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EXHIBIT 10.14
SUBLEASE
BY AND BETWEEN
QUANTUM CORPORATION
AND
CHANNELPOINT, INC.
FOR SUBLEASE PREMISES LOCATED AT
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BASIC SUBLEASE INFORMATION
This Basic Sublease Information is provided solely as a convenience to summarize
certain Sublease provisions and is not intended as a complete summary of all
material terms and conditions of the Sublease. In the event of any inconsistency
between any information shown in this Basic Sublease Information and the
provisions of the Sublease, the provisions of the Sublease shall govern.
Subtenant's Address: ChannelPoint, Inc.
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Sublandlord's Address: Quantum Corporation
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Attn: Real Estate Department
Master Landlord: Pocol Holdings, Ltd.
a Colorado limited partnership
Permitted Use: General office, warehouse, and any other
legally permitted use approved by Master
Landlord, provided such use does not involve
the use of Hazardous Materials
Rentable Area of Sublease Premises: Approximately 150,000 square feet,
constituting the entire Building
Sublease Premises: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sublease Commencement Date: January 1, 2000
Sublease Expiration Date: September 30, 2002
Rent Commencement Date: July 1, 2000
Initial Monthly Base Rent (NNN): $96,875.00 (based on $7.75 per year per
square foot for 150,000 square feet)
Annual increases in Base Rent: Three percent (3%)
Security Deposit: $98,750.00
Subtenant's Broker: CRESA Partners
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TABLE OF CONTENTS
SECTION TITLE PAGE
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1. SUBLEASE PREMISES 1
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2. INCORPORATION OF MASTER LEASE 2
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3. TERM 2
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4. USE 3
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5. RENT 3
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6. SERVICES AND UTILITIES 4
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7. MAINTENANCE 4
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8. ASSIGNMENT AND SUBLETTING 5
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9. NOTICES 5
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10. DEFAULTS 6
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11. PROVISIONS OF MASTER LEASE 6
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12. ALTERATIONS 6
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13. SURRENDER AND HOLDOVER 7
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14. SECURITY DEPOSIT 7
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15. HAZARDOUS MATERIALS 7
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16. SIGNAGE 8
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17. SUBTENANT'S INSURANCE 8
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18. MASTER LANDLORD CONSENT 9
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19. MISCELLANEOUS 9
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amended by that certain First Amendment to Industrial Lease dated January 1,
1997 (collectively, the "Master Lease"). Subtenant acknowledges having reviewed
a copy of the Master Lease, which is attached hereto as Exhibit A.
B. Sublandlord desires to lease to Subtenant and Subtenant desires
to lease from Sublandlord the Premises on the terms and conditions set forth in
this Sublease.
1. SUBLEASE PREMISES
a. Sublandlord leases to Subtenant and Subtenant hires from
Sublandlord the following described premises together with the appurtenances
thereto, situated in the City of Colorado Springs, State of Colorado, commonly
known and described as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and
consisting of approximately 150,000 rentable square feet, in three Phases, as
follows:
Approximate
Phase Delivery Date Square Footage Location
----- ------------- -------------- --------
I January 1, 2000 32,691 Office Space
II February 15, 2000 95,347 Assembly/warehouse
III April 30, 2000 21,962 Warehouse
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Total: 150,000
Phase I, Phase II and Phase III are collectively referred to herein as the
"Sublease Premises." The location of each Phase of the Sublease Premises is
shown on the plan attached hereto as Exhibit B.
b. In the event Sublandlord is unable to deliver possession of any
Phase of the Sublease Premises to Subtenant on the dates indicated for any
reason, then Sublandlord shall not be liable for any damage caused thereby, nor
shall this Sublease be void or voidable nor shall the term hereof be extended
beyond September 30, 2002. In the event Phase III is not delivered to Subtenant
on or prior to April 30, 2000, the July 1, 2000 rent commencement date as to
the 21,962 square feet of Phase III shall be delayed one (1) day after July 1,
2000 for each day of late delivery of the Phase III. In the event the term of
this Sublease commences after January 1, 2000, the expiration date of this
Sublease shall continue to be September 30, 2002, and the term of the Sublease
shall be adjusted accordingly.
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This Sublease is subject to all of the terms and conditions of the
Master Lease and Subtenant hereby accepts, assumes and agrees to perform all of
the obligations of Sublandlord as Tenant under the Master Lease to the extent
such obligations are applicable to the Sublease Premises and all of the terms
and conditions of the Master Lease are incorporated herein as terms
and conditions of this Sublease (with each reference therein to Landlord, Tenant
and Premises to be deemed to refer to Sublandlord, Subtenant, and Sublease
Premises respectively), excepting only the following provisions of the Master
Lease and as set forth in Paragraph 11 below:
Section 1.A, 1.C
Section 2.A, 2.B, 2.C
Section 3.A, 3.B
Section 4
Section 12-paragraphs one, two & three
Section 26
Section 31
Section 35
Exhibit A, Exhibit B, Exhibit C, Exhibit D
In the event of any conflict or inconsistency between the
incorporated terms of the Master Lease and the terms of the Sublease which are
set forth in full, the terms of the Sublease which are set forth in full shall
prevail to the extent of any such inconsistency.
In the event that either Subtenant or Sublandlord shall receive any
notice from the Master Landlord regarding a default pursuant to any of the
provisions of the Master Lease, the party receiving such notice shall promptly
give a copy thereof to the other party.
3. TERM
a. The term of this Sublease ("Sublease Term") shall commence on
January 1, 2000 ("Sublease Commencement Date") and end on September 30, 2002
("Sublease Expiration Date"), unless earlier terminated pursuant to the
provisions of this Sublease.
b. In the event of the termination for any reason of Sublandlord's
interest as Tenant under the Master Lease, then this Sublease shall terminate
therewith without any liability of Sublandlord to Subtenant; provided, however,
that Sublandlord may be liable to Subtenant for any termination of the Sublease
that results from Sublandlord's breach of the Master Lease, so
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the Master Lease in full force and effect is caused in whole or in part by
Subtenant or its agents, employees or contractors); (b) Sublandlord shall not
agree to any amendment to the Master Lease that would materially adversely
affect Subtenant during the Sublease Term; (c) except on account of damage or
destruction or condemnation, Sublandlord shall not, without Subtenant's written
consent, exercise any right to terminate the Master Lease, with respect to any
period within the Sublease Term; (d) except to the extent such obligations are
assumed by Subtenant under this Sublease and except those obligations which
Sublandlord contests in good faith, Sublandlord shall perform its obligations
under the Master Lease during the Sublease Term (unless the failure to perform
is caused in whole or in part by Subtenant or its agents, employees or
contractors).
4. USE
Subtenant shall use the Sublease Premises solely for the Permitted
Use identified in the Basic Sublease Information and for no other purpose
without the consent of Sublandlord and Master Landlord. Subtenant agrees that
its use shall comply with all applicable laws, statutes, ordinances,
governmental rules, regulations and requirements, including without limitation
all applicable fire and building codes and all Environmental Laws
(collectively, "Governmental Requirements"), and that it shall not use or permit
the Sublease Premises to be used for any purposes other than those described
above. Subtenant shall not commit or permit to be committed on the Sublease
Premises any act or omission which shall violate any term or condition of the
Master Lease.
5. RENT
a. Subtenant shall pay Monthly Rental to Sublandlord as follows,
without offset or deduction for the Sublease Premises, in advance, on the first
day of each month of the Sublease Term, in lawful money of the United States.
Monthly Rental shall commence on July 1, 2000. Rent for any partial month shall
be prorated on the basis of the number of days in such month. All Monthly Rental
and other charges payable by Subtenant under this Sublease shall be referred
to herein as "Rent."
PERIOD MONTHLY BASE RENT (NNN)
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July 1, 2000 to June 30, 2001 $ 96,875.00
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July 1, 2001 to June 30, 2002 $ 99,781.25
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July 1, 2002 to September 30, 2002 $102,774.69
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c. Rent payments shall be sent to Sublandlord in care of the
following address:
Quantum Corporation
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Attn: Lease Administration
d. Subtenant shall pay Sublandlord a late charge equal to the lesser
of 8% of the late payment of Rent (including but not limited to Monthly Base
Rent, Common Operating Costs, utilities as provided in Section 6 below, and
maintenance costs as provided in Section 7 below) or the maximum rate permitted
by law, if Rent is not received by Sublandlord when due. Notwithstanding the
foregoing, the late charge shall not be applied the first time in any calendar
year in which Rent is not received by Sublandlord within five (5) days after
same is due. In addition, Sections 25.B and 25.C of the Master Lease shall apply
to late payments.
6. SERVICES AND UTILITIES
Subtenant shall pay for all water, gas, heat, light, telephone and
all other utilities applicable to the Sublease Premises together with any taxes
thereon. If any such services are not separately metered to the Sublease
Premises, Subtenant shall pay a reasonable proportion to be determined by
Sublandlord of all charges jointly metered with the remainder of the Building.
Subtenant shall contract for all utilities directly with the provider after
Subtenant is delivered occupancy of all Phases of the Sublease Premises.
Subtenant shall pay for all utilities for which Subtenant has not directly
contracted with the provider within twenty-five (25) days of receipt of invoice
from Sublandlord. Subtenant shall directly contract and pay for at least weekly
janitorial and such security services for the Sublease Premises as Subtenant
may require.
7. MAINTENANCE
As provided in Section 10 of the Master Lease, Subtenant shall
maintain all aspects of the Sublease Premises in good order, condition and
repair during the term of the Sublease. Sublandlord shall have the right to
enter the Sublease Premises upon reasonable prior notice to inspect the
condition thereof. Subtenant shall deliver a copy of its maintenance records for
the Sublease Premises to Sublandlord on a quarterly basis, within thirty (30)
days after the end of every calendar quarter (or portion thereof) during the
Sublease Term.
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9. NOTICES
All notices and demands of any kind required to be given by
Sublandlord or Subtenant hereunder shall be in writing and effective the next
business day after depositing with a nationally recognized overnight courier
service such as Federal Express or three (3) days after depositing in the United
States certified mail, return receipt requested, postage prepaid, and addressed
to Sublandlord or Subtenant, as the case may be, at the address set forth below
or at such other address as they may designate from time to time by giving
notice in accordance with the provisions of this Section 9.
If to Sublandlord: Quantum Corporation
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Attn: Vice President, Real Estate
Send copy to:
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Director, Real Estate and Development
Quantum Corporation
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If to Subtenant: ChannelPoint, Inc.
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If to Master
Landlord: Pocol Holdings, Inc.
c/o ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Denver Technology Center
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a. Subtenant shall indemnify and hold harmless both (i) Sublandlord,
and its agents, employees, directors and officers, and (ii) Master Landlord,
pursuant to the indemnity provisions of the Master Lease;
b. The obligations of Master Landlord under the Master Lease
(including the indemnification and maintenance obligations) shall remain the
obligations of Master Landlord and shall not be assumed by Sublandlord; and
c. The right of entry of Master Landlord under the Master Lease
shall be the right of each of Master Landlord and Sublandlord.
12. ALTERATIONS
In the event Subtenant desires to make alterations, additions or
improvements to the Sublease Premises, Subtenant shall concurrently provide to
each of Sublandlord and Master Landlord, in accordance with the notice
provisions herein, a description of the proposed alterations, additions or
improvements, together with and a copy of the proposed plans and specifications
for review and approval. Subtenant shall make no alterations, additions or
improvements in or to the Sublease Premises without the prior written consent of
both Sublandlord and Master Landlord. Sublandlord shall not unreasonably
withhold, condition or delay its consent to any proposed alteration, addition or
improvement. It shall not be unreasonable for Sublandlord to withhold consent to
any alteration, addition or improvement for which Master Landlord does not
provide consent. Sublandlord shall give its consent or reasons for failure to
consent to any proposed alteration, addition or improvement within five (5)
business days after Sublandlord has received from Subtenant a description of
the proposed alterations, additions or improvements, together with and a copy of
the proposed plans and specifications. Any such approved alterations, additions
or improvements shall be installed in accordance with the terms of the Master
Lease. Subtenant shall restore the Sublease Premises at the expiration or
earlier termination of the Sublease Term to its condition existing as of the
Commencement Date, reasonable wear and tear excepted, unless Master Landlord
otherwise agrees in writing.
Sublandlord shall be responsible for removal (and restoration
necessitated by such removal) at the end of the term of the Master Lease of any
alterations Sublandlord made to the Sublease Premises during its tenancy which
Master Landlord requires to be removed in accordance with the provisions of
Section 10.C of the Master Lease.
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as a result of such failure to vacate, plus interest at the rate of the lesser
of 18% per annum or the maximum rate allowed by law, on all amounts not paid by
Subtenant within ten (10) days of demand.
14. SECURITY DEPOSIT
Upon execution of this Sublease, Subtenant shall pay to Sublandlord
the sum of $98,750.00 as a non-interest bearing security deposit for Subtenant's
performance under this Sublease. In the event Subtenant has performed all of the
terms and conditions of this Sublease throughout the term, this amount paid as
security deposit shall be returned to Subtenant within 30 days after
Subtenant's vacating the Sublease Premises, after first deducting any sums owing
to Sublandlord. In the event Subtenant breaches this Sublease, Sublandlord will
be entitled but not obligated to use or retain some or all of this security
deposit to compensate for any loss, expense or risk associated with the breach,
all without seeking judicial relief. In the event of such recourse to the
security deposit, Sublandlord is entitled to require Subtenant to replenish the
security deposit funds on thirty days' written notice. In no event will
Subtenant be entitled to have access to or require any portion of Sublandlord's
deposit with the Master Landlord.
15. HAZARDOUS MATERIALS
a. As used herein, the terms "Environmental Laws," "Hazardous
Materials," and "Hazardous Material Activities" shall have the same meanings as
identified section 7D of the Master Lease.
b. Subtenant shall conduct any and all of its Hazardous Materials
Activities on the Premises and Sublease Premises in compliance with applicable
Environmental Laws.
c. Subtenant shall, at its own expense, procure, maintain in effect
and comply with all conditions of any and all environmental permits, licenses,
certificates, authorizations, or approvals required under any Environmental Laws
for any Hazardous Materials Activities at the Premises or Sublease Premises by
Subtenant ("Environmental Approvals").
d. Sublandlord and Subtenant each shall deliver promptly to the
other any notices, orders, or similar documents received from any governmental
agency or official or third party concerning any alleged violation of any
Environmental Law. Upon having knowledge thereof, Sublandlord and Subtenant each
shall promptly provide notice to the other party of:
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e. Sublandlord shall indemnify, hold harmless, and defend Subtenant
from and against any liabilities, claims, demands, obligations,
responsibilities, losses, damages (whether punitive or consequential), charges,
costs and expenses (including, without limitation, attorneys', experts', and
consultants' fees and costs of investigation and feasibility studies) fines,
penalties and monetary sanctions or interest which are incurred at any time
related directly or indirectly to Hazardous Materials Activities of Sublandlord
or its employees, agents, contractors or invitees on or about the Premises or
Sublease Premises.
f. Subtenant shall indemnify, hold harmless, and defend Sublandlord
from and against any liabilities, claims, demands, obligations,
responsibilities, losses, damages (whether punitive or consequential), charges,
costs and expenses (including, without limitation, attorneys', experts' and
consultants' fees, costs of investigation, and feasibility studies), fines,
penalties, and monetary sanctions or interest which are incurred at any time
related directly or indirectly to Hazardous Materials Activities of Subtenant or
its employees, agents, contractors or invitees on or about the Premises or
Sublease Premises.
g. The provisions of Sections 15.e and 15.f shall survive the
expiration or earlier termination of this Sublease.
16. SIGNAGE
Subtenant shall be entitled to utilize any building or monument
signage available to the Tenant under the Master Lease, with such signage being
subject to the approval of the Master Landlord and the terms of the Master
Lease. Subtenant shall remove such signage at the expiration or earlier
termination of the Sublease Term, and shall restore any damage caused by such
removal.
17. SUBTENANT'S INSURANCE
Subtenant shall during the Sublease Term keep in full force and
effect the general liability insurance, all risk property insurance, worker's
compensation insurance and any other insurance required to be carried by Tenant
under Section 5.A of the Master Lease, all in accordance with the provisions of
such Section 5.A of the Master Lease. Master Landlord, Master Landlord's
managing agent, and Sublandlord shall be named additional insureds against
claims for personal injury and property liability as described in Section 5.A of
the Master Lease. Subtenant shall deliver to Sublandlord at least ten (10) days
prior to the Sublease
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terminate this Sublease upon written notice to the other given prior to
receiving Master Landlord's consent.
b. This Sublease (and delivery of possession of the Sublease
Premises to Subtenant) is subject to the condition that Subtenant reach
acceptable agreement with Master Landlord regarding (i) options to lease the
Sublease Premises after expiration of the Sublease Term; (ii) rights to install
communications devices; and (iii) parking rights on adjacent land. This
condition is for the benefit of Subtenant and may be waived by Subtenant at any
time. In the event Subtenant has not reached satisfactory agreement with Master
Landlord regarding these three items by January 7, 2000 and notified Sublandlord
of thereof as of such date, Subtenant shall have the right to terminate this
Sublease by giving Sublandlord written notice of termination on or prior to
January 15, 2000, time being strictly of the essence. In the event Subtenant
fails to notify Sublandlord by January 15, 2000 of Subtenant's termination of
this Sublease pursuant to this Section 18.b, this condition shall be deemed
waived, and Subtenant's right to terminate the Sublease pursuant to this Section
18.b shall be void and of no further force or effect.
19. MISCELLANEOUS
a. Subtenant represents and warrants that it has not had dealings
with any real estate broker, finder or other person who could claim a commission
or finder's fee from Sublandlord with respect to this Sublease other than CRESA
Partners. Sublandlord represents and warrants that it has not had dealings with
any real estate broker, finder or other person who could claim a commission or
finder's fee from Sublandlord with respect to this Sublease. Each party shall
hold the other harmless from all damages resulting from such party's breach of
the foregoing representation and warranty. Sublandlord shall pay CRESA Partners
a commission for this transaction in the amount of $65,000, payable at rent
commencement in accordance with the provisions of a separate agreement.
b. This Sublease may be executed in one or more counterparts, each
of which shall be deemed the original, and together which shall constitute an
original.
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c. The individuals signing below represent that they have the
requisite corporate authority to execute this Sublease on behalf of their
respective corporations and to bind their respective corporations to the terms
and conditions of this Sublease. On or prior to January 31, 2000, Subtenant
shall deliver to Sublandlord evidence satisfactory to Sublandlord that the below
named individuals are authorized to execute this Sublease on behalf of
Subtenant.
d. This instrument contains all of the agreements and conditions
made between the parties hereto and may not be modified orally or in any other
manner other than by an agreement in writing signed by all of the parties
hereto. This Sublease supersedes and revokes all prior negotiations, letter of
intent and understandings, whether oral or in writing, between the parties
or their respective representatives.
"SUBLANDLORD" "SUBTENANT"
Quantum Corporation ChannelPoint, Inc.
a Delaware corporation a Colorado corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇ ▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------- ------------------------------
Title: Worldwide Corporate Title: SVP Finance and Administration/CFO
Real Estate & Services/Vice ----------------------------------
President
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Date Executed: Dated Executed: February 15, 2000
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CERTIFIED SIGNATURE AUTHORITY & RESOLUTIONS
The undersigned, being duly elected Assistant Corporate Secretary of
ChannelPoint, Inc., a Colorado corporation ("Corporation"), hereby certifies
that the following is true in lieu of a special meeting of the Corporation's
Board of Directors.
RESOLVED, that the Corporation is hereby authorized to execute,
deliver and fully perform that certain sublease document dated January 1, 2000
by and between the Corporation and Quantum Corporation, a Delaware corporation
(the "Sublease"), for the sublease of space at 5825 ▇▇▇▇ ▇▇▇▇▇▇▇ Boulevard,
Colorado Springs, Colorado.
RESOLVED FURTHER, that the following officers acting together:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Vice President Finance and Administration, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, as Vice President Human Resources and Facilities are authorized to
execute and deliver the Sublease on behalf of the Corporation, together with any
other documents and/or instruments ancillary to the Sublease. The execution
thereof to be conclusive evidence of such approval and to execute and deliver on
behalf of the Corporation all other documents necessary to effectuate said
transaction in conformance with these resolutions.
Dated: February 4, 2000
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/s/ ▇▇▇▇▇ C. T. LINFIELD
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▇▇▇▇▇ C. T. Linfield, Assistant
Corporate Secretary
and
/s/ ILLEGIBLE
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General Counsel
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