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Exhibit 10.14
SUBLEASE
This Sublease is made this 10th day of May, 1999 by and between GreenPoint
Credit Corp., a Delaware corporation (successor in interest to Bank of America,
FSB, d/b/a BankAmerica Housing Services, ("Sublandlord") and Integrated
Information Systems Inc., an Arizona corporation, ("Subtenant").
WITNESSETH:
1. Recitals. This Sublease is made with reference to the following facts:
1.1 AmberJack, Ltd. ("Master Landlord") and Sublandlord, as tenant,
entered into a written lease and lease addendum dated August 26, 1997 ("Master
Lease") and ("Lease Addendum") attached hereto and incorporated herein by
reference "Exhibit A", covering premises described in the Master Lease.
1.2 The Master Lease was assigned on September 30, 1998, from Bank of
America, FSB to GreenPoint Credit Corp. Such assignment is included in the
reference to Master Lease.
1.3 Subtenant desires to sublet all of the premises described in the
Master Lease (the "Premises") from Sublandlord on the terms and conditions
contained in this Sublease.
1.4 Master Landlord consents to this Sublease on the conditions set
forth in this Sublease.
2. Basic Sublease Provisions.
Park Square at
2.1 Building Name: Fountainhead Corporate Park
Floor: First
Suite No. 100
Address: 0000 X. Xxxxxxxxxxxx Xxxxxxx
Tempe, Arizona
2.2 Rentable Area of Premises 11,605 square feet.
2.3 Subtenant's Percentage Share 12.28% of Building Operating
Expenses.
2.4 Commencement Date: May 1, 1999.
2.5 Expiration Date: September 30, 2002.
2.6 Basic Monthly Rent: $20,308.75 payable beginning August 1, 1999.
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2.7 Permitted Use: General Office.
2.8 Subtenant Improvements: Allowance: None. Subtenant shall be
subject to all of the requirements of the Master Lease in accordance with the
Building Standard Interior Improvement Specifications attached as Exhibit E of
the Master Lease at Tenant's sole cost and expense. However, Subtenant shall not
make any Tenant Improvements, which have been designated by the Master Landlord
as requiring removal without the written consent of the Sublandlord, which
consent shall not be unreasonably withheld.
2.9 Taxes: Subtenant shall, in addition to and at the same time as
the payment of the Base Monthly Rent under this Sublease, pay to Master Landlord
the amount of any rental, excise, sales, or transaction privilege tax (but
excepting Master Landlord's income tax) now or hereafter imposed by any taxing
authority upon Master Landlord or upon Master Landlord's receipt of the Base
Monthly Rent and any other amounts payable by Subtenant pursuant to the terms of
this Sublease.
2.13 Base Year for Direct Operating Expenses and Taxes: Subtenant
shall pay, in addition to Base Rent and Taxes, any amount due under Paragraph 4
of the Master lease as additional rent herein. 1998 shall be the Base Year for
Direct Operating Expenses and Taxes.
2.14 Subtenant agrees to accept the Premises in an "as is" condition
and Subtenant acknowledges that no representations with respect to the condition
thereof have been made.
2.15 Address for payment of rent, taxes and notices:
Sublandlord: Subtenant:
GreenPoint Credit Corp. Integrated Information Systems Inc.
00000 Xxxxxx Xxxxx Xxxx 0000 X. Xxxxxxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000 Suite 200
Attn: Xxxxx XxXxxxxx Tempe, AZ
Attn:
2.16 Security Deposit: One month's rent.
3. Incorporation By Reference; Assumption. All of the Paragraphs of the
Master Lease are incorporated into this Sublease as if fully set forth in this
Sublease except for the following: Paragraph 8, 40 and 43 of Lease Addendum.
3.1 As between Sublandlord and Subtenant, should any provisions of
this Sublease conflict with any portion of the Master Lease as incorporated
herein, the terms of this Sublease shall govern.
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3.2 Subtenant shall assume and perform to Sublandlord's satisfaction
the tenant's obligations under the Master Lease provisions to the extent that
the provisions are applicable to the premises subleased under this sublease.
3.3 Sublandlord does not assume the obligations of the Master
Landlord under the Master Lease.
4. Tenant's Performance Under Master Lease. At any time and on reasonable
prior notice to Subtenant, Sublandlord can elect to require Subtenant to perform
its obligations under this Sublease directly to Master Landlord, in which event
Subtenant shall send to Sublandlord from time to time copies of all notices and
other communications it shall send to and receive from Master Landlord.
5. Covenant Of Quiet Enjoyment: Sublandlord represents that the Master
Lease is in full force and effect and that there are no defaults on either
Master Landlord or Sublandlord's part under it as of the commencement of the
terms of this Sublease. Subject to this Sublease terminating as provided in
Paragraphs 1 and 27, Sublandlord represents that if Subtenant performs all the
provisions in this Sublease to be performed by Subtenant, Subtenant shall have
and enjoy throughout the term of this Sublease the quiet and undisturbed
possession of the premises.
6. Master Lease.
6.1 Subtenant shall not violate any of the provisions of the Master
Lease.
6.2 If the Master Lease terminates, this Sublease shall terminate and
the parties shall be relieved from all liabilities and obligations under this
Sublease; except that if this Sublease terminates as a result of a default of
one of the parties under this Sublease or the Master Lease, the defaulting party
shall be liable to the non-defaulting party for all damage suffered by the
non-defaulting party as a result of the termination. Any dispute pursuant to
this Paragraph shall be submitted to arbitration in accordance with Paragraph 7
below.
6.3 If Sublandlord is given the right under the Master Lease to
terminate the Master Lease (e.g. in case of destruction, or otherwise),
Subtenant shall have the right, in its sole discretion, to determine whether it
wishes to have the Master Lease terminated. If Subtenant elects to have the
Master Lease terminated, Subtenant shall terminate this Sublease and Sublandlord
shall terminate the Master Lease.
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7. Dispute Resolution:
As between Sublandlord and Subtenant, any controversy or claim arising
out of or relating to this Sublease or any agreements or instruments relating
hereto or delivered in connection herewith, including but not limited to a claim
based on or arising from an alleged tort will, at the request of any party, be
determined by arbitration in accordance with the Federal Arbitration Action (9
U.S.C. Section 1 et. seq.) under the rules of the America Arbitration
Association, provided that the arbitrator(s) will be chosen from and the
arbitration process will be administered by Judicial Arbitration & Mediation
Services, Inc. or if the Judicial Arbitration & Mediation Services, Inc. is not
in existence, a similar organization mutually agreed to by Sublandlord and
Subtenant. Judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction. The institution and maintenance of an action
for judicial relief or in pursuit of a provisional or ancillary remedy does not
constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration. This Section will apply if, and
only if, at the time of the proposed submission none of the obligations to
Subtenant described in this Agreement are secured by real property collateral.
No controversy or claim will be submitted to arbitration without the consent of
all parties if, at the time of the proposed submission, any such obligation is
secured by real property collateral.
8. Hazardous Materials. For the purposes of this Sublease, the following
terms have the following meanings:
(a) "HAZARDOUS MATERIALS LAW" means any law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the environment
including, without limitation, CERCLA, (Comprehensive Environmental Response
Compensation and Liability Act of 1980) and RCRA (Resources Conservation and
Recovery Act of 1976).
(b) "HAZARDOUS MATERIALS LAW" means asbestos or any substance,
material or waste which is or becomes designated, classified or regulated as
being "toxic" or "hazardous" or a "pollutant" or which is or becomes similarly
designated, classified or regulated under any federal, state or local law.
At its own expense, Subtenant will procure, maintain in effect and comply
with all conditions of any and all permits, licenses and other governmental and
regulatory approvals required for Subtenant's use of the Premises, including,
without limitation, discharge of appropriately treated materials or wastes into
or through any sanitary sewer serving the Premises. Except as discharged into
the sanitary sewer in strict accordance and conformity with all applicable
Hazardous Materials Laws, Subtenant will cause any and all Hazardous materials
removed from the Premises to be removed and transported solely by duly licensed
haulers to duly licensed facilities for final disposal of such materials and
wastes. Subtenant will, in all respects, handle, treat, deal with and manage
any and all Hazardous Materials in, on, under or about the Premises in total
conformity with all applicable Hazardous Materials Laws and prudent industry
practices regarding management of such Hazardous Materials. Upon
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expiration or earlier termination of the term of the Lease, Subtenant will
cause all Hazardous Materials placed on, under or about the Premises by
Subtenant or at Subtenant's direction to be removed and transported for use,
storage or disposal in accordance and compliance with all applicable Hazardous
Materials Laws. Subtenant will not take any remedial action in response to the
presence of any Hazardous Materials in or about the Premises or any Building,
nor enter into any settlement agreement, consent decree or other compromise in
respect to any claims relating to any Hazardous Materials in any way connected
with the Premises without first notifying Master Landlord and Sublandlord of
Subtenant's intention to do so and affording Master Landlord and Sublandlord
ample opportunity to appear, intervene or otherwise appropriately assert and
protect Master Landlord's and Sublandlord's interests with respect thereto.
9. Artwork. Subtenant will not install any artwork of any nature in the
Building or in the Premises which cannot be removed without damage or
destruction to the artwork. Subtenant may not alter or modify any piece of
artwork within the Building or the Premises without Sublandlord's express
written consent, which Sublandlord shall not unreasonably delay or withhold.
10. Indemnity. Subtenant will indemnify, defend (by counsel reasonably
acceptable to Sublandlord), protect and hold Sublandlord harmless from and
against any and all claims, demands, losses, damages, costs and expenses
(including attorneys' fees) or death of or injury to any person or damage to
any property whatsoever arising out of or relating to Subtenant's breach or
default under this Sublease, [including, but not limited to Subtenant's breach
of Paragraph 8 above] or (to the extent incorporated herein), the Master Lease.
Sublandlord will indemnify, defend (by counsel reasonably acceptable to
Subtenant), protect and hold Subtenant harmless from and against any and all
claims, demands, losses, damages, costs and expenses (including attorneys'
fees) or death of or injury to any person or damage to any property whatsoever
arising out of or relating to Sublandlord's breach or default under this
Sublease, [including, but not limited to Sublandlord's breach of Paragraph 8
above] or (to the extent incorporated herein), the Master Lease.
11. Attorney's Fees. If there is any legal or arbitration action or
proceeding between Sublandlord and Subtenant to enforce any provision of this
Sublease or to protect or establish any right or remedy of either Sublandlord
or Subtenant hereunder, the unsuccessful party to such action or proceeding
will pay to the prevailing party all costs and expenses, including reasonable
attorney's fees (including allocated costs of Sublandlord's and Subtenant's
in-house attorney) incurred by such prevailing party in such action or
proceeding and in any appearance in connection therewith, and if such
prevailing party recovers a judgment in any such action, proceeding or appeal,
such costs, expenses and attorney's fees will be determined by the court or
arbitration panel handling the proceeding and will be included in and as a part
of such judgment.
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IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease
as of the day and year first above written.
SUBLANDLORD SUBTENANT
GreenPoint Credit Corp. Integrated Information Systems Inc.
By: /s/ illegible By: /s/ Xxxxx Xxxxxxxx
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Title: Sr. Vice President Title: CFO
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By: /s/ illegible By: /s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President Title: V.P., General Counsel
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Approved: MARATHON MANAGEMENT & DEVELOPMENT LLC MANAGERS FOR AmberJack, Ltd.
By: /s/ illegible
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Title: Pres. 5/10/99
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