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Exhibit 10.15
SUBLEASE AGREEMENT AND CONSENT TO SUBLEASE
THIS SUBLEASE AGREEMENT ("Sublease") is made and entered into this 1st day
of June, 1998 by and between PARK 'N VIEW INC., a Delaware corporation
("SUBLESSOR") and SECURITY WORLD INTERNATIONAL INC., a Delaware corporation
("SUBLESSEE")
WITNESSETH:
THAT WHEREAS, CB Institutional Fund VI, L.P., a California Limited
Partnership ("Landlord") and SUBLESSOR are parties to a lease agreement dated
July 20, 1992 as amended March 29, 1996, and as further amended April 5, 1996
(collectively the "Prime Lease") for certain space consisting of approximately
11,647 square feet in building 10 consisting of all of Bays A, B, C, D, E, G, H,
and I, and a portion of Bay F, Two Prospect Park Business Center, within the
Fort Lauderdale Commerce Center, 0000 X.X. 00xx Xxxxxx, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000 (the "Property"); and
WHEREAS, SUBLESSEE, wishes to sublease a portion of the Property
consisting of all of Bays G, H, I, J, and part of Bays E and F equating to
approximately six thousand one hundred (6,100) square feet (the "Subleased
Site"); and
WHEREAS, Landlord has consented to this Sublease and is executing this
Sublease to evidence its consent hereto.
NOW THEREFORE, for one dollar in hand paid, the mutual promises herein
contained, and other good valuable consideration, the receipt and sufficiency
of which is hereby mutually acknowledged, the parties agree as follows:
1. DEMISE: SUBLESSOR hereby subleases to SUBLESSEE, and SUBLESSEE hereby
Subleases from SUBLESSOR, the Subleased Site described on Exhibit A attached
hereto and incorporated herein by reference.
2. TERM: The term of this Sublease shall commence 60 days from the full
execution of this Sublease or upon completion of buildout, whichever comes
first, and shall expire May 31, 2001. If Landlord so elects, the termination of
the Lease by lapse of time or otherwise shall immediately cause the Sublease to
be terminated and of no further force or affect.
3. RENT: The rent due under this Sublease ("Rent") is payable, without
offset or deduction of any kind, on the first day of each calendar month as
follows:
Months 01-12.............................$8.00/sq. ft.
Months 13-24.............................$8.32/sq. ft.
Months 25-36.............................$8.65/sq. ft.
Months 37-44.............................$9.00/sq. ft.
PLUS ANY APPLICABLE TAXES
Rent for less than a full calendar month shall be pro rated on the basis of a
thirty (30) day month.
SUBLESSEE shall further be responsible for their prorata share of all
operating expense charges ("Operating Expense"), Real Estate Taxes and other
forms of additional rent payable under the Prime Lease. Such Operating Expense
is fixed and is increased at a rate of five percent (5%) a year. The 1998
Operating Expense is
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$3.70 per rentable square foot, which figure is exclusive of janitorial and
electric services. SUBLESSEE shall also be responsible for any State Sales Tax
on the foregoing expenses.
4. COVENANTS OF SUBLESSEE: SUBLESSEE agrees to abide by all of the terms
and conditions of the Prime Lease (all of which terms and conditions are fully
incorporated herein by reference), as though SUBLESSEE were the tenant
thereunder. The rights of SUBLESSEE hereunder are expressly subject to the
terms and conditions of the Prime Lease. SUBLESSEE acknowledges that the
Subleased Site is part of the Property and that SUBLESSOR shall have access to
the Property 24 hours a day 7 days a week, but will not have access to the
Subleased Site except to inspect the Subleased Site to ensure SUBLESSEE'S
compliance with the terms hereof. SUBLESSEE agrees to confine its business and
activities to the Subleased Site. SUBLESSOR agrees to provide SUBLESSEE a 24
hour notice prior to accessing the Subleased Site, emergencies excepted.
5. COVENANTS OF SUBLESSOR: SUBLESSOR hereby acknowledges that SUBLESSEE
shall have access to the Subleased Site 24 hours a day, 7 days a week. At or
before the time of buildout, SUBLESSEE shall construct, at its sole cost and
expense, to the specifications approved by SUBLESSOR, a demising wall to
separate the Subleased Site from the rest of the Property.
6. SUBLESSOR NOT RELEASED: It is understood that nothing contained in
this Sublease shall release SUBLESSOR from its duties and obligations contained
in the Prime Lease.
7. "AS IS" CONDITION OF SUBLEASED SITE: Upon its entry into the Subleased
Site and the commencement of this Sublease, SUBLESSEE shall be deemed to have
accepted the Subleased Site "as is." SUBLESSEE agrees at its expense to keep and
maintain the Subleased Site in good repair and in good, sanitary and safe
condition and to return the Subleased Site to SUBLESSOR at the end of the term
in as good a condition as received, normal wear and tear and casualty excepted.
8. SECURITY DEPOSIT: SUBLESSEE hereby agrees to and does now pay, or has
already paid, to SUBLESSOR and SUBLESSOR hereby acknowledges receipt from
SUBLESSEE of the sum of $5,947.50, which SUBLESSOR shall retain as security
for the performance of SUBLESSEE of each of its obligations hereunder. If
SUBLESSEE fails to perform any of its obligations hereunder, SUBLESSOR may
apply the security deposit, or so much thereof as may be required, to
compensate SUBLESSOR for SUBLESSEE's default. The security deposit shall not
bear interest for the benefit of SUBLESSEE. Any unused portion of the security
deposit shall be returned to SUBLESSEE within thirty (30) days of the
expiration of this Sublease.
9. ASSIGNMENT AND SUBLETTING: SUBLESSEE shall not assign, or further
sublet or subdemise the Subleased Site, or any part thereof, without the prior
written approval of SUBLESSOR and Landlord. This Consent and Agreement shall
not be deemed to constitute a consent to any future sublease.
10. INSURANCE: SUBLESSOR shall maintain all policies of insurance for the
Subleased Site in such amounts and with such companies as to comply with the
Prime Lease. SUBLESSOR and Landlord shall be named as additional insured in any
of such policies.
11. INDEMNIFICATION: SUBLESSEE agrees to exonerate, save harmless protect
and indemnify SUBLESSOR from and against any and all losses, damages, claims,
suits, or actions, including reasonable attorney's fees, from any damage or
injury to person or property occurring on or about the Subleased Site, except
to the extent such loss, damage, claim, suit or action is caused by the
negligence of SUBLESSOR of any of SUBLESSOR's agents, employees or invitees
other than SUBLESSEE. SUBLESSEE agrees to exonerate, save harmless, protect and
indemnify Landlord from and against any and all losses, damages, claims,
suits, or actions, including reasonable attorney's fees, from any damage or
injury to person or property occurring on or about the Subleased Site, except
to the extent such loss, damage, claim, suit or action is caused by the
negligence of SUBLESSOR or Landlord of any of SUBLESSOR's or Landlord's agents,
employees or invitees other than SUBLESSEE. The indemnity provision of this
Sublease shall survive the expiration or termination of this Sublease.
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12. HAZARDOUS MATERIALS: Without limiting SUBLESSEE's general
responsibility to abide by all terms and conditions of the Prime Lease,
SUBLESSEE specifically agrees not to introduce any hazardous materials onto the
Subleased Site (other than small quantities of cleaning materials) without the
express written permission of SUBLESSOR and Landlord.
13. CONDITION PRECEDENT: This Sublease is contingent upon and shall not
take effect until such time as Landlord has given its consent. SUBLESSOR and
SUBLESSEE agree to cooperate with one another in obtaining the consent of
Landlord to this Sublease. In the event that such consent has not been obtained
within sixty (60) days following the date of this Sublease, either SUBLESSOR
or SUBLESSEE may terminate this Sublease upon written notice to the other.
14. COPIES OF NOTICE: SUBLESSOR does hereby agree to forward to SUBLESSEE
a copy of any and all written notices of default by SUBLESSOR under the Prime
Lease.
15. SUBJECT AND SUBORDINATE TO PRIME LEASE: This Sublease is subject and
subordinate to the Prime Lease and SUBLESSOR purports hereby to convey, and
SUBLESSEE takes hereby, no greater rights or interests hereunder than those
granted to or taken by SUBLESSOR as tenant under the Prime Lease. The
termination or expiration of the Prime Lease shall cause a termination of this
Sublease.
16. LANDLORD OBLIGATIONS: Landlord shall not be obligated to SUBLESSEE
under any of the provisions of the Sublease.
17. USE: SUBLESSEE may use the Sublease Site for general business use,
including but not limited to, any legally permitted use consistent with the
character of an office/service building which will not increase the use of the
common areas over that originally proposed by SUBLESSOR.
18. DEFAULT: Each item listed under Article 10 of the Prime Lease,
labeled "Default: Remedies" is incorporated herein by reference. Each item
constituting a default under the Prime Lease shall in the same manner
constitute a default hereunder. SUBLESSOR shall have the same rights and
remedies under this Sublease in the event of a SUBLESSEE default as Landlord
has under the Prime Lease in the event of a default by SUBLESSOR.
19. NOTICE: Any notice or payment which shall be made hereunder shall be
in writing and (in the case of notice) shall be either (a) hand delivered, (b)
delivered by overnight courier, or (c) delivered by certified mail return
receipt requested to the following addresses:
If to SUBLESSOR: Park N' View, Inc.
00000 X.X. 00xx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
If to SUBLESSEE: Security World International Inc.
00000 Xxxxxxxxx 0xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Either party may change its notice address upon ten (10) days prior written
notice to the other party. Notice shall be effective (a) upon delivery if hand
delivered, (b) the next business day if sent by overnight courier, or (c) three
business days after deposit in the U.S. Mail, certified mail, return receipt
requested.
20. BROKERS: SUBLESSEE warrants that it has only had dealings with the
Xxxxx Xxxxxx Co., & Xxxxxxx & Wakefield and shall hold harmless Sublessor from
any other party claiming a commission or other fee pursuant to this Sublease.
SUBLESSOR warrants that it has only listed the property with Xxxxxxx &
Xxxxxxxxx and
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the terms of its agreement with Xxxxxxx & Wakefield govern all commissions
relating to the subleased space in which Sublessor is responsible for payment of
said commissions to Xxxxxxx & Xxxxxxxxx.
21. HOLDING OVER: If SUBLESSEE shall hold over after the expiration or
termination of this Sublease, SUBLESSEE shall pay rent at 150% of the rate
otherwise payable hereunder and shall be liable to SUBLESSOR for any costs,
liabilities or lost business opportunities suffered by SUBLESSOR as a result of
such holdover. SUBLESSEE shall further be liable for any costs, expenses or
liabilities that SUBLESSOR may owe LANDLORD as a result of SUBLESSEE's holding
over.
22. LIENS: SUBLESSEE shall keep the Subleased Site free and clear of all
liens arising out of any work performed, material furnished, or obligations
incurred by or on behalf of SUBLESSEE.
23. DIRECT PAYMENT: If requested by SUBLESSOR, SUBLESSEE shall make
rental payments due hereunder directly to LANDLORD.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument
the date first above written.
SUBLESSOR:
PARK N' VIEW, INC.,
a Delaware corporation
By: /s/
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Title: President
Print Name:
ATTEST:
By: /s/
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Title: VP & Secretary
[CORPORATE SEAL]
SUBLESSEE:
SECURITY WORLD INTERNATIONAL
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Title: Vice Chairman
Print Name: Xxxxxx X. Xxxxxxxxxx
ATTEST:
By: /s/
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Title: Secretary
[CORPORATE SEAL]
LANDLORD:
Vice President, General Counsel CB INSTITUTIONAL FUND VI, L.P.
and Secretary a California limited partnership
By: CB COMMERCIAL REAL ESTATE GROUP, INC.
a Delaware corporation, General
Partner
By: /s/
--------------------------------
Authorized Signatory
ATTEST:
By: /s/
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Title: Secretary
[CORPORATE SEAL]
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EXHIBIT A
[attach description of the Subleased Site]
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