SUBLEASE
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1. PARTIES
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This Sublease ("Sublease") is entered into as of September 3, 1997, by and
between Internet Associates, Inc,, a Nevada Corporation dba Internet the City,
Inc., ("Sublessee"), and Xxx XxXxxxxxxxxx and Xxxxxxx XxXxxxxxxxxx-Xxxxx dba
Execustaff, ("Sublessor"), as a Sublease under the Lease dated March 21, 1994,
("Master Lease") entered into by Sevgard, as Lessor ("Master Lessor") and Xxx
XxXxxxxxxxxx and Xxxxxxx XxXxxxxxxxxx-Xxxxx dba Execustaff ("Lessee"). A copy of
the Master Lease is attached hereto, marked Exhibit "A", and incorporated herein
by reference.
2. PROVISIONS CONSTITUTING SUBLEASE
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2.1. This Sublease is subject to all of the terms and conditions of the
Master Lease in Exhibit "A", except for Sections 1.4, 1.6, 1.8, 1.9, 15, and 50,
and Sublessee shall assume
and perform the obligations of Sublessor as Lessee under the Master Lease to the
extent such terms and conditions are applicable to the Premises subleased
pursuant to this Sublease. Sublessee shall not commit or permit to be committed
on the subleased Premises any act or omission which shall violate any term or
condition of the Master Lease. In the event of the termination of Sublessor's
interest as Lessee under the Master Lease for any reason, then this Sublease
shall terminate coincidentally therewith without any liability of Sublessor to
Sublcssee.
2.2. All of the terms and conditions contained in the Master Lease are
incorporated herein, as terms and conditions of this Sublease (with each
reference therein to Lessor and Lessee to be deemed to refer to Sublessor and
Sublessee), and along with all of the following paragraphs set out in this
Sublease shall be the complete terms and conditions of this Sublease.
3. PREMISES
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Sublessor leases to Sublessee, and Sublessee hires from said Sublessor,
approximately 2,600 square feet, situated in the City of Xxxxxxxx, County of
Santa Xxxxx, State of California, and located at2165 X.Xxxxxx Avenue (the
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"Premises").
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4. TERM
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4.1. TERM: The term of this Sublease shall be for a period if 25.5
months commencing approximately September 15, 1997 and ending October 31, 1999.
4.2. DELAY IN COMMENCEMENT:Notwithstanding said commencement date, if
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for any reason Sublessor cannot deliver possession of the Premises to Sublessee
on such
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this Sublease or the obligations of Sublessee hereunder or extend the term
hereof, but in such case Sublessee shall not be obligated to pay rent until
possession of the Premises is tendered to Sublessee ' provided, however, that if
Sublessor shall not have delivered possession of the Premises within fifteen
(15) days from such commencement date, Sublessee may, at Sublessee's option, by
notice in writing to Sublessor, cancel this Sublease. If this Sublease is
canceled as herein provided, Sublessor shall return any monies previously
deposited by Sublessee and the parties shall be discharged from all obligations
hereunder.
4.3. EARLY POSSESSION: In the event that Sublessor shall permit
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Sublessee to occupy the Premises prior to the commencement date of the term,
such occupancy shall be subject to all of the provisions of this Sublease. Such
early possession shall not advance the termination date of this Sublease.
5. RENT: Sublessee shall pay to Sublessor as rent for the Premises equal
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monthly installments of Three Thousand Three Hundred Eighty and 00/100 Dollars
($1,380.00), in advance, on the first day of each month of the term hereof.
Sublessee shall pay Sublessor upon the execution hereof the sum of Three
Thousand Three Hundred Eighty and 00/100 Dollars ($3,380.00), as rent for
September 15, 1997 through October 14, 1997. 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 Rent shall be payable without notice or demand and without
any deduction, offset, or abatement in lawful money of the United States of
America to Sublessor at the address stated herein or to such other persons
or at such other places as Sublessor may designate in writing.
6. SECURITY DEPOSIT: Three Thousand Three Hundred Eighty and 00/100
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Dollars ($3,380.00), shall be paid by Sublessee upon execution of the Sublease,
and shall be refundable to Sublessee upon fulfillment of all terms and
conditions of the Sublease.
7. USE The Premises shall be used and occupied only for general office
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for graphics and publication on the Internet.
8. BROKER
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8.l. DIVIDED AGENCY Sublessee and Sublessor acknowledge that
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Colliers Xxxxxxx International is solely the broker for the Sublessee and that
Xxxxx & Xxxxx Company is solely the broker for the Sublessor, and that neither
represents the client of the other.
8.2. BROKER COMMISSION: Upon execution of this Sublease, Subiessor
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shall pay Broker a real estate commission pursuant to separate written
agreement.
9. CONDITION OF PREMISES: Sublessee hereby accepts the Premises in their
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condition existing as of the date Sublessee occupies the Premises, subject to
all applicable zoning-, municipal, county and state laws, ordinances and
regulations governing and relating to the use of the Premises, and accepts this
Sublease subject thereto and to all matters disclosed thereby and by any
exhibits attached hereto. Sublessee acknowledges that neither Sublessor nor
Sublessee's
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agent nor the Broker has made any representations or warranty as to the
suitability of the Premises for the conduct of Sublessee's business.
Dated:___________________ Dated: 9/4/97
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SUBLESSOR: SUBLESSEE:
EXECUSTAFF INTERNET ASSOCIATES, INC.
By: _____________________ By: /S/ Xxxxxx Xxxxxxxx Xx.
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Xxx XxXxxxxxxxxx Xxxxxx Xxxxxxxx Xx.
By: _____________________ Its: President
Xxxxxxx XxXxxxxxxxxx-Xxxxx
Address: 0000 Xxxxxxxxx Xxxxx Xxxx Address: 000 Xxxxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Phone (000) 000-0000 Phone: 000-000-0000
CONSENT TO SUBLEASE
This Consent to Sublease is made on ____________ and shall be made part of the
Sublease Agreement dated September 3, 1997 by and between Execustaff
("Sublessor") and Internet Associates, Inc. ("Sublessee"), as Sublease under the
Master Lease dated March 21, 1994 entered into by Sevgard ("Lessor") and
Execustaff ("Lessee")-
The Consent to Sublease is made in reference to the following facts and
objectives
1) Lessor's Consent to Sublease is hereby given by Sevgard
("Lessor"), to Execustaff ("Lessee" under the Master Lease and "Sublessor" under
Sublease Agreement)'and Internet Associates, Inc. ("Sublessee"), for the
premises located at 0000 X. Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx.
2) It is understood by all parties that each and every covenant,
condition or obligation imposed upon Lessee by the Master Lease and each and
every right, remedy or benefit afforded Lessor by the master lease shall not be
impaired or diminished as a result of this Sublease.
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3) This Sublease, even with the consent of Lessor, shall not
relieve Lessee of its primary obligation to pay the rent and to perform all
other obligations to be performed by Lessee.
Dated: ___________________
MASTER LESSOR:
SEVGARD
By: Xxxx Xxxxxxxx
Its: Managing Partner
Address: 0000 Xxxxx
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
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Xxxxx & Xxxxx Company
Commercial Real Estate Services
CALIFORNIA LEASE AMERICANS WITH DISABILITIES
ACT, HAZARDOUS MATERIALS AND TAX DISCLOSURE
The Americans With Disabilities Act is intended to make many business
establishments equally accessible to persons with a variety of disabilities;
modifications to real property may be required. State and local laws also may
mandate changes. The real estate brokers in this transaction are not qualified
to advise you as to what if any, changes may be required now, or in the future.
Owners and tenants should consult the attorneys and qualified design
professionals of their choice for information regarding these matters. Real
estate brokers cannot determine which attorneys or design professionals have the
appropriate expertise in this area-
Various construction materials may contain items that have been or may in the
future be determined to be hazardous (toxic) or undesirable and may need to be
specifically treated/handled or removed. For example, some transformers and
other electrical components contain PCB's, and asbestos has been used in
components such as fire-proofing, heating and cooling systems, air duct
insulation, spray-on and tile acoustical form materials, linoleum, floor tiles,
roofing, dry wall and plaster. Due to prior or current uses of the Property or
in the area, the Property may have hazardous or undesirable metals (including
lead-based paint), minerals, chemicals, hydrocarbons, or biological or
radioactive items (including electric and magnetic fields) in soils, water,
building components, above or below ground containers or elsewhere in areas that
may or may not be accessible or noticeable. Such items may leak or otherwise be
released. Real estate agents have no expertise in the detection or correction of
hazardous or undesirable items. Expert inspections are necessary. Current or
future laws may require clean up by past, present and/or future owners and/or
operators. It is the responsibility of the Landlord and Tenant to retain
qualified experts to detect and correct such matters and to consult with legal
counsel of their choice to determine what provisions, if any, they may include
in transaction documents regarding the Property.
To the best of Landlord's knowledge, Landlord is not aware of any asbestos and
other hazardous materials and undesirable substances related to the Property.
Landlord are required under California Health and Safety Code Section 25915 et
seq. to disclose reports and surveys regarding asbestos to certain persons,
including their employees, contractors, co-owners, purchasers and tenants.
Tenants have similar disclosure obligations. Landlord and Tenants have
additional hazardous materials disclosure responsibilities to each other under
California Health and Safety Code Section 25359.7 and other California laws.
Consult your attorney regarding this matter. Xxxxx & Xxxxx Company is not
qualified to assist you in this matte. or provide you with other legal or tax
advice.
Sale, lease and other transactions can have local, state and federal tax
consequences for the Landlord and/or Tenant. in the event of a sale, Internal
Revenue Code Section 1445 requires that all buyers of an interest in any real
property located in the United States must withhold and pay over to the Internal
Revenue Service (IRS) an amount equal to ten percent (101/6) of the gross sales
price within ten (10) days of the date of the sale unless the Buyer can
adequately establish that the Seller was not a foreigner, generally by having
the Seller sign a Non-Foreign Seller Certificate. Note that depending upon the
structure of the transaction, the tax withholding liability could exceed the net
cash proceeds to be paid to the Seller at closing. California poses an
additional withholding requirement equal to three and one-third percent (3 1/3%)
of the gross sales price not only on foreign Sellers but also out-of-state
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Sellers and Sellers leaving the-state if the sale price exceeds $100,000,
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Generally, withholding is required if the sales price proceeds are disbursed
outside of California, if the last known address of the Seller is outside of
California or if as financial intermediary is used. Consult your tax and legal
advisor. Real estate brokers are not qualified to give legal or tax advice or to
deter-mine whether any other person is properly qualified to provide legal or
tax advice.
SUBLESSOR: SUBLESSEE:
EXECUSTAFF INTERNET THE CITY, INC.
By: ____________________ By: ______________________
Date: ____________________ Date: 9/4/1997
