ALPHANET SOLUTIONS, INC.
EXHIBIT 10.26
STANDARD FORM
SUB-SUBLEASE AGREEMENT
This Sub-Sublease is made as of the 25th day of May, 1999, by and between
ALPHANET SOLUTIONS, INC., a New Jersey corporation (herein referred to as
"Sub-Sublandlord") and DATAJUMP, INC., a New Jersey corporation (hereinafter
referred to as "Sub-Subtenant") with regard to the following facts.
RECITALS
A. American International Recovery, Inc. (hereinafter referred to as
"Sublandlord") is the Tenant under that certain Office Lease dated as of March
14, 1988 (the "Office Lease"), with Xxxxxx Associates, a New Jersey partnership
(the "Landlord"), as amended by that certain Letter Agreement dated July 12,
1988 (the "Letter Agreement") the First Amendment to Lease dated March 29, 1989
(the "First Amendment") and the Second Amendment to Lease dated June 30, 1995
(the "Second Amendment") between Landlord and Sublandlord (the Office Lease,
Letter Agreement, First Amendment and Second Amendment is referred to herein
collectively as the "Master Lease") (a copy of which Master Lease is attached
hereto as Exhibit A and by this reference made a part hereof) concerning
approximately 16,038 rentable square feet of office space (the "Premises")
located on the first floor of the building (the "Building") located at 0
Xxxxxxxxx Xxxxxx, Xxx Xxxxxx.
B. Sub-Sublandlord is the Subtenant under a Sublease (the "Master
Sublease") dated as of May 27, 1998 between Sublandlord and Sub-Sublandlord
(therein referred to as "Subtenant"), whereby Sub-Sublandlord subleased from
Sublandlord the Premises consisting of approximately 16,038 rentable square feet
of space (which shall be hereafter referred to as the "Subleased Premises") more
particularly set forth on Exhibit B, attached hereto, upon the terms, covenants
and conditions herein set forth in the Master Sublease (a copy of which Master
Sublease is attached hereto as Exhibit B and by this reference made a part
hereof). Hereinafter the Landlord and the Sublandlord are sometimes referred to
collectively as the "Overlandlords" and the Master Lease and the Master Sublease
are sometimes referred to collectively as the "Overleases." The Tenant under the
Master Lease and the Subtenant under the Master Sublease are sometimes
collectively referred to as the "tenants."
C. Sub-Subtenant desires to sub-sublease from Sub-Sublandlord the
premises consisting of approximately 13,185 rentable square feet of space (which
shall be hereafter referred to as the "Sub-Subleased Premises") more
particularly set forth on Exhibit C, attached hereto, and Sub-Sublandlord has
agreed to sub-sublease the Sub-Subleased Premises to Sub-Subtenant upon the
terms, covenants and conditions herein set forth.
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In consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledge, the parties hereto agree as follows:
1. Sub-Sublease. Sub-Sublandlord hereby sub-subleases and demises to
Sub-Subtenant and Sub-Subtenant hereby hires and takes Sub-Sublandlord the
Sub-Subleased Premises. Sub-Subtenant shall have access to and the right to use
in common with Sublandlord, at no additional charge, the communications room and
the mechanical room within the Subleased Premises.
2. Term. The term of this Sub-Sublease (the "Term") shall commence on
June 1, 1999 and shall end, unless sooner terminated as provided in the
Overleases, on September 29, 2000.
3. Intentionally Deleted.
4. Services.
4.1. Electric. Sub-Subtenant shall pay $1.50 per rentable square foot
per annum as its proportionate share of tenant electric charges as additional
rent on a monthly basis at the rate of $1,648.13. Sub-Subtenant will pay
directly to Landlord any additional expenses attributable to the Sub-Subleased
Premises incurred for uses of services outside the normal Building Standard
Operation Hours.
4.2 Additional Services. Sub-Subtenant shall pay directly to the
Landlord any additional expenses attributable to the Sub-Subleased Premises
incurred for use of additional Landlord services.
5. Rent. Sub-Subtenant shall pay base rent during the Term of this
Sub-Sublease in the amount of $18.00 per rentable square foot of the
Sub-Subleased Premises or $237,330.00 annually, payable monthly in advance on
the first day of each month in equally monthly installments of $19,777.50. In
the event that the Term of this Sub-Sublease shall begin or end on a date which
is not the first day of a month, base rent shall be prorated as of such date.
Following the complete execution of this Sub-Sublease by the parties and prior
to the Commencement Date, Sub-Subtenant shall deliver to Sub-Sublandlord the
first month's base rent in the amount of $19,777.50. In addition, Sub-Subtenant
shall be responsible for all telephone charges incurred in connection with the
Sub-Subleased Premises during the Term of this Sub-Sublease and shall arrange
with the supplier of the same to have charges directly billed to Sub-Subtenant.
Following the complete execution of this Sub-Sublease by the parties and
prior to the Commencement Date, Sub-Subtenant shall pay the sum of $79,110.00,
determined under Section 6 below to the Sub-Sublandlord, which shall be held as
a security deposit ("Security Deposit"). Provided that Sub-Subtenant has not
defaulted in the payment of base rent or in any other of its obligations under
this Sub-Sublease beyond applicable notice and cure periods, the Security
Deposit shall be applied to the rent due for the last four (4) months of the
Term, subject to the terms specified in Paragraph 6 below.
6. Security Deposit. Following the complete execution of this
Sub-Sublease by the parties and prior to the Commencement Date, as stated in
Section 5 of this Agreement, Sub-Subtenant shall deposit with Sub-Sublandlord a
sum equal to four (4) months of base rent, equal to $79,110.00, as security for
the Sub-Subtenant's faithful performance of all of the terms and conditions of
this Sub-Sublease including the obligation to pay rent. For so long as the
Security Deposit has not been repaid by Sub-Sublandlord or applied to base rent
pursuant to Section 5 of this Agreement, it shall constitute an account payable
by Sub-Sublandlord to Sub-Subtenant within thirty (30) days after the
termination of this Sub-Sublease to the extent, if any, that the Security
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Deposit has not been applied by Sub-Sublandlord as hereinafter provided. If
Sub-Subtenant shall default beyond any applicable notice and cure periods as
defined herein with respect to any term and condition hereunder, then the
Security Deposit or any part hereof may be applied by Sub-Sublandlord (but
Sub-Sublandlord shall not be obligated to do so) to the actual damages sustained
by Sub-Sublandlord by reason thereof. No such application shall be construed as
an agreement to limit the amount of Sub-Sublandlord's claim, nor as a waiver of
any damage, nor as a release of any indebtedness, and Sub-Sublandlord shall
retain its claims against Sub-Subtenant to the extent not recovered in full from
the Security Deposit. If Sub-Sublandlord has so applied all or any part of the
Security Deposit, Sub-Sublandlord shall have the right (but not the obligation)
at any time thereafter to demand that Sub-Subtenant pay to Sub-Sublandlord a sum
equal to the amount so applied so that Sub-Sublandlord will always be in
possession of a sum equal to the amount of the Security Deposit. Sub-Subtenant
shall make each such remittance within thirty (30) days following such demand by
Sub-Sublandlord. Said remittance shall thereupon constitute a part of the
Security Deposit subject to the terms and provisions hereof. The failure of
Sub-Subtenant to make any such requested remittance within such thirty (30) day
period, and after applicable notice and cure period, may be treated by
Sub-Sublandlord as a failure by Sub-Subtenant to make timely payment of rent and
as an event of default.
7. Use. Sub-Subtenant covenants and agrees to use the Premises in
accordance with the provision of the Overleases and for no other purpose and
otherwise in accordance with the terms and conditions of the Overleases and this
Sub-Sublease.
8. Overleases. As appllied to this Sub-Sublease, the words "Landlord" and
"Tenant" as used in the Master Lease, and the words "Sublandlord" and
"Subtenant" as used in the Master Sublease, shall be deemed to refer to
Sub-Sublandlord and Sub-Subtenant hereunder, respectively. Sub-Subtenant and
this Sub-Sublease shall be subject in all respects to the terms of, and the
rights of the Overlandlords under, the Overleases. Except as otherwise expressly
provided in Section 8 hereof, the covenants, agreements, terms, provisions and
conditions of the Overleases insofar as they relate to the Sub-Subleased
Premises and insofar as they are not inconsistent with the terms of this
Sub-Sublease are made a part of and incorporated into this Sub-Sublease as if
recited herein in full, and the rights and obligations of the Overlandlords and
the tenants under the Overleases shall be deemed the rights and obligations of
Sub-Sublandlord and Sub-Subtenant respectively hererunder and shall be binding
upon and inure to the benefit of Sub-Sublandlord and Sub-Subtenant respectively.
As between the parties hereto only, in the event of a conflict between the terms
of the Overleases and the terms of this Sub-Sublease, the terms of this
Sub-Sublease shall control.
9. Operating Expenses/Real Estate Taxes. This is a "gross" sublease.
Sub-Subtenant shall have no obligation pursuant to Article 7 of the Master Lease
or under paragraph 9 of the Master Sublease, to pay Sub-Sublandlord operating
expenses or real estate taxes.
10. Overlandlords' Performance Under Overleases.
10.1 Sub-Subtenant recognizes that Sub-Sublandlord is not in a position
to render many of the services or to perform many of the obligations required of
Sub-Sublandlord by the terms of this Sub-Sublease. Therefore, notwithstanding
anything to the contrary contained in this Sub-Sublease, Sub-Subtenant agrees
that performance by Sub-Sublandlord of its obligations hereunder are conditional
upon due performance by the Overlandlords of its corresponding obligations under
the Overleases and Sub-Sublandlord shall not be liable to Sub-Subtenant for any
default of the Overlandlords under the Overleases. Sub-Subtenant shall not have
any claim against Sub-Sublandlord by reason of the Overlandlords' failure or
refusal to comply with any of the provisions of the Overleases unless such
failure or refusal is a result of Sub-Sublandlord's act or failure to act. This
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Sub-Sublease shall remain in full force and effect notwithstanding the
Overlandlords' failure or refusal to comply with any such provision of the
Overleases and Sub-Subtenant shall pay the base rent and all other charges
provided for herein without any abatement, deduction or setoff whatsoever.
Notwithstanding the foregoing, if Overlandlords default in any of their
obligations under the Overleases, Sub-Subtenant shall be entitled to participate
with Sub-Sublandlord in any action undertaken by Sub-Sublandlord in the
enforcement of Sub-Sublandlord's rights against Overlandlords. If
Sub-Sublandlord elects not to take action, whether legal action or otherwise,
for the enforcement of Sub-Sublandlord's rights against Overlandlords,
Sub-Subtenant shall have the right to take such action in its own name and, for
that purpose and only to such extent, all the rights of Sub-Sublandlord under
the Overleases with respect to the Sub-Subleased Premises shall be and are
hereby conferred upon and assigned to Sub-Subtenant, and Sub-Subtenant shall
protect, defend, indemnify and hold Sub-Sublandlord harmless from all claims,
costs and liabilities, including attorney' fees and costs, arising out of or in
connection with any such action by Sub-Subtenant. Sub-Subtenant covenants and
warrants that it fully understands and agrees to be subject to and abide by all
of the covenants, agreements, terms, provisions and conditions of the
Overleases, except as modified herein. Furthermore, Sub-Subtenant and
Sub-Sublandlord further covenant not to take any action or do or perform any act
or fail to perform any act which would result in the failure or breach of any of
the covenants, agreements, terms, provisions or conditions of the Overleases on
the part of the tenants thereunder.
10.2 Whenever the consents of the Overlandlords shall be required by,
or Overlandlords shall fail to perform their obligations under, the Overleases,
Sub-Sublandlord agrees to use its good faith efforts to obtain, at
Sub-Subtenant's sole cost and expense, such consents and/or performance on
behalf of Sub-Subtenant.
10.3 Sub-Sublandlord represents and warrants to and covenants with
Sub-Subtenant that (a) the Overleases is in full force and effect, (b)
Sub-Subtenant has and shall have no obligations with respect to the
Sub-Subleased Premises with respect to tenant restoration of alterations made
prior to the commencement date of the Term of this Sub-Sublease (including the
demising wall to be constructed by Sub-Sublandlord), the correction of damage,
failure to make repairs or other conditions relating thereto, or any other
obligations with respect thereto arising prior to the commencement date of the
Term of this Sub-Sublease, and (c) except with respect to a dispute with the
Overlandlords concerning the payment of certain unbilled utility charges, there
are no outstanding notices, claims or demands from the Overlandlords, nor is
there any state of facts which could give rise to such notices, claims or
demands, relating to any breach or alleged breach of any tenant obligations
under the Overleases.
10.4 Sub-Sublandlord covenants that Sub-Subtenant shall have quiet
enjoyment of the Sub-Subleased Premises during the Term, including, despite the
provisions of the Overleases (including the Master Lease rules), (a) 24-hour,
7-day per week access to the Sub-Subleased Premises, and (b) the right to
maintain a kitchenette with refrigerator and microwave.
11. Variations from Overleases. The following covenants, agreements,
terms, provisions and conditions of the Overleases are hereby modified or not
incorporated herein:
11.1 Notwithstanding anything to the contrary set forth in the
Overleases, the base rent payable under this Sub-Sublease and the Term of this
Sub-Sublease shall be as set forth in Sections 2 and 5. There is no additional
rent payable pursuant to paragraph 9 of the Master Sublease. The provisions of
paragraphs 3, 11.2 and 13 of the Master Sublease shall not apply to this
Sub-Sublease.
11.2 The parties hereto represent and warrant to each other that
neither party dealt with any broker or finder in connection with the
consummation of this Sub-Sublease other than the Delaware Xxxxxx Group, Inc. And
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Krupat Group, Ltd. (the "Brokers"), and each party agrees to indemnify, hold and
save the other party harmless from and against any and all claims for brokerage
commissions or finder's fees, other than to the Brokers, arising out of either
of their acts in connection with this Sub-Sublease. The Sub-Sublandlord shall
pay the Brokers' fees, it being understood and agreed that those fees shall not
exceed 5% of the aggregate base rent payable during the Term of this
Sub-Sublease. The provisions of this Section 11.2 shall survive the expiration
or earlier termination of this Sub-Sublease.
11.3 Notwithstanding anything contained in the Overleases to the
contrary, as between Sub-Sublandlord and Sub-Subtenant only, all insurance
proceeds or condemnation awards received by Sub-Sublandlord under the Overleases
shall be deemed to be the property of Sub-Sublandlord.
11.4 Any notice which may or shall be given by either party hereunder
shall be either delivered personally, sent by certified mail, return receipt
requested, or by overnight express delivery, addressed to the party for whom it
is intended at 00 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxxxx 00000 (if to the
Sub-Subtenant), with a copy to R. Xxxxx Xxxxxx, Esq., Xxxxxxxxxx Xxxxxxx, PC, 00
Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and to AlphaNet Solutions, Inc.,
Attention: Xxxxxx Xxxxxxxxx, 0 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000,
with a copy to Xxxx Xxxxx, Esq., General Counsel, at the same address (if to the
Sublandlord), or to such other address as may have been designated in a notice
give in accordance with the provisions of this Section 11.4.
11.5 All amounts payable hereunder by Sub-Subtenant shall be payable
directly to Sub-Sublandlord, as follows:
Checks payable to:AlphaNet Solutions, Inc.
Checks mailed to:. 0 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
11.6 The provision of Articles Fifth, Eighth, Ninth, Tenth and Eleventh
of Second Amendment and the provision of Articles Second, Third, Sixth and
Seventh of First Amendment and Article 12 and 39.0 of the Master Lease shall not
apply to this Sub-Sublease.
11.7 Sub-Sublandlord shall deliver and Sub-Subtenant shall accept the
Sub-Subleased Premises in their presently existing "as is" condition, except
that Sub-Sublandlord shall construct a demising wall between the Premises and
the Subleased Premises, comply with all fire codes and deliver a certificate of
occupancy, if legally required, and shall permit the Sub-Subtenant to have
access to the communications room and the mechanical room in order to install
wiring and cabling and to move existing cabling serving the Sub-Subleased
Premises in preparation for the commencement of the Term.
11.8 Sub-Subtenant shall have the right, at Sub-Subtenant's sole cost
and expense, subject to the prior written approval of the Overlandlords and
pursuant to the terms of Article 11 of the Master Lease, to alter and construct
improvements in the Sub-Subleased Premises.
11.9 Sub-Subtenant shall remove any Sub-Subtenant improvements in the
Sub-Subleased Premises and restore the Sub-Subleased Premises to the same
condition existing on the date of Sub-Sublandlord's delivery of the
Sub-Subleased Premises to Sub-Subtenant upon the expiration of the Term hereof.
11.10 Sub-Sublandlord agrees that Sub-Subtenant shall have the right to
use the Building parking facilities pursuant to the terms of the Lease, and is
entitled to fifty (50) unreserved spaces.
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12. Signage Sub-Subtenant shall coordinate directly with the Landlord for
additional directory signage at Sub-Subtenant's sole cost.
13. Security System. Sub-Subtenant shall have the right to install a
security system prior to or at any time during Sub-Subtenant's occupancy,
provided that Sub-Subtenant shall remove the system at its own expense at the
end of the Term if required by the Overlandlords.
14. Indemnity. Sub-Subtenant hereby agrees to protect, defend, indemnify
and hold Sub-Sublandlord harmless from and against any and all liabilities,
claims expenses, losses and damages, including, without limitation, reasonable
attorneys' fees and disbursements, which may at any time be asserted against
Sub-Sublandlord by (a) the Overlandlords for failure of Sub-Subtenant to perform
any of the convenants, agreements, terms, provisions or conditions contained in
the Overleases which by reason of the provisions of this Sub-Sublease
Sub-Subtenant is obligated to perform, or (b) any person by reason of
Sub-Subtenant's use and/or occupancy of the Sub-Subleased Premises or negligent
or intentional acts in or about the Building. The provisions of this Section 12
shall survive the expiration or earlier termination of the Overleases and/or
this Sub-Sublease.
15. Certificates. Sub-Subtenant shall at anytime and from time to time as
requested by Sub-Sublandlord upon not less than ten (10) days prior written
notice, execute, acknowledge and deliver to Sub-Sublandlord a statement in
writing certifying that this Sub-Sublease is unmodified and in full force and
effect (or if there have been modifications that the same is in full force and
effect as modified and stating the modifications, if any) certifying the date to
which rent and any other charges have been paid and stating whether or not, to
the knowledge of the person signing the certificate, that Sub-Sublandlord is not
in default beyond any applicable grace period provided herein in performance of
any of its obligations under this Sub-Sublease, and if so, specifying each such
fault of which Sub-Subtenant may have knowledge, it being intended that any such
statement delivered pursuant hereto may be relied upon by others with whom
Sub-Sublandlord may be dealing.
16. Assignment or Subletting. Subject further to all of the rights of the
Overlandlords under the Overleases and the restrictions contained in the
Overleases, Sub-Subtenant shall not be entitled to assign this Sub-Sublease or
to sublet all or any portion of the Sub-Subleased Premises without the prior
written consent of Sub-Sublandlord, which consent may be withheld by
Sub-Sublandlord in its sole discretion.
17. Severability. If any term or provision of this Sub-Sublease or
the application thereof to any person or circumstances shall, to the extent, be
invalid and unenforceable, the remainder of this Sub-Sublease or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and
each term or provision of this Sub-Sublease shall be valid and be enforceable to
the fullest extent permitted by law.
18. Entire Agreement; Waiver. This Sub-Sublease contains the entire
agreement between the parties hereto and shall be binding upon and inure to the
benefit of their respective heirs, representatives, successors and permitted
assigns. Any agreement hereinafter made shall be ineffective to change, modify,
waive, release, discharge, terminate or effect an abandonment herein, in whole
or in part, unless such agreement is in writing and signed by the parties
hereto.
19. Captions and Definitions. Captions to the Sections in this
Sub-Sublease are included for convenience only are not intended and shall not be
deemed to modify or explain any of the terms of this Sub-Sublease.
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20. Further Assurance. The parties hereto agree that each of them, upon
the request of the other party, shall execute and deliver, in recordable form if
necessary, such further documents, instruments or agreements and shall take such
further action that may be necessary or appropriate to effectuate the purposes
of this Sub-Sublease.
21. Governing Law. This Sub-Sublease shall be governed by and in all
respects constructed in accordance with the internal laws of the State of New
Jersey.
22. Consent of Overlandlords. The validity of this Sub-Sublease shall be
subject to the Landlord's prior written consent hereto pursuant to the terms of
the Overleases. The parties shall act use all good faith efforts to obtain the
approvals necessary so that the Commencement Date occurs on June 1, 1999.
IN WITNESS WHEREOF, the parties hereto have caused this
Sub-Sublease to be executed as of the day and year first above written.
"Sub-Sublandlord"
ALPHANET SOLUTIONS, INC.
a New Jersey corporation
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
"Sub-Subtenant"
DATAJUMP, INC.,
a New Jersey corporation
By: /s/ Xxxxx X. Xxxxx for Datajump
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: CEO/Treasurer
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[DIAGRAM OF OFFICE SPACE DEPICTED]
[OMITTED]
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