein mentioned and on oath stated that
they were authorized to execute said instrument.
Dated: 5-21-99 /s/ Xxxxxx Xxxxxxx
-------------------------------------
Notary Public Signature
Xxxxxx Xxxxxxx
Seal or Stamp Type or Print Name of Notary
State of Washington
Residing in Kirkland
Appointment Expires 4/29/02
FOR AN ACKNOWLEDGEMENT IN A CORPORATE CAPACITY:
STATE OF Washington )
)
COUNTY OF King )
On this 21st day of May, 1999, before me personally appeared Xxxxxxx Xxxxxxxx to
me known to be the VP, Finance and executed within the foregoing instrument,
acknowledged the same instrument to the true and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned and on oath stated that
they were authorized to execute said instrument.
Dated: 5/21/99 /s/ Xxxxx X. Xxxxxx
-------------------------------------
Notary Public Signature
Xxxxx X. Xxxxxx
Seal or Stamp Type or Print Name of Notary
State of Washington
Residing in Seattle
Appointment Expires 11/1/99
RIDER 1
12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBLESSOR
a. Sublessor represents and warrants the following to Sublessee as of the date
of this Sublease: (1) the document attached hereto as Exhibit A is a true,
accurate and complete copy of the Master Lease, and there is no other document,
agreement or understanding between Sublessor and Landlord with respect to the
lease of the Premises; (2) Sublessor has not assigned , sublet or transferred
any interest of Sublessor in the Master Lease or the Premises, except as set
forth in this Sublease; (3) to the best of Sublessor's knowledge, there exists
no default under the Master Lease, or any condition which with the passage of
time or the giving of notice, or both, would constitute a default under the
Master Lease, on the part of either Sublessor or Landlord; (4) the expiration
date of the Master Lease is March 31, 2001.
b. Sublessor shall perform all obligations of Tenant under the Master Lease,
except to the extent such obligation is required to be performed by Sublessee
hereunder. Sublessor shall use reasonable efforts (exclusive of filing any
lawsuit or paying any monies or incurring any liabilities) to enforce the
obligations of Landlord for the benefit of Sublessee, to the extent that the
failure to perform any such obligation by Landlord has, or is reasonably
anticipated to have, a material adverse effect upon Sublease. If Sublessor is
not obligated, by the preceding sentence or otherwise, to enforce the
obligations of Landlord of the benefit of Sublessee, and does not enforce such
obligations in a timely manner, then, upon written request of Sublessee,
Sublessor will assign to Sublessee any claim, cause of action, right or remedy
available to enforce such obligation, and collect damages for such failure top
perform, and Sublessor will thereafter cooperate with Sublessee as reasonably
necessary to enforce such obligations. Sublessor will not modify the Master
Lease (so as to materially decrease the obligations of Landlord with respect to
the Premises, or to diminish the rights available to Sublessee hereunder) or
terminate the Master Lease without the express written consent of Sublessee,
notwithstanding that any such termination may be permitted by the terms of the
Master Lease, Sublessor will immediately forward to Sublessee all communications
received by Sublessor relating to the Premises.
13. INDEMNITY
a. Except to the extent caused by the negligence or willful misconduct of
Sublessor, its agents, employees, contractors or invitees, Sublessee shall
indemnify, defend with counsel reasonably acceptable to Sublessor and hold
Sublessor harmless from and against any and al claims, litigation, judgments
causes of action, damages, costs and expenses (including reasonable attorneys'
fees) caused by or arising in connection with: (i) the use, occupancy or
condition of the Premises by Sublessee; (ii) the negligence or willful
misconduct of Sublessee or its agents, employees, contractors, or invitees; or
(iii) a breach of Sublessee's obligations under this Sublease or the provisions
of the Master Lease assumed by Sublessee hereunder. Sublessee's indemnification
of Sublessor shall survive termination of this Sublease.
b. Except to the extent caused by the negligence or willful misconduct of
Sublessee, its agents, employees. Contractors or invitee, Sublessor shall
indemnify, defend with counsel reasonably acceptable to Sublessee and hold
Sublessee harmless from and against any and all claims, liabilities, judgments,
causes of action, damages, costs and expenses (including attorneys' and experts'
fees) caused by or arising in connection with: (i) a breach of Sublessor's
representations or obligations under this Sublease; (ii) a breach of Sublessor's
representations or obligations as Tenant under the Master Lease to the extent
those obligations are not assumed by Sublessee under this Sublease; or (iii) the
negligence or willful misconduct of Sublessor, its agents, employees,
contractors or invitees occurring on the Premises. Sublessor's indemnification
of Sublease shall survivee termination of this Sublease.
c. Neither Sublessor nor the Sublessee shall be liable to the other for
incidental, consequential, indirect or special damages of any kind, including
any financial loss that would be properly characterized at any of the foregoing.
EXHIBIT B
Cross hatched portion outlined in red reflects the Premises as referenced in
Paragraph 1 of the Lease. As built condition may vary from plan. Not to scale
[Floor Plan of Premises]
