EXHIBIT 10.19
SUBLEASE
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This Sublease, effective as of November 1, 1996, is between TEAM LABS
CORPORATION, a Colorado corporation, having an office at 0000X Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Sublandlord"), and VISUAL NUMERICS, INC.,
a Colorado corporation ("Subtenant").
THIS SUBLEASE IS MADE WITH REFERENCE TO THE FOLLOWING FACTS:
(A.) Xxxxxx X. Xxxxx ("Xxxxx") and Sublandlord, as Tenant, entered into a
written lease data October 19, 1994 (the "Master Lease" attached as Exhibit
A) for approximately 5,000 square feet in the Building known as 0000
Xxxxxxx Xxxxx, Xxxx X, and approximately 5,000 square feet in the Building
known as 0000 Xxxxxxx Xxxxx, Xxxx X, Xxxxxxx, Xxxxxxxx 00000 (together the
"Master Premises"). Xxxxx subsequently sold all of his right, title and
interest to the Master Lease to Norwest Bank, Colorado, National
Association, Trustee ("Master Landlord").
(B.) Subtenant desires to sublease a portion of the Master Premises described in
Section I of this Sublease from Sublandlord under the terms and conditions
of this Sublease.
THE PARTIES AGREE AS FOLLOWS:
1. PREMISES: Sublandlord subleases to Subtenant a portion of the Master
Premises containing approximately 2,000 square feet of rentable space
solely for Subtenant use and an additional 700 square feet of aisle-way and
loading space shared between Sublandlord and Subtenant in the Building
known as 0000 Xxxxxxx Xxxxx, Xxxx X, xxxxxxxxxxxx xx the attached Exhibit B
(the "Premises"). The parties intend that this instrustment shall be a
Sublease and not an assignment of the Master Lease as to a portion of the
Master Premises.
2. USE: Subtenant shall use the Premises for storage, repackaging, and
distribution of its equipment and records and for no other purposes unless
the Master Landlord and the Sublandlord have given prior written consent to
such other purposes.
3. TERM: The term (the "Term") of this Sublease shall commence on the
execution of the Sublease ("Commencement Date") and shall continue for one
year or until terminated by the provisions of this sublease.
4. TERMINATION OF SUBLEASE: Upon any termination of this Sublease, by
expiration of the Term or otherwise: (a) Subtenant shall immediately vacate
and surrender the possession of the Premises; (b) Subtenant shall surrender
the Premises in as good condition as when it took possession, except for
ordinary wear and tear, free of all liens and encumbrances; (c) return all
keys to the Premises to Sublandlord; and (d) Sublandlord shall have full
authority and license to enter and take possession of the Premises.
5. SUBJECT TO MASTER LEASE: This Sublease is subject to the terms and
conditions of the Master Lease and Subtenant shall not permit any act or
omission to act that will violate any provision of the Master Lease.
Subtenant shall comply with the terms and conditions of the Master Lease
and shall promptly perform all obligations of Sublandlord under the Master
Lease as they pertain to the Premises. Sublandlord does not assume the
obligations of the Master Landlord under the Master
Lease, but shall exercise due diligence m attempting to cause the Master
Landlord to perform its obligations under the Master Lease for the benefit
of Subtenant. Sublandlord shall not be liable to Subtenant for Master
Landlord's failure to perform any of Master Landlord's obligations under
the Master Lease but, upon the written request of Subtenant, Sublandlord
shall bring legal proceedings or take any other action against Master
Landlord to assure performance of Master Landlord's obligations under the
Master Lease as is reasonably requested by Subtenant.
Subtenant shall assume and perform to Sublandlord the obligations under the
Master Lease as it is applicable to the Premises subleased under this
Sublease.
6. RENT: Subtenant shall pay to Sublandlord as rent, nine hundred fifty
dollars ($950) per month, without deduction, set off, notice, or demand
except as specifically provided for in this Sublease, at the location
specified in Paragraph 25 (Notice) or at such other place as Sublandlord
shall designate from time to time by notice to Subtenant, on or before the
first day of each month of the Term. The rent for any partial month shall
be prorated on a per diem basis and shall be due with the first month's
rent. Subtenant shall pay a late fee of 1.5% per month on any rent not paid
by the first day of any particular month, prorated based on the number of
days past due, based on a thirty day month.
7. SECURITY DEPOSIT: Subtenant shall deposit $900.00 with Sublandlord upon
execution of this Sublease, as a security deposit to assure the faithful
execution of this Sublease and the faithful performance by Subtenant of all
its obligations under this Sublease.
If Subtenant is in default, Sublandlord can use the security deposit, or any
portion of it, to cure the default or to compensate Sublandlord for all damage
sustained by Sublandlord resulting from Subtenant's default. Subtenant shall
immediately on demand pay to Sublandlord, a sum equal to the portion of the
security deposit expended or applied by Sublandlord as provided in this
paragraph so as to maintain the security deposit in the sum initially
deposited with Sublandlord. Sublandlord shall deposit the security deposit in
an interest bearing account. Until termination of this Sublease, vacation of
the Premises, and a satisfactory inspection, Sublandlord shall return the
security deposit to Subtenant, minus any amounts due to Sublandlord for unpaid
rent, damage to the Premises, unpaid utilities or services contracted for by
Subtenant, or other amounts as provided by law.
8. CONDITION OF PREMISES: Subtenant shall take possession of the Premises in
an "as-is" condition. No representations or warranties have been made to
Subtenant concerning the condition of the Premises nor have any promises to
remodel, change, alter or improve the Premises been made by Sublandlord to
Subtenant. Subtenant acknowledges that no water, lavatory, plumbing or
heating are available to the Premises. Sublandlord has made no guaranty or
representation regarding the compliance of the Premises with the Americans
with Disabilities Act of 1990. Subtenant has inspected the Premises prior
to the execution of this Sublease. Subtenant shall arrange for and pay for
trash removal from the Premises.
9. ALTERATIONS, ADDITIONS AND IMPROVEMENTS: Subtenant shall not make any
improvements, alterations or additions to the Premises without prior
written consent oF Sublandlord. Any costs or expenses associated with such
improvement, alteration or addition shall be at the expense of Subtenant.
Subtenant shall be responsible for all permits, and all plans and
specifications, contractor and improvements must be provided to a
and approved by Sublandlord prior to the start of construction.
Subtenant shall not make any alterations or additions to the Premises
without first complying with the provisions of the Master Lease and
obtaining the consent of Sublandlord. Sublandlord's consent shall not be
unreasonably withheld, but it shall not be unreasonable for Sublandlord to
withhold its consent if Subtenant's proposed alterations would be
inconsistent with Sublandlord's proposed use of the Premises.
10. PARKING; LOADING/UNLOADING DOOR: Subtenant shall be entitled to use parking
around the Building at 0000 Xxxxxxx Xxxxx on a non-exclusive basis with all
other Tenants of such Building. Subtenant acknowledges that it is not
entitled to use any parking around the Building at 0000 Xxxxxxx Xxxxx.
Subtenant shall have clear access to the entrance door to the Premises and
the loading/unload door.
11. ITEMS STORED ON THE PREMISES: The parties acknowledge that the Premises are
a portion of the real property otherwise occupied by Sublandlord neither
Sublandlord nor Subtenant, nor any of their agents or invitees, shall
handle or use the property of the other party which may be stored or
located at the Master Premises or at the Premises without prior approval of
the other party.
12. SUBLETTING: Subtenant shall not sublet or assign all or any part of the
premises without the prior written consent of Sublandlord and Master
Landlord, which may be withheld in their sole discretion. Provided,
however, that if such consent is withheld, Subtenant may terminate this
lease without penalty. Subtenant shall not transfer or mortgage this
Sublease or any interest under it or allow any lien upon Subtenant's
interest by operation of law. Subtenant shall not allow the use or
occupancy of the Premises by anyone other than Subtenant, its agents and
employees.
13. INDEMNIFICATION: Subtenant shall indemnify and hold harmless Sublandlord
and Master Landlord from all damages, including but not limited to,
reasonable attorney fees, arising out of injury to any person or damage to
property occurring in, on or about the Premises when such injury or damage
is caused by the act, neglect or fault of Subtenant; Subtenant's default
under the terms of this Sublease; Subtenants act or inaction as a result of
which Sublandlord and/or Master Landlord has determined to be in violation
of any of the provisions of the Master Lease; or resulting from Subtenant's
actions in connection with any action or proceeding undertaken by Subtenant
to enforce Sublandlord's or Master Landlord's fights under the Master
Lease. This indemnification shall not apply to any injury to any person or
damage to property occurring in, on, or about the Premises, when such
injury or damage is caused in whole or in part by the act, neglect, or
fault of Sublandlord, its agents, contractors, or employees.
14. INSURANCE: Subtenant shall maintain, at its sole expense, for the entire
term of this Sublease, all insurance in the amounts and form required of
Sublandlord under the Master Lease, but shall not be less than one million
dollars ($1,000,000), and such insurance shall be primary of, and not
contributory to, that carried by Sublandlord or Master Landlord. All such
polices shall include broad form contractual liability and tenant legal
liability coverage, shall include the Sublandlord and Master Landlord, as
additional insureds. All such polices shall be issued by reputable
insurance companies and shall be endorsed to provide that they shall not be
canceled or materially reduced without thirty (30) days prior written
notice to Sublandlord and Master Landlord. Subtenant shall furnish a
certificate of insurance to Sublandlord and Master Landlord evidencing that
the required coverage is being maintained, together with such evidence as
Sublandlord shall deem satisfactory of the payment of premiums thereon.
15. TERMINATION OF MASTER LEASE: If the Master Lease is terminated for any
reason, this Sublease shall terminate simultaneously, and any unearned rent
paid in advance shall be refunded by Sublandlord to the Subtenant unless
the termination results from Subtenant's breach of this Sublease.
16. HOLDOVER: If subtenant shall holdover and retain possession of the premises
or any part of the premises after the termination of this Sublease, without
Sublandlord's consent, it shall constitute a default by Subtenant and
entitle Sublandlord to reenter and take possession of the premises and
Subtenant shall also pay all damages sustained by Sublandlord to Master
Landlord on or otherwise on account of such holding over.
17. DAMAGE TO PREMISES: If the Master premises are damaged by fire or casualty
and the Master Landlord or Sublandlord shall, under the terms of the Master
Lease, elect to terminate the Master Lease, this Sublease shall terminate
on the date of such notice, and rent shall be apportioned from the time of
the damage.
18. INSPECTION OF PREMISES: After reasonable notice (except in the case of an
emergency), Sublandlord may, at any reasonable time and from time to time
enter the premises for the purpose of inspecting the same and for such
other purposes as may be necessary or proper for reasonable protection of
its interest.
19. DEFAULT: Any act, failure to act or omission by Subtenant which is a breach
or default under the Master Lease shall be a breach of or default under
this Sublease. If Subtenant breaches or defaults in the performance of any
of the terms, covenants or conditions of this sublease or in the Master
Lease, Sublandlord shall have, in addition to any rights or remedies it may
have at law or in equity, all of the rights and remedies of Master Landlord
under the Master Lease. If Subtenant fails to do any act required of it
under the Sublease or Master Lease, Sublandlord may do so, and Subtenant
shall promptly pay the cost thereof plus interest at the rate of fifteen
percent (15%) per annum from date Sublandlord made payment for such act.
20. SUBTENANT'S REPRESENTATIONS AND ACKNOWLEDGMENT: Subtenant represents and
acknowledges that: (i) Subtenant is not an officer, director, or employee
of norwest corporation or any of its subsidiaries or affiliates; (ii)
Subtenant is not a "disqualified person" within the meaning of section
4975(e)(2) of the internal revenue code of 1986, as amended (the "code"),
with respect to any "qualified plan" listed on Exhibit C attached hereto
and made a part hereof, (iii) Subtenant bears no relationship described in
subsection 514 (c) (b) (iv) of the Code to any such "qualified plan"; (iv)
Subtenant is not a member of the immediate family of such a person; (v)
none of Subtenant's officers or directors or principal shareholders is any
of the above parties; and (vi) Subtenant is not an agent of any of the
above parties.
21. BINDING ON SUCCESSORS: Each provision of this Sublease shall extend to and
shall bind and inure to the benefit of Sublandlord and Subtenant and of
their respective successor and assigns.
22. SEVERABILITY: 'The unenforceability, invalidity, or illegality of any
provision of this Sublease shall not, render the other provisions
unenforceable, invalid, or illegal.
23. NOTICES: All notices shall be in writing, mailed certified mail, postage
prepaid. address to the parties as follows:
Sublandlord: Master Landlord: Subtenant: Copy to:
Team Labs Corporation Norwest Bank Colorado, N.A. Visual Numerics, Inc. Xxxxx Xxxxxx
0000X Xxxxxxx Xxxxx 0000 Xxxxxxxx 0000 Xxxxxxx Xxxx 9990 Richmond, Ste 100
Xxxxxxx, XX 00000 Xxxxxx, XX 00000-0000 Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Any party may, by notice, change the address to which notices are to be sent.
24. QUIET ENJOYMENT: As long as Subtenant performs its obligations under this
Sublease, it shall have the right of quiet and peaceable enjoyment of the
premises.
25. APPROVAL OF MASTER LANDLORD: This Sublease is subject to the approval of
Master Landlord. This Sublease shall be of no force or effect unless
consented to by Master Landlord.
26. ENTIRE AGREEMENT: This Sublease contains the entire agreement of the
parties with respect to the subject matter of this Sublease and supersedes
all prior agreements and understandings between the parties.
SUBLANDLORD SUBTENANT:
TEAM LABS CORPORATION VISUAL NUMERICS, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Its Treasurer Xxxxx Xxxxxxx
Vice President of Administration
and Controller
Date _________________________ Date ________________________
Master Landlord hereby consents to the sublease described above.
Norwest Bank Colorado, National Association, Trustee Under First Redeclaration
of Trust of Collective Real Estate Investment Fund for Employee Benefit Plans,
as Amended.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Assistant Vice President
Date ________________________
