EXHIBIT 10.39
SUBLEASE AGREEMENT
This Agreement is made as of the 6th day of January 1998 between
Fieldworks, Inc. (a Minnesota corporation), hereinafter referred to as
"Sublessor", and Apartment Search, Inc. (a Minnesota corporation) hereinafter
referred to as "Sublessee".
WITNESSETH, WHEREAS:
Sublessor, as Tenant, entered into a lease with Northwestern Mutual
Life Insurance Co., as Landlord, dated May 13, 1994 for 12,153 square feet and a
lease dated May 10, 1994 for 12,386 square feet, and as amended on May 22, 1997
and subsequently assigned from Northwestern Mutual Life Insurance Co. to The
Principal Mutual Life Insurance Co., by sale of the building for leasing space
at 0000-0000 Xxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx, (the "Building"), to
which lease (hereinafter, the "Prime Lease") reference is hereby made and a copy
is attached hereto as Exhibit B, and which is incorporated by reference as if
the same were hereinafter set forth at length; and
The parties hereto have agreed that Sublessor shall sublet all of such
space to Sublessee;
Now, therefore, the parties hereto hereby covenant and agree as
follows:
1) Sublessor hereby subleases to Sublessee approximately 3,117 square feet
of the space in said Building, described as the warehouse area only of
Bay B as depicted on Exhibit A attached hereto and made a part hereof,
(the "Subleased Premises") for a term beginning January 15, 1998 and
ending June 30, 1999 at a gross rental rate of One Thousand Eight
Hundred Eighteen and 25/100 Dollars ($1,818.25) per month. Sublessee
shall pay said gross rent provided for hereunder in monthly
installments in advance on the first day of each and every month during
the term hereof, commencing January 15, 1998, to the Sublessor at the
address in Article 12. For the purpose of this agreement, Gross Rent
shall include all amounts due to Sublessor, including base rent, common
area maintenance expenses, real estate taxes and utilities. Garbage
removal, janitorial services and phone hook-ups shall be in the name of
Sublessee and paid for directly by Sublessee commencing January 15,
1998.
2) Sublessee shall have the option to terminate the term of the Sublease
on February 1, 1999 by providing Sublessor with sixty (60) days prior
written notice and a termination penalty payment in the amount of $0.
3) The Subleased Premises shall be used for the purposes of storage of
computer equipment.
4) Sublessee shall not assign its interest in this Sublease nor further
sublet the Subleased Premises in whole or in part; and shall not permit
its interest in this Sublease to be vested in any third party by
operation of law or otherwise, without written permission from
Sublessor and Landlord.
5) This Sublease is subject and subordinate to the Prime Lease. Except as
may be inconsistent with the terms hereof, all terms, covenants and
conditions contained in the Prime Lease shall be applicable to this
Sublease with the same force and effect as if Sublessor were the
Landlord under the Prime Lease and Sublessee were the Tenant
thereunder, and in case of any breach hereof by
Sublease Agreement
Page 2
Sublessee, Sublessor shall have all rights against Sublessee as would
be available to the Landlord against the Tenant under the Prime Lease
if such breach were by the Tenant thereunder (subject to Sublessee's
limited repair obligation).
6) Notwithstanding anything to the contrary herein set forth, the only
services or rights to which Sublessee may be entitled hereunder are
those to which Sublessor may be entitled under the Prime Lease.
7) Sublessee and Sublessor shall neither do nor permit anything to be done
which would cause the Prime Lease to be terminated or forfeited by
reason of any right of termination or forfeiture reserved or vested in
the Landlord under the Prime Lease. Sublessee and Sublessor shall
indemnify and hold each other harmless from and against all claims or
expenses of any kind whatsoever by reason of the other parties breach
of the Prime Lease or this Sublease.
8) Sublessee has paid Sublessor on the execution and delivery of this
Sublease the sum of Eighteen Hundred Eighteen and 25/100 ($1,818.25) as
security for the full and faithful performance of the terms, covenants
and conditions of this sublease on Sublessee's part to be performed or
observed, including but not limited to payment of gross rent in default
or for any other sum which Sublessor may expend or be required to
expend by reason of Sublessee's default, including any damages or
deficiency in reletting the Subleased Premises, in whole or in part,
whether such damages shall accrue before or after summary proceedings
or other re-entry by Sublessor or the Prime Landlord. If Sublessee
shall fully and faithfully comply with all the terms, covenants and
conditions of this sublease on Sublessee's part to be performed or
observed, the security, or any unapplied balance thereof, shall be
returned to Sublessee within thirty (30) days after the time fixed as
the expiration of the demised term and after the removal of Sublessee
and surrender of possession of the Subleased Premises to Sublessor in
the condition that existed at the Commencement of the Sublease, normal
wear and tear excepted.
9) Sublessor agrees to demise the Subleased Premises as shown in Exhibit
A. Other than the improvements described above, Sublessee agrees to
accept the Subleased Premises in its "as-is" condition. Any other
improvements to the premises shall be completed by the Sublessee, at
Sublessee's sole cost and expense, with Sublessor's prior written
approval.
10) It is expressly agreed that Sublessor shall have no responsibility or
liability for damage caused to any inventory or personal property
placed by Sublessee in the Subleased Premises except for liability
resulting from Sublessor's negligence or misconduct, and Sublessee
agrees to carry, at its own expense, adequate inventory insurance and
public liability insurance. Sublessee shall comply with all Tenant's
insurance obligations under Article 16 of the Prime Lease. Sublessor
and Landlord shall be named as additional insureds.
11) Sublessee represents that it has read and is familiar with the terms of
the Prime Lease and all related documents found in Exhibit B. Sublessor
represents these are all documents relevant to the existing Lease of
the Subleased Premises.
12) All prior understandings and agreements between the parties are merged
within this agreement, which alone fully and completely set forth the
understanding of the parties; and this Sublease may
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Page 3
not be changed or terminated orally or in any manner other than by an
agreement in writing to which the written consent of the Landlord under
the Prime Lease shall have been obtained.
13) Any notice or demand which either party may or must give to the other
hereunder shall be in writing and delivered personally or sent by
certified mail, return receipt requested, addressed to Sublessor as
follows:
Fieldworks, Inc.
0000 Xxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
and to Sublessee, as follows:
Apartment Search, Inc.
0000 Xxxxxx Xxxxxx Xxxxx #000
Xxxxx, XX 00000
with a copy thereof to the Landlord under the Prime Lease in the manner
and at the place designated in the Prime Lease. Either party may, by
notice in writing, direct that future notices or demands to be sent to
a different address.
14) The covenants and agreements herein contained shall bind and inure to
the benefit of Sublessor, Sublessee and their respective heirs,
executors, administrators, successors and assigns.
SUBLESSEE: SUBLESSOR:
APARTMENT SEARCH, INC. FIELDWORKS, INC.
(A MINNESOTA CORPORATION) (A MINNESOTA CORPORATION)
By: /S/ XXXXX XXXXX By: /S/ XXXXX X. XXXXXXXXXXX
Its: DIRECTOR OF REAL ESTATE Its: CFO/ VP OF FINANCE
Date: JANUARY 9, 1998 Date: JANUARY 12, 1998
