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SUBLEASE AGREEMENT
THIS AGREEMENT ("Sublease") is made this 14th day of August, 1998, by and
between XXXXXX TECHNOLOGIES INC., a Missouri Corporation as sublessor
("Sublessor"), and CAREERBUILDER INC., a Delaware Corporation, as sublessee
("Sublessee").
W I T N E S S E T H:
WHEREAS, Sublessor is presently the lessee under that certain lease
agreement dated September 23, 1996 (the "Master Lease"), entered into by and
between Sublessor and SPECTRA-4 L.L.P., as lessor (the "Lessor"), which Master
Lease is attached hereto as Exhibit "A" and is incorporated herein by reference
and made a part hereof; and
WHEREAS, Sublessor and Sublessee desire to enter into agreement for the
sublease of the premises described in the Master Lease and further described
below;
NOW, THEREFORE, Sublessor hereby leases and demises to Sublessee and
Sublessee hereby hires and takes from Sublessor, upon the terms, conditions and
restrictions hereinafter specified and the terms, conditions and restrictions of
the Master Lease, the premises described below:
1. PREMISES. Sublessor hereby subleases to Sublessee on the terms and
conditions set forth in this Sublease the entire premises leased by Sublessor
under the Master Lease described as 10,055 square feet in and upon the first
floor of the building located at 00000 Xxxxxx Xxxxx Xx, Xxxxxx XX 00000 as
depicted on Exhibit "B" attached hereto and made a part hereof together with the
fixtures and furniture (if any) described on Exhibit "C" attached hereto (the
"Premises"). The Premises will be subleased in two tranches as depicted on
Exhibit B. Tranche A will be approximately 6,000 square feet; Tranche B will be
the remaining part of the Premises, approximately 4,055 square feet.
2. WARRANTY BY SUBLESSOR. To the best of Sublessor's knowledge and belief,
Sublessor warrants and represents to Sublessee that the Master Lease has not
been amended or modified except as expressly set forth herein, that Sublessor is
not now, and as of the commencement of the Term hereof will not be, in default
or breach of any of the provisions of the Master Lease, and that Sublessor has
no knowledge of any claim by Lessor that Sublessor is in default or breach of
any of the provisions of the Master Lease. To the best of Sublessor's
knowledge and belief, Sublessor warrants that the Premises complies to all
applicable building codes.
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3. TERM. The term of this Sublease shall commence on the later of: (a) the
date Lessor consents, in writing, to this Sublease (if such consent is required
under the Master Lease); or (b) upon delivery of Tranche A by Sublessee on
September 11, 1998 (the "Commencement Date") and shall expire on October 31,
1999 (the "Expiration Date") unless earlier terminated pursuant to the
provisions hereof or of the Master Lease (the "Term"). Possession of the
Premises shall be delivered to Sublessee on the Commencement Date. Sublessee
acknowledges that it has inspected the Premises and agrees, except for remedies
required to correct building code violations, to accept the same in AS-IS
condition. If, for any reason, Sublessor does not deliver possession of Tranche
A to Sublessee on the Commencement Date, Sublessor shall be liable for a daily
penalty equal to $278.76 per day, the Expiration Date shall not be extended by
the delay, and the validity of the Sublease shall not be impaired, but rent
shall xxxxx until delivery of possession. Notwithstanding the foregoing, if
Sublessor has not delivered possession of Tranche A to Sublessee within thirty
(30) days after the Commencement Date, then at any time before delivery of
possession, Sublessee may give written notice to Sublessor of Sublessee's
intention to cancel this entire Sublease. If, for any reason, Sublessor does not
deliver possession of Tranche B to Sublessee by December 1, 1998 the Expiration
Date shall not be extended by the delay, and the validity of the Sublease shall
not be impaired, but rent shall xxxxx until delivery of possession.
Notwithstanding the foregoing, if Sublessor has not delivered possession of the
Tranche B to Sublessee by January 1, 1999, then at any time before delivery of
possession, Sublessee may give written notice to Sublessor of Sublessee's
intention to cancel the Tranche B portion of the Sublease. For both Tranche A
and Tranche B said notice shall set forth an effective date for such
cancellation which shall be at least ten (10) business days after delivery of
said notice to Sublessor. If Sublessor delivers possession of the Premises to
Sublessee on or before such effective date, this Sublease shall remain in full
force and effect. If Sublessor fails to deliver possession of Tranche A to
Sublessee on or before such effective date, this Sublease shall be canceled, in
which case all consideration paid by Sublessee to Sublessor on account of this
Sublease shall be returned to Sublessee, this Sublease shall thereafter be of no
further force or effect, and Sublessor shall have no further liability to
Sublessee on account of such delay or cancellation.
If Sublessor permits Sublessee to take possession of the Premises prior to
the commencement of the Term, such early possession shall not advance the
Expiration Date and shall be subject to the provisions of this Sublease,
including without limitation the payment of rent.
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4. RENT. Sublessee shall pay to Sublessor as rent, without deduction,
setoff, notice, or demand, at The Xxxxxx Companies 00000 Xxxxxxxxxx Xxxxx Xx.
Xxxxx XX 00000 Tel. 000-000-0000 Fax.000-000-0000 or at such other address as
Sublessor shall designate from time to time by notice to Sublessee, the sum of
FIVE THOUSAND TWO-HUNDRED AND SEVENTEEN AND 69/100 ($5,217.69) DOLLARS per month
upon the Commencement Date and until delivery of Tranche B. After delivery of
Tranche B, the rent will be NINE THOUSAND 36/100 DOLLARS ($9,000.36), which
includes the automatic 1998 rent increase in the Master Lease, per month with
the rent payments due on the first day of each calendar month thereafter for the
remainder of the Term. If the Term begins or ends on a day other than the first
or last day of the month, the rent for the partial months shall be prorated on a
per diem basis. Rent payable hereunder will be adjusted for increases in
Sublessee's pro-rata share of taxes, insurance, common area maintenance (CAM)
and all other expenses or charges for which the Tenant is responsible under the
Master Lease. Sublessee shall pay Sublessor a late charge of 5% for any payment
that is not paid by the third day of each month and an interest charge of 8%
(per year) on any overdue balances. In addition, Sublessee shall be responsible
for obtaining and paying for all separately metered utilities for the Premises
and phone/data lines and service. In addition to the rent payments above,
Sublessee shall pay Sublessor the following one time amounts to offset
Sublessor's moving costs: On delivery of Tranche A: TWENTY-THOUSAND AND 00/100
DOLLARS ($20,000) on delivery of Tranche B: TWELVE THOUSAND AND 00/100 DOLLARS
($12,000).
5. SECURITY DEPOSIT. Sublessee shall upon execution hereof pay to
Sublessor as a security deposit the sum of EIGHT THOUSAND FOUR-HUNDRED AND TWO
08/100 DOLLARS ($8,402.08). Such Security Deposit shall be returned to Sublessee
within forty-five days of the expiration or termination of this Sublease unless
Sublessee is in default.
6. USE OF PREMISES. The Premises shall be used and occupied only in
accordance with the Master Lease.
7. SERVICES. It is understood and agreed that Sublessor shall not directly
provide any services to Sublessee, but rather that all services provided by
Lessor to Sublessor will be made available to Sublessee on the same basis as to
Sublessor under the Master Lease.
8. REPAIRS. Sublessee agrees to keep the Premises in good repair and, at
the expiration of the Term to remove all personal property and effects and to
peaceably turn over the Premises to Sublessor in as
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good condition as when delivered to Sublessee, ordinary wear and tear excepted.
9. ALTERATIONS. No alteration, addition or improvement to the Premises
shall be made by Sublessee in excess of $30,000 without the prior written
consent of Sublessor and in full compliance with the terms of the Master Lease.
Any alteration, addition or improvement made by Sublessee after such consent
shall have been given, and any fixtures installed as a part thereof, shall, at
Sublessor's option, become the property of Sublessor upon the expiration or
other sooner termination of this Sublease; provided, however, that Sublessee
shall have the right to remove its trade fixtures, equipment and other personal
property, at Sublessee's cost, upon such termination of this Sublease.
10. DAMAGE. If the Premises shall be damaged by fire, other casualty or
act of the public enemy, the continuation or termination of this Sublease and
the terms thereof shall be as specified in the Master Lease. Sublessee shall
give Sublessor immediate written notice of any damages to the Premises.
11. INSURANCE. Sublessee, at its sole expense, shall maintain in force
during the term of this Sublease all coverages required under the Master Lease.
Sublessor shall be named an additional insured under said policies.
12. INCORPORATION OF MASTER LEASE. Sublessee represents and warrants that
it has received a copy of the Master Lease as attached hereto as Exhibit "A" and
any rules and regulations applicable thereto, which are hereby incorporated
herein by reference, that it has reviewed the same and that, except as hereafter
specified, it agrees, for itself and its successors and permitted assigns, to
abide by and faithfully perform all covenants, terms, conditions, liabilities
and obligations of said Master Lease as if Sublessee were the tenant thereunder
except that the obligation to pay rent to Lessor under the Master Lease shall be
considered performed by Sublessee's payment of all rent pursuant to the terms of
this Sublease and except that Sections 2.4(a), 2.4(b), 4.1(b), 26.10 and 19.1f
of the Master Lease shall not apply to this Sublease and are specifically
excluded herefrom in their entirety.
13. DEFAULT. If Sublessee defaults in the payment of any rent or other
sums due and payable to Sublessor under this Lease and such default continues
for a period of twenty (5) days after written notice of such default has been
given by Sublessor to Sublessee, or if Sublessee shall violate or default in the
performance of any covenants, agreements, stipulations or other conditions
contained herein (other than the
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payment of rent and other sums) for a period of thirty (30) days after written
notice of such violation or default has been given by Sublessor to Sublessee or,
in the case of a default not curable within thirty (30) days, if Sublessee shall
fail to commence to cure the same within thirty (30) days, and thereafter
proceed diligently to complete the cure thereof, then Sublessor, at its option,
may re-enter and repossess the Premises, with or without process of law, and
declare this Sublease terminated and the Term of this Sublease ended forthwith.
In the event of any such re-entry and repossession, Sublessor shall have the
right to relet all or any portion of the Premises upon such terms and conditions
as may be reasonable. If Sublessor is more than 30 days late on payments to the
Master Lease, Sublessee may make all future rent payments directly to Lessor,
provided that the foregoing shall not prejudice any right of Lessor, including
the right to terminate the Master Lease.
14. LIABILITY OF SUBLESSOR. Sublessor and its employees, partners, and
agents shall not be liable to Sublessee, Sublessee's employees, agents,
invitees, licensees, customers, clients, family members, assignees, subtenants
or guests, or to any other person or entity for any damage (including indirect
and consequential damage), injury, loss, obligation, liability, compensation, or
claim, of any kind or nature, whatsoever, including but not limited to claims
for the interruption of or loss to Sublessee's business, based on, arising out
of or resulting from any cause whatsoever (except as otherwise provided in this
Section 14), including but not limited to the following: repairs to any portion
of the Premises, or the Building; interruption in the use of the Premises or any
equipment therein; any accident or damage resulting from the use or operation
(by Sublessor, Sublessee or any other person or entity) or heating, cooling,
electrical, sewerage, or plumbing equipment or apparatus; the termination of
this Lease by reason of the destruction of the Premises or the Building; any
fire, robbery, theft, vandalism, mysterious disappearance and/or any other
casualty; the actions of any other tenants of the Building or of any other
person or entity; and any leakage in any part or portion of the Premises or the
Building, or from water, rain, ice, or snow that may leak into, flow from, any
part of the Premises or the Building, or from drains, pipes or plumbing fixtures
in the Premises or the Building. Any goods, property or personal effects stored
or placed by Sublessee, its employees or agents in or about the Premises or the
Building shall be at sole risk of Sublessee, and Sublessor shall not in any
manner be held responsible therefor. If any employee of Sublessor receives any
packages or articles delivered to the Building for Sublessee, such employee
shall be acting as the agent for such purposes and not as the agent of
Sublessor. Notwithstanding the foregoing provisions of this Section 14,
Sublessor shall not be released from liability to Sublessee for any physical
injury to any natural person caused by the willful misconduct of Sublessor or
its employees to the extent such injury is not covered by insurance (a) carried
by Sublessee or
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such person, or (b) required by this Sublease to be carried by Sublessee.
Notwithstanding the foregoing, this Section 14 does not apply to any such claim
caused by the willful misconduct or gross negligence of Sublessor, provided,
however, that Sublessee shall first look to its own insurance coverage and shall
not recover from Sublessor to the extent that any such claim is covered by, or
reimbursed from, Sublessee's insurance.
Sublessee shall indemnify and hold Sublessor, its agents, employees, or
partners, harmless from and against all costs, penalties, damages, claims,
causes of action, obligations, liabilities and expenses (including attorney's
fees) suffered by or claimed against Sublessor, directly or indirectly, based
on, arising out of or resulting from (i) Sublessee's use and occupancy of the
Premises or the business conducted by Sublessee's therein, (ii) any act or
omission by Sublessee or Sublessee's employess , agents, assigness, subtenants,
contractors, guests, or licensees, (iii) any breach or default in the
performance or observance of Sublessee's covenants or obligations under this
Sublease Term, or (iv) any entry by Sublessee, its employees, agents or
contractors upon the land prior to Sublease Commencement Date. Notwithstanding
the foregoing, Sublessee shall not be obligated to indemnify Sublessor from any
such obligations or liabilities caused by the negligence or willful misconduct
of Sublessor or its agents.
In the event that at any time any landlord hereunder shall sell or transfer the
Building, said landlord shall not be liable to Sublessee for any obligations or
liabilities based on, arising out of or resulting from events or conditions
occurring on or after the date of such sale or transfer.
In the event that at any time during the Sublease Term, Sublessee shall have a
claim against Sublessor, Sublessee shall not have the right to set off or deduct
the amount allegedly owed to Sublessee from any rent or other sums payable to
Sublessor hereunder, it being understood that Sublessee's sole remedy for
recovery upon such claim shall be to institute an independent action against
Sublessor, subject to this Section 14.
Sublessee agrees, on behalf of itself and, to the fullest extent permitted by
law, any of Sublessee's employees, agents, subtenants, assignees, contractors,
clients, guests, licensees, customers or invitees, that in the event that
Sublessee, or any or Sublessee's employees, agents, subtenants, assignees,
contractors, clients, guests, licensees, customers, or invitees is awarded a
money judgement against Sublessor, its agents or partners, the sole recourse for
satisfaction of such judgment shall be limited to execution against the estate
and interest of Sublessor; in no event shall any other assets of Sublessor, or
of any
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partner of Sublessor or of any person or entity be held to have any personal
liability for satisfaction of any claims or judgments against Sublessor and/or
any partner of Sublessor in such partner's capacity as a partner of Sublessor.
15. ATTORNEYS' FEES. If Sublessor or Sublessee shall commence an action
against the other arising out of or in connection with this Sublease, the
prevailing party shall be entitled to recover its costs of suit and reasonable
attorney's fees from the nonprevailing party.
16. BROKERS. Sublessee and Sublessor each represent and warrant to the
other that they have dealt with no broker in connection with this Sublease. Each
party shall indemnify and hold the other harmless from and against any and all
losses, claims, liabilities, damages and expenses, including, without
limitation, attorneys' fees and expenses and court costs, arising out of or in
connection with any breach or alleged breach of the above representations or any
claim by any person or entity by, through or under such party for brokerage
commissions or other compensation in connection with the consummation of this
Sublease. Representations and obligations under this section shall survive the
expiration date or earlier termination of this Sublease.
17. NOTICES. All notices and demands which may or are to be required or
permitted to be given by either party to the other hereunder shall be in writing
and deemed sufficiently given if delivered by (i) certified or registered mail,
postage prepaid, return receipt requested, (ii) by nationally recognized
overnight delivery service company (e.g. Federal Express, Airborne Express, and
UPS), or (iii) by telephone facsimile addressed to the other party at the
address shown below or at such place or to such agent as the parties may from
time to time designate in writing.
Sublessor: Xxxxx X. Xxxxx, Esq.
The Xxxxxx Companies
00000 Xxxxxxxxxx Xxxxx
Xx. Xxxxx XX 00000
Tel. 000-000-0000
Fax. 000-000-0000
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Sublessee: Xxxxxxx Xxxxxx, Controller
CareerBuilder Inc.
00000 Xxxxxx Xxxxx Xxxx
Xxxxxx XX 00000
Tel. 000-000-0000
Fax: 000-000-0000
Any notice given hereunder shall be deemed delivered when, if sent by
mail, the return receipt is signed or refusal to accept the notice is noted
thereon or, if sent by recognized overnight courier when the notice is actually
delivered or refused as reflected in the courier company's delivery records or
if sent via facsimile upon receipt of confirmation by the sender that the
facsimile has been received (provided a hard copy of the facsimile is delivered
to the recipient via certified mail or overnight delivery within three (3)
business days thereafter).
18. CONSENT BY LESSOR. THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS
AND UNTIL CONSENTED TO IN WRITING BY LESSOR.
19. COMPLIANCE. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative
orders having jurisdiction over the parties, property or the subject matter of
this Sublease, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation Act, and The Americans With
Disabilities Act.
20. CAPITALIZED TERMS. Unless specifically defined herein, all capitalized
words or phrases contained in this Sublease shall be given effect in accordance
with the definition or meaning of such words or phrases as provided by the
Master Lease.
21. COUNTERPARTS. This Sublease may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same document.
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IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the day and year first above written.
Sublessor: Xxxxxx Technologies Inc.
Date: 8/14/98 By: /s/ Xxxxx X. Xxxxx
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Print Name Xxxxx X. Xxxxx
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Title: VP-CFO
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Address: 00000 Xxxxxx Xxxxx Xx.
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Facsimile: (000) 000-0000
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Sublessee: CareerBuilder, Inc.
Date: 8/14/98 By: /s/ Xxxxxxx Xxxxxx
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Print Name Xxxxxxx Xxxxxx
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Title: Controller,
CareerBuilder, Inc.
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Address: 00000 Xxxxxx Xxxxx Xx.
Xxxxxx, XX
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Facsimile: 000-000-0000
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