Exhibit 10.27
SUBLEASE AGREEMENT
PARTIES
This instrument, for reference purposes only, dated this 21st day of July, 2000,
by and between SOFTWARE TECHNOLOGY, INC., a Florida corporation ("Sublessor")
and Ronson Communication & Information Systems, L.C. a Virginia limited
liability company ("Sublessee") as a Sublease under the Office Lease dated
August 15, 1994, entered into by Alexandria South Associates, L.P. as Landlord,
and Sublessor as tenant, said Lease amended and modified in the Addendum Number
One To Agreement Of Lease entered into by Hunting Creek, LLC (successor in
interest to Alexandria South Associates, L.P.) as Landlord and Sublessor as
Tenant. A copy of said Lease and Addendum (hereinafter together referred to as
the "Prime Lease") is marked as Exhibit "A" and is attached hereto and made a
part hereof. The term Lessor or Landlord used in the Prime Lease is herein after
referred to as Prime Lessor.
PREMISES
Sublessor leases to Sublessee and Sublessee hires from Sublessor those certain
premises leased to Sublessor under the Prime Lease situated in 0000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Building"), and commonly known as
Suite 611 on the Sixth floor, (hereinafter referred to as the "Subleased
Premises"). Sublessor and Sublessee hereby agree that for all purposes of the
Sublease, including the computation of rent and additional rent that the
Subleased Premises shall comprise six thousand one hundred fifty-four (6,154)
rentable square feet as outlined on Exhibit "B". Should Sublessor desire to
sublease any additional space on the sixth floor of the Building, of which
Sublessor has the leasehold right, and subject to the Prime Lease, Sublessor
shall first offer such proposed sublease to Sublessee upon the same terms and
conditions as defined herein. Sublessee shall then have five (5) business days
after notice of such proposed sublease to accept the proposed sublease. If such
proposed sublease is not accepted within the five (5) business days then such
Sublessee right shall expire and no such further right or encumbrance shall
remain.
TERM
The term of this Sublease shall be for a period of thirty-seven (37) months,
commencing on August 1, 2000 (the "Commencement Date"), and ending on August 31,
2003 (the "Expiration Date"), unless sooner terminated pursuant to any provision
hereof. Notwithstanding said stated Commencement Date, if for any reason
Sublessor cannot deliver possession of the Subleased Premises to Sublessee by
the Commencement Date Sublessee shall not be obligated to pay rent or additional
rent or other charges until the Subleased Premises are delivered and Sublessor
shall provide Sublessee with one (1) days free rent for every day of delay after
September 1, 2000 except, without limitation, because the Prime Lessor has
failed or refuses to grant its consent to this Sublease or if such delay is
caused by force majeure. Such failure, however, shall not affect the validity of
this Sublease or the obligations of Sublessee hereunder or extend the term
hereof. If Sublessor does not deliver possession of the Subleased Premises
within ninety (90) days from said stated Commencement Date, Sublessee may, at
Sublessee's option, by notice in writing to Sublessor within ten (10) days
thereafter, cancel this Sublease. If this Sublease is cancelled as aforesaid,
Sublessor shall return any monies previously deposited by Sublessee and the
parties shall be discharged from all liabilities hereunder (including any free
rent obligations). No delay in delivery of possession of the Subleased Premises
shall extend the stated expiration date of this Sublease.
In the event that Sublessor shall permit Sublessee to occupy the Subleased
Premises prior to the Commencement date of the term and Sublessee shall occupy
the same or any portion thereof, such occupancy shall be subject to all of the
provisions of this Sublease including the payment of rent and additional rent
and other charges. Said early possession shall not advance the termination date
of this Sublease.
ACCEPTANCE OF PREMISES
Except as set forth below, the Subleased Premises will be delivered by the
Sublessor, and accepted by the Sublessee, in their "as-is" condition except for
latent defects not reasonably discoverable through visible inspection, in which
event repair of Sublease Premises shall be sought by Sublessor pursuant to
Section 10 of the Prime Lease. Sublessor is not obligated to make any
improvements or repairs to the Subleased Premises except to demise the Subleased
Premises (the expense to demise Sublease Premises to be borne solely by
Sublessor). Notwithstanding the foregoing, Sublessor shall cooperate with
Sublessee to enforce and obtain the performance of Landlord's obligations under
the Prime Lease, without cost to Sublessor. The Sublessee has had an opportunity
to inspect the Subleased Premises and has found the Subleased Premises to be fit
for the Sublessee's use. The Sublessee accepts the premises with all systems
(including, without limitation, heating, ventilating, air conditioning,
telephone, etc.) to be in good working order and repair. Failure of Sublessee to
notify Sublessor of any problems or issues with such systems within 30 days
after the commencement date of the term shall be deemed an acceptance by
Sublessee that such systems are in good working order. In the event Sublessee
requires that alterations be made to the Subleased Premises, all alterations
shall be subject to the reasonable approval of the Sublessor and to the terms
and conditions of the Prime Lease. Any alterations or improvements made to the
Subleased Premises by Sublessee shall be removed at Expiration Date if so
requested by Sublessor or the Prime Lessor at time Sublessee requests consent
from Sublessor or the Prime Lessor to improve or alter Subleased Premises.
Sublessor shall be responsible for any damage done to the Subleased Premises in
the process of Sublessor moving in or out of the Premises.
RENT
Sublessee shall pay to Sublessor as rent for the Subleased Premises, the
following:
Ten Thousand, Seven Hundred, Sixty Nine and 50/100 Dollars ($10,769.50) per
month commencing on Sublessee's possession of the Subleased Premises, and
continuing up to and including July 31, 2001;
Eleven Thousand, Ninety Two and 59/100 Dollars ($11,092.59) per month commencing
on August 1, 2001 and continuing up to and including July 31, 2002;
Eleven Thousand, Four Hundred, Twenty Five and 36/100 ($11,425.36) per month
commencing on August 1, 2002 and continuing up to and including July 1, 2003;
Eleven Thousand, Seven Hundred, Sixty Eight and 99/100 Dollars ($11,768.12) per
month commencing on August 1, 2003 and continuing up to and including August 31,
2003;
Rent for any period during the term hereof which is for less than one month
shall be a pro rata portion of the monthly installment. The rent will be paid in
advance, on or before the first day of each month during the term of this
Sublease. Rent and additional rent and other charges shall be payable without
notice or demand, without any deduction, offset, or abatement except as
otherwise provided and in immediately available funds of the United States of
America to Sublessor at:
Software Technology, Inc.
Attention: Xxxxx Xxxx, Vice President of Finance
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Or to such other person or at such other place as Sublessor may designate in
writing. If Sublessee shall fail to pay any Rent within ten (10) days after such
Rent becomes due and payable, then (a) Sublessee shall pay to Sublessor a late
charge of five percent (5%) of the amount of such overdue Rent, and (b) any such
late Rent payment shall bear interest from the date such rent became due and
payable to the date of payment thereof by Tenant at the Interest Rate of
eighteen percent (18%) per annum, but in no event greater than the maximum rate
permitted by law. Such late charge and interest shall be due and payable within
five (5) business days after written demand from Sublessor is received by
Sublessee.
Commencing as of January 1, 2001, Sublessee shall also pay to Sublessor, as
additional rent, its prorata share (currently 6.54%) of increases in Operating
Expenses and Real Estate Taxes (as such items are defined in the Prime Lease)
over the actual expenses incurred during the base year, which shall be defined
as Calendar Year 2000. Sublessee shall also pay to Sublessor, as additional
rent, its pro rata share of any other sums and charges (expect fixed rent)
required to be paid by Sublessor to Prime Lessor under the Prime Lease, whether
or not referred to as additional rent (except for any charges and sums due
solely to services requested by Sublessee or solely benefiting Sublessor).
SECURITY DEPOSIT
Simultaneously with the execution of this Sublease, Sublessee shall deposit with
Sublessor the cash Deposit in the amount of Ten Thousand, Seven Hundred, Sixty
Nine and 50/100 Dollars ($10,769.50), which deposit shall represent advance rent
to be applied upon commencement to the Base Rent then due, and within seven (7)
days, Ten Thousand, Seven Hundred, Sixty Nine and 50/100 ($10,769.50) which
shall be held by Sublessor as security, for the performance of Tenant's
obligations and covenants under this Lease.
PARKING
Sublessor grants to Sublessee twenty of Sublessor's non-reserved parking permits
for Sublessee's use in common with other tenants and the public of the on-site
parking areas currently surrounding the ground level of the Building.
SUBLEASING AND ASSIGNMENT
Sublessee's right to sublet or assign the Subleased Premises shall be subject to
Sublessor's and Prime Lessor's approval, which shall not be unreasonably
withheld, conditioned or delayed, subject to the Prime Lease.
PROVISIONS CONSTITUTING SUBLEASE; SUBORDINATE POSITION
OF THIS INSTRUMENT; CERTAIN COVENANTS, ETC.
Except as the provisions of the Prime Lease may be in conflict or inconsistent
with the provisions set forth in this instrument, all of the terms and
conditions contained in the Prime Lease are incorporated herein as terms and
conditions of this Sublease, with each reference in the Prime Lease to Lessor or
Landlord and to Lessee or Tenant to be deemed to refer to Sublessor and
Sublessee, respectively, and such incorporated provisions together with all of
the provisions contained in this instrument shall be the complete terms and
conditions of this Sublease. It is understood that the various periods of time
referenced as bases for the application of rent adjustment formulae or other
charges provided in the Prime Lease shall continue to apply hereunder without
modification.
(b) This Sublease is subject to all of the terms and conditions of the Prime
Lease unless specifically excepted herein, and Sublessee shall assume and
perform the obligations of Sublessor as Tenant under said Prime Lease to the
extent said terms and conditions are applicable to the Subleased Premises. Both
Sublessor and Sublessee agree not to commit or permit to be committed on the
Subleased Premises, any act or omission which shall violate any term or
condition of the Prime Lease. In the event of the termination of Sublessor's
interest as Tenant under the Prime Lease, except by termination because the
default of the Prime Lease by Sublessor or by voluntary termination of the Prime
Lease by Sublessor, then this Sublease shall terminate coincidentally therewith
without any liability of Sublessor to Sublessee.
(c) With respect to repairs, replacements, restoration, services, and the
performance of any other obligations required of the Prime Lessor under the
Prime Lease, and with respect to any consent or approval required to be obtained
of the Prime Lessor under the Prime Lease, and provided Sublessee is not in
default hereunder, Sublessor's sole obligation with respect thereto, upon being
requested in writing by Sublessee, shall be to assign to Sublessee such rights
as Sublessor may have (Sublessor shall use reasonable efforts to obtain
approvals and to assist Sublessee per this Paragraph "C"), whether under the
Prime Lease or otherwise, to require compliance by the Prime Lessor with all of
the provisions of the Prime Lease insofar as they affect the Subleased Premises
or any part thereof or the use or occupancy thereof and to seek the approval or
consent of the Prime Lessor as well as such rights and remedies as Sublessor may
have as a result of the Prime Lessor's failure or refusal to comply with such
provisions.
Sublessee shall have the right to conduct such proceedings (in court or
elsewhere) as may be required, to obtain from the Prime Lessor any such work and
services, the performance of such obligations and such consent and approval. The
foregoing shall not be construed as waiving any requirement that Sublessee
obtains Sublessor's consent or approval on such matters as herein provided. Such
proceedings may be brought, at Sublessee's option, in its own name or in
Sublessor's name. Sublessee shall indemnify Sublessor against any loss,
liability, damages, costs and expenses, including reasonable attorneys' fees,
actually incurred by Sublessor by reason of such action or proceeding. Sublessee
acknowledges and agrees that Sublessor shall not be liable to Sublessee with
respect to any delay, default or failure of the Prime Lessor in the performance
by the latter of its obligations and covenants under the Prime Lease unless such
be due to acts or misconduct of Sublessor and neither shall the rent, additional
rent, and other charges hereunder xxxxx nor shall any of the obligations of
Sublessee hereunder be affected by reason thereof and Sublessee agrees to look
solely to the Prime Lessor for the performance of same.
(d) Anything in this instrument to the contrary notwithstanding, Sublessor and
Sublessee shall not be liable to the other party for the incidental,
consequential or special damages.
(e) Wherever in the Prime Lease Lessee or Tenant is required to give notice to
the Lessor or Landlord thereunder, Sublessee shall be required to give notice to
Sublessor at least an additional five (5) days in advance of the time required
of Lessee or Tenant thereunder. Whenever in the Prime Lease Lessee or Tenant is
required to do an act or cure a default within a specified period of time,
Sublessee shall perform such act and cure such default at least five (5) days
prior to the time required of Lessee or Tenant thereunder.
(f) Wherever the consent or approval of Sublessor is requested by Sublessee,
Sublessor may withhold same without liability to Sublessee and without affecting
Sublessee's obligations hereunder only if Sublessor requests same under the
Prime Lease and does not receive such consent or approval from the Prime Lessor.
(g) Sublessor represents and agrees:
(1) That the Prime Lease is in full force and effect, has not been
amended (except as herein stated), modified or terminated and Sublessor is not
in default thereunder.
(2) That Sublessor has full right and authority under the Prime Lease
to enter into the within Sublease subject to the written approval of the Prime
Lessor and Sublessor shall use reasonable efforts to obtain such consent. If
Sublessor does not obtain such approval and provide the Sublessee with a copy
thereof within thirty (30) days after the date hereof, this Sublease shall be
deemed terminated and neither party shall have any obligation to the other
except that Sublessor shall refund to Sublessee any monies theretofore received
from Sublessee hereunder provided Sublessee shall theretofore have fully
cooperated with Sublessor in seeking such approval. Anything to the contrary
notwithstanding in this Sublease, the term hereof shall not commence in the
absence of such approval.
(3) Sublessee upon paying rent, additional rent and all other charges
Sublessee is responsible for and performing all of the terms on Sublessee's part
to be performed, shall peaceably and quietly enjoy the Subleased Premises,
subject, nevertheless, to the terms of Prime Lease and to any superior mortgage
or other instrument to which this Sublease or the Prime Lease is subordinated to
in accordance with the terms of this Sublease and the Prime Lease.
(4) That Sublessor shall not terminate the Prime Lease or otherwise
adversely and materially affect the Subleased Premises without prior written
consent of Sublessee.
(h) Sublessor and Sublessee each shall have the right but not the obligation to
take any action required to be taken by the other party hereunder where such
action may be necessary to prevent a default under the terms of the Prime Lease
under circumstances wherein the other party has failed, after proper notice to
take such action and the other party who has failed to take any such action
required of it hereunder shall thereupon reimburse the party taking such action
for any and all costs thereby incurred by it together with interest from the
date incurred to the date of reimbursement, inclusive, at a rate equal to four
points above the prime rate on short term commercial borrowings charged by Chase
Manhattan Bank N.A. (New York, New York), but in no event higher than the usury
or legal rate, if one be applicable thereto.
(i) Sublessee agrees to indemnify and hold Sublessor and its affiliated
corporations and parent corporation harmless from any and all liability, loss,
damage, suits, actions, proceedings, costs and expenses, including reasonable
attorneys' fees by reason of any breach by Sublessee of any of the terms or
conditions of this Sublease or of the Prime Lease or the use, occupancy or
operations of the Sublessee on or about the Subleased Premises.
Sublessor agrees to indemnify and hold Sublessee and its affiliated
corporations and parent corporation harmless from any and all liability, loss
damage, suits actions, proceedings, costs and expenses, including reasonable
attorneys' fees by reason of any breach by Sublessor of any of the terms or
conditions of this Sublease or of the Prime Lease or the use, occupancy or
operations of the Sublessor on or about the Subleased Premises.
(j) With respect to such insurance as is required to be maintained by the Tenant
or Lessee under the Prime Lease against claims by others for personal injury,
death and property damage, the applicable policies shall name as insured both
the Sublessor and the Prime Lessor and any other entities which the Prime Lease
may require. In any case, where the Landlord or Lessor under the Prime Lease is
entitled to exculpation with respect to damages sustained by the Tenant or
Lessee under the Prime Lease, such exculpation shall run in favor of both the
Prime Lessor and the Sublessor.
(k) This Sublease and the rights granted to Sublessee hereunder are subject and
subordinate to the Prime Lease and to the rights of Prime Lessor thereunder and
of any present or future mortgages, deeds of trust, liens, encumbrances,
reservations, restrictions, easements, agreements, covenants and encroachments
affecting, or which may affect, the Prime Lease or the real property covered by
the Prime Lease. Without derogation of the foregoing, in the event of any
conflict between the terms of this Sublease and those of the Prime Lease, those
which are more restrictive and onerous against the interests of the Sublessee
shall prevail and control.
(l) Sublessee acknowledges that neither Sublessor nor anyone on its behalf has
made representations or promises with respect to the Building or Subleased
Premises or otherwise except as herein expressly set forth. Nothing herein
contained shall be construed as warranting that the Subleased Premises are in
good condition or fit or suitable for any particular uses or purposes whatsoever
and the Sublessee hereby agrees that it has examined the Subleased Premises and
is fully satisfied with the physical condition thereof and accepts the same in
"as is" broom-clean condition (after removal of such personal property and trade
fixtures and equipment of Sublessor as Sublessor may elect to remove prior to
the delivery of the Subleased Premises to Sublessee hereunder) and subject to
latent defects not reasonably discovered through visible inspection.
(m) All notices and demands required hereunder shall be in writing, sent by
registered or certified mail, return receipt requested, or when sent by
overnight delivery by a nationally recognized overnight delivery service as
follows:
(1) If given to Sublessor by Sublessee:
Software Technology, Inc.
Attention: Xx. X. Xxxxxx XxXxxx
Manager of DC Engineering
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
(2) If given to Sublessee by Sublessor:
RCI Systems, L.C.
Attention: Xxxxxxx X. Xxxxxxxx, Xx.
Director, Finance & Administration
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
(3) To any subsequent address or to any other entity which either of
the parties may designate for such purpose in writing by similar notice.
(4) All notices shall be deemed to be given when sent, as aforesaid
mailed except that changes of address shall be deemed given when received.
(5) Sublessor and Sublessee each shall give to the other a copy of all
communications and notices given by either to the Prime Lessor in the same
manner and simultaneous with such notices and communications given to the Prime
Lessor. Sublessor and Sublessee shall promptly give to the other a copy of all
notices received from the Prime Lessor during the term of this Sublease.
(n) Sublessee warrants and represents to Sublessor that Sublessee has dealt with
no broker in connection with the negotiation of the Sublease other than Xxxxx
Xxxxxx of the Xxxx Xxxx Company, and Sublessee agrees to indemnify and hold
Sublessor harmless from any claims, damages, liability, loss, cost and expense,
including reasonable attorneys' fees, arising out of or in connection with any
claim for commission or brokers' or finders' fees with respect to this
transaction except for any fee that may be due the Xxxx Ezra Company and
Sublessor's broker.
(o) Sublessor warrants and represents to Sublessee that Sublessor has dealt with
no broker in connection with the negotiation of the Sublease other than Xxxxxxx
Xxxx of the Xxxx Ezra Company, and Sublessor agrees to indemnify and hold
Sublessee harmless from any claims, damages, liability, loss, cost and expense,
including reasonable attorneys' fees, arising out of or in connection with any
claim for commission or brokers' or finders' fees with respect to this
transaction except for any fee due the Xxxx Xxxx Company.
(p) In the event Sublessor shall default in the payment of any rental obligation
under the Prime Lease and such default is continuing, and the Sublessee is not
in default hereunder, Sublessee shall have the right, but not the obligation, to
cure such default forty-eight (48) hours after it gives Sublessor written notice
thereof. If Sublessee cures such default, Sublessee shall be entitled to
reimbursement from Sublessor for the actual cost of curing such default. In the
event that the Lease is terminated due to a default by Sublessor, Then Sublessee
shall be entitled to seek all remedies available at law and equity; provided,
however, that Sublessee shall not be entitled to receive from Sublessor any
special, consequential or punitive damages due to Sublessor's default and the
subsequent termination of the Prime Lease.
(q) If Sublessor shall default in the performance of any of its obligation under
this Sublease, and if within twenty-one days after written notice from Sublessee
to Sublessor specifying such default Sublessor has not commenced diligently to
correct the default or defaults so specified or has not thereafter diligently
pursued such correction to completion, Sublessee, in addition to all of its
other rights and remedies at law and in equity, shall have the right, but not
the obligation to cure such default forty-eight (48) hours after it gives
Sublessor written notice thereof. In the event that the Lease is terminated due
to a default by Sublessor, then Sublessee shall be entitled to seek all remedies
available at law and equity; provided, however that Sublessee shall not be
entitled to receive from Sublessor any special, consequential or punitive
damages due to Sublessor's default and the subsequent termination of the Lease.
(r) In addition to Sublessee's rights contained in the Sublease or available in
law or equity, in the event Sublessee obtains a judgement against Sublessor
arising out of Sublessor's default under the Prime Lease or the Sublease,
Sublessee may, to the extent the judgement is not paid by Sublessor, elect to
set off the amount of the judgement, plus interest at 12% per year, against the
next due installments of Rent. Election by Sublessee to set off against Rent
shall not constitute an election or remedies and Sublessee may pursue all
remedies available at law and equity to enforce the judgement against Sublessor.
(s) If Sublessee shall default in the performance of any of its:
(a) monetary obligations hereunder, and if such default shall
continue for seven (7) days after written notice from
Sublessor designating such default, or
(b) non-monetary obligation hereunder, and within twenty-one (21)
days after written notice from Sublessor to Sublessee
specifying such default Sublessee has not commenced diligently
to correct the default or defaults so specified or has not
thereafter diligently pursued such correction to completion,
Sublessor shall have all the rights of the Prime Lessor under the Prime
Lease and Sublessee shall be subject
to all provisions thereof respecting the Tenant under the Prime Lease.
USE
The Subleased Premises shall be used and occupied only for general office use.
ENTIRE AGREEMENT
This Sublease contains the entire understanding of the parties hereto and shall
supersede all prior agreements, which are hereby deemed null and void. This
Sublease shall not be modified or amended or extended except by an instrument in
writing duly signed by the parties hereto, such being in the case of Sublessor,
an officer thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Instrument to
be duly executed as of the day and year first above written.
SUBLESSOR: SOFTWARE TECHNOLOGY, Inc.
WITNESS:
BY: s/s Xxxxx Xxxx
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Illegible Signature NAME: Xxxxx Xxxx
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TITLE: VP Finance
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SUBLESSEE: RCI SYSTEMS, L.C.
WITNESS:
BY: s/s Xxxxxx Xxxxxxx
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Illegible Signature NAME: Xxxxxx X. Xxxxxxx
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TITLE: Chairman
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CONSENT BY LESSOR.
The undersigned, Lessor under the Prime Lease (attached at Exhibit "A" hereto)
hereby consents to the subletting of the Premises described herein on the terms
and conditions contained in this Sublease. This consent shall apply only to this
Sublease and shall not be deemed to be a consent to any other sublease.
WITNESS: PRIME LESSOR: Hunting Creek, LLC
BY:
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NAME:
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TITLE:
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