SUBLEASE AGREEMENT
Exhibit
10.24
Version
Rev. A: 10/7/02
Sublease
0000
X
Xxxxxxxxxxx XXX
Xxxxxxxxxxxxxx,
XX 00000
THIS
SUBLEASE AGREEMENT is made and entered into as of _________________, ____ by
and
between BellSouth Personal Communications, LLC, a Delaware limited liability
company, d.b.a. Cingular Wireless (“Sublandlord”), and BBI Computer Solutions,
Inc. (“Subtenant”).
Sublandlord
is the Tenant of approximately One Thousand. two hundred (1,200) square feet
(the "Premises") under that certain Lease dated August 1, 2000 by and between
Sublandlord, as Tenant, and Xxxxxxx Properties as Landlord of the Property
located at 0000 X Xxxxxxxxxxx XXX and commonly known as Hendersonville Retail"
(the "Master Lease"), attached hereto as Exhibit “B”.
By
Authorized Agency Agreement ("Dealer Agreement") dated as of April 10. 2001,
Subtenant is an authorized cellular service dealer of Sub
landlord.]
Subtenant
desires to sublease approximately 1,200 square feet from Sublandlord (the
"Sublet Premises") as outlined in red on Exhibit "A" attached hereto. The Sublet
Premises represents approximately one hundred percent (100%) of the
Sublandlord’s leased Premises at the above location
NOW
THEREFORE, in consideration of the foregoing premises and the mutual promises
contained in this Sublease, the parties hereby agree as follows:
1.
Sublease of Sublet Premises. Sub landlord hereby subleases to Subtenant and
Subtenant hereby hires from Sub landlord the Sublet Premises for the rent
hereinafter provided and subject to the terms and conditions of this Sublease
and the Master Lease.
2.
Provisions Constituting Sublease. This Sublease is subject to and subordinate
to
all the terms and conditions of the Master Lease (a copy of which is attached
hereto as Exhibit" B") and to the matters to which the Master Lease is
subordinate, to the extent not inconsistent with the provisions of this
Sublease. As pertains to the Sublet Premises, the provisions of the Master
Lease
are incorporated herein by reference with the same force and effect as if they
were fully set forth herein. but specifically excluding the following Paragraphs
or Sections: Section 1 and Section 8. Notwithstanding the foregoing, any
inconsistencies between the terms of this Sublease and the Master Lease which
shall result from the foregoing incorporation shall be resolved in favor of
this
Sublease, provided, however. that if construction of terms would cause Sub
landlord to be in default under the terms of the Master Lease, then any
inconsistency shall be resolved in favor of the Master Lease. As pertains to
the
Sublet Premises, Subtenant does hereby assume and does hereby agree to perform
Sublandlord's obligations, as Tenant under the Master Lease. Each reference
in
the Master Lease to "Landlord" and "Tenant" shall be read as referring to
"Sublandlord” and "Subtenant", respectively, in this regard. In the event of the
termination of Sublandlord's interest as Tenant under the Master Lease for
any
reason, then this Sublease shall terminate without liability of Sublandlord
to
Subtenant. Subtenant shall in no event have any rights under this Sublease
greater than Sublandlord's rights as tenant under the Master Lease.
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3.
Term.
The term of this Sublease shall commence on November 1, 2002 and shall terminate
on July 31, 2003, but in no case shall the term of this Sublease extend beyond
the date which is thirty (30) days prior to the termination or expiration of
the
current Master Lease term. If the Dealer Agreement is terminated for any reason,
then Sublandlord may. at Sublandlord's option, terminate this Sublease effective
the date the Dealer Agreement terminates.
4.
Rent.
Subtenant shall pay Sublandlord in consideration of the Sublease at the address
set forth below a base rent, additional rent, and all other charges and fees
due
and payable by Sub landlord as Tenant under the Master Lease. The current base
rent due is Eight Hundred-seventy-five dollars and zero cents ($875.00 ) per
month. The current additional rent is Zero ($0) per month. The current total
monthly obligation due is Eight hundred-seventy-five dollars and zero cents
($
875.00) during the term hereof, payable in advance on the first day of each
month beginning on November 1, 2002. Sublandlord makes no representation or
warranty to the accuracy of the foregoing numbers. In the event of a discrepancy
between the amount due under the Master Lease and the amount set forth above
or
in any billing statement from Sublandlord, the Master Lease shall control.
Any
base rent payments, additional rents. or other sums due under this Sublease
which are received by Sub landlord after the due date shall each be assessed
Ii
late payment fee equal to the amount of late payment fee imposed under the
Master Lease for the month first due and for each month thereafter until paid,
payable by Subtenant as additional rent. Such late payment fee shall be due
as
liquidated damages and not as a penalty, the parties agreeing that it is
difficult if not impossible to ascertain Sublandlord's damages in the event
of
late payment.
In
addition, simultaneously with the execution and delivery of this Sublease,
the
Subtenant shall deliver to Sublandlord a cashier's check in the amount of N/A
($0), which represents full payment to Sublandlord for any existing tenant
improvements, furniture & fixtures located at the Sublet Premises and owned
by Sublandlord (the "Tenant Improvements"), as provided in Section 11.B,
hereinbelow.
Payments
to Sublandlord shall be made to the following address or such other address
as
Sublandlord may from time to time designate in writing:
BellSouth
Mobility, LLC
c/o
Cingular Wireless
P.
O. Xxx
0000
Xxxxxxx
Xxxxx, XX 00000
Reference
No.: BSNC2452
5.
Security Deposit, and Advance. Simultaneous with the execution and delivery
of
this Sublease, the Subtenant shall deliver to Sublandlord a cashier's check
in
the amount of Eight hundred seventy-five dollars and zero cents ($875.00),
which
represents the first month's rent, and the sum of Eight hundred seventy five
dollars and zero cents ($875.00) which represents a security deposit which
shall
be refunded by Sublandlord within thirty (30) days after expiration of this
Sublease if Subtenant has not defaulted hereunder. Unless required to hold
the
security deposit in an interest bearing account, Sub landlord shall hold the
security deposit in a non-interest bearing account or co-mingled with its
general funds. Sub landlord may apply the security deposit to any amount past
due under this Sublease including amounts required to reimburse Sublandlord
for
costs and expenses, including reasonable attorney's fees, incurred by
Sublandlord in enforcing this Sublease or curing any default by Subtenant under
this Sublease. Application of the security deposit shall not serve to relieve
Subtenant from its obligation to perform under this Sublease or serve to cure
the default. Upon demand, Subtenant agrees to pay to Sublandlord an amount
necessary to restore the amount of any security deposit previously applied
by
Sublandlord under this section.
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6.
Insurance. Subtenant shall throughout the term maintain in force a policy of
insurance in the form and amounts and for the purposes as set forth in the
Master Lease, which shall include without limitation the coverage of its
personal property; and Subtenant shall indemnify Sublandlord and Landlord from
liabilities to third parties for personal injury, death and damage to tangible
property resulting from Subtenant's negligence or willful conduct, and in
accordance with all such provisions of the Master Lease. Subtenant shall. be
responsible for any increase to Sublandlord's and Landlord's insurance premiums
due to Subtenant's use. Landlord and Sublandlord shall be named as an additional
insured and named payee on Subtenant's insurance. Subtenant will provide a
copy
of Subtenant's insurance policy together with a certificate of insurance to
Sublandlord prior to its occupancy of the Sublet Premises.
7.
Utilities. Subtenant shall be responsible for all utilities servicing the Sublet
Premises, and its pro-rata share of any other Common Area Maintenance costs,
if
any, due from Sublandlord as Tenant under the Master Lease.
8.
Use.
Subtenant shall use the Sublet Premises strictly in accordance with the
requirements of the Master Lease and for no other purposes. Subtenant
acknowledges that Sublandlord is in the business of selling wireless
communications services, and Subtenant covenants and agrees that it is
prohibited from using the Sublet Premises for the sale of any competing wireless
communications services. Subtenant shall comply with any and all laws, statutes,
ordinances, orders, regulations, rules and requirements of all federal, state
and local governmental, public or quasi-public authorities (collectively the
"Laws"), whether now or later in effect, which may be applicable to or in any
way affect the Sublet Premises or Subtenant's use of the Sublet
Premises.
9.
Inspection of Sublet Premises; Condition of the Sublet Premises. Subtenant
warrants that it has inspected and agrees to accept the Sublet Premise
(including all improvements and systems thereon) on an "As Is" basis.
Sublandlord has not warranted to any other condition or suitability of the
Sublet Premises. SUBLANDLORD HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS
OR
IMPLIED CONCERNING THE SUBLET PREMISES OR THE SUBLEASE. Sublandlord and Landlord
shall not b~ liable for damage to property or injury to persons, sustained
by
Subtenant or others, caused by conditions or activities on or about the Sublet
Premises.
10.
Repairs and services by Landlord. Except as set forth in section 7 above,
Sublandlord is not required by this Sublease to perform for Subtenant any work
or provide to Subtenant any utilities or services of any nature or kind
(including, without limitation. water, elevator, heat, telephone, air
conditioning, electrical and cleaning), Sub landlord shall use its reasonable
efforts to request that Landlord provide for any repairs and services which
are
the obligation of the Landlord under the Master Lease to be provided. Subtenant
shall promptly notify Sublandlord of any default or failure to perform by
Landlord under the Master Lease, and shall not take any action on account of
such default or failure without Sublandlord's prior written
consent.
3
11.
Alterations and Tenant Improvements.
A.
Subtenant shall not make any alterations, additions or improvements upon or
to
the Sublet Premises without the prior written consent of Sublandlord in every
instance and, additionally, of Landlord in accordance with any such requirements
under the Master Lease. Subtenant's signage shall be subject to Sublandlord's
review and approval. Any approved alterations, additions and improvements will
require permits, must be in accordance with all Laws and shall be made at the
sale expense of the Subtenant. All such alterations, additions and improvements
shall remain in the Sublet Premises, except trade fixtures that can be removed
without damage to the Sublet Premises, at the surrender of possession or upon
earlier termination of this Sublease unless Subtenant obtains written permission
from Sublandlord and Landlord consenting to waive this requirement. and any
such
requirements under the Master Lease. Subtenant shall deliver up the Sublet
Premises at the expiration or sooner termination of the term of this Sublease
in
the condition required by the Master Lease. Subtenant shall be responsible
for
repairs and maintenance imposed on tenant under the Master Lease or necessitated
by any improvements or alteration made to the Sublet Premises by Subtenant,
and
for any repairs to the exterior, and corridors, common areas or parking areas
caused by the negligence or misuse by the Subtenant, its agents, employees
or
invitees, all in accordance with all such requirements under the Master
Lease.
B.
Payment for Tenant Improvements, Furniture & Fixtures. Simultaneous with the
execution and delivery of this Sublease, the Subtenant shall deliver to
Sublandlord a cashier's check in the amount of N/A ($0), which represents full
payment to Sublandlord for any existing tenant improvements, furniture &
fixtures located at the Sublet Premises and owned by Sublandlord (the "Tenant
Improvements"). Upon receipt of the aforementioned payment, the Sublandlord
hereby deeds and delivers to Subtenant the Tenant Improvements. Subtenant
accepts such Tenant Improvements “AS IS" "WHERE IS" WITHOUT ANY REPRESENTATION
OR WARRANTY BY SUBLANDLORD ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
ARE HEREBY EXPRESSLY DISCLAIMED. Subtenant understands that at expiration of
this sublease, Subtenant is responsible for returning the Premises to the
condition required under the Master Lease.
12.
Access. At all reasonable hours, with reasonable prior notice, the Sublet
Premises shall be open to Landlord and/or Sublandlord, their agents and
representatives, for inspecting and display to prospective purchasers or
tenants, or for repairs, additions or alterations.
13.
Broker. Subtenant warrants and represents that it has dealt with no broker
or
any other person who would legally claim to be entitled to receive a brokerage
commission or finder's or consultant's fee with respect to this transaction.
Subtenant shall indemnify Sublandlord and Landlord against the claim of any
person, firm or corporation arising out of any inaccuracy or alleged inaccuracy
of the above representation.
14.
Default by Sublandlord under Master Lease. In the event of a default by
Sublandlord under the Master Lease which results in termination of the Master
Lease, this Sublease shall, at the option of the Landlord, remain in full force
and effect and the Subtenant shall attorn to and recognize Landlord as Landlord
hereunder and shall promptly upon such Landlord's request. execute and deliver
all instruments necessary or appropriate to conform such attornment and
recognition. In no event shall Sublandlord be liable to Subtenant for any such
default under the Master Lease. The Subtenant hereunder hereby waives all rights
under any present or future law or otherwise to elect, by reason of the
termination of the Master Lease, to terminate this Sublease or surrender
possession of the Sublet Premises.
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15.
Assignment or Transfer. Subtenant shall not sublease or mortgage, pledge or
otherwise encumber all or any part of the Sublet Premises, assign or transfer
this Sublease (by operation of law or otherwise) including without limitation
any transfer by way of corporate reorganization or merger or permit the Sublet
Premises to be used or occupied by anyone other than the Subtenant, without
the
prior written approval of Sublandlord and Landlord in each instance, which
approval from Landlord shall be granted or withheld in accordance with the
terms
of the Master Lease. Any consent by Sublandlord and Landlord as required above
shall not excuse Subtenant from its obligation to obtain the written consent
of
Sublandlord and Landlord to any further action or matter with respect to which
the consent of Sublandlord and Landlord is required above. Notwithstanding
Sublandlord's consent to any such assignment or subletting. the provisions
of
this subsection shall be applicable to each and every subsequent assignment
or
subletting, and Subtenant shall not be released from any of its obligations
under this Sublease.
16.
Notices. All notices or demands of any kind required or desired to be given
to
Sublandlord or Subtenant to the other hereunder shall be in writing and shall
be
deemed delivered four (4) days after depositing the notice of demand in the
United States mail as certified or registered mail, with postage prepaid, or
one
(1) day after sending the notice by nationally recognized overnight courier
service which requires and tracks recipients' signature, if addressed to the
Landlord, Sublandlord or Subtenant. respectively, and with a copy to the Sub
landlord or Landlord, as appropriate, at the addresses set forth below, and
in
the Master Lease.
Sublandlord;
BellSouth
Personal Communications, LLC, a Delaware limited Liability company, d.b.a.
Cingular Wireless
0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Real Estate Department
Phone:
000-000-0000
Fax:
000-000x0000
With
a
copy to:
Cingular
Wireless
0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Legal Dept.
Phone:
000-000-0000
Fax:
000-000-0000
Subtenant:
BBI
Computer Solutions, Inc.
000
X
Xxxxxxx Xxxx
Xxxxx,
XX
00000
Attn:
Xxxxx Xxxxx
Phone:
5
Landlord:
Xxxxxxx
Properties
000
Xxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Phone:
000-000-0000
17.
Default by Subtenant and Sublandlord's Remedies.
17.1
In
addition to those provided for in the Master Lease, each of the following acts
or omissions of Subtenant or occurrences shall constitute an "Event of Default."
(a)
Failure to timely pay rent or other payments due hereunder;
(b)
Failure to perform. make reasonable efforts to cure, or observe any of the
covenants, obligations or conditions of this Sublease if such failure continues
for a period of thirty (30) days following receipt of written notice by
Subtenant of such failure
(c)
Abandonment or vacating of the Sublet Premises;
(d)
The
making by Subtenant of any general arrangement or assignment for the benefit
of
creditors. The appointment of a trustee or receiver to take possession of
substantially all of Subtenant's assets located at the Sublet Premises;
(e)
A
default under the Dealer Agreement.
17.2
Upon
the occurrence of any Event of Default, Sublandlord shall have the option,
in
addition to any other remedy or rights given thereunder or by law or equity,
to:
(a)
Terminate Subtenant's right to possession by any lawful means, in which case
this Sublease shall terminate and Subtenant shall immediately surrender
possession of the Sublet Premises to Sublandlord. In such event, Sublandlord
shall be entitled! to recover from Subtenant all damages incurred by Sub
landlord by reason of Subtenant's default including, but not limited to, the
cost of recovering possession of the Premises, expenses of re-letting and
reasonable attorneys' fees and court costs.
(b)
Maintain Subtenant's right to possession in which case this Sublease shall
continue in effect whether or not Subtenant shall have abandoned the Sublet
Premises. In such event, Sublandlord shall be entitled to enforce all of
Sublandlord's right and remedies! under this Sublease, including the right
to
recover the rent as it becomes due hereunder.
18.
Time
Limits. Except with respect to action to be taken by Subtenant for which shorter
time limits are specifically set forth in this Sublease, which time limits
shall
control for the purposes of this Sublease, time limits provided in the Master
Lease for the giving or making of any Notice or the doing of any act by the
tenant under the Master Lease to Landlord, or for the exercise of any right,
remedy or option by the tenant under it, are changed for the purpose of this
Sublease, by shortening the same in each instance to (i) 45 days with respect
to
all such periods of 60 or more days, (ii) 20 days with respect to all such
periods of 30 or more days but less than 60 days, (Hi) 10 days with respect
to
all such periods of 20 or more days but less than 30 days, and (iv) one-half
of
the time stated in the Master Lease with respect to all such periods of less
than 20 days, so that any Notice may be given or made, or any act, condition
or
covenant performed, or option exercised under the Master Lease, by Sublandlord
within the time limit relating to it contained in the Master Lease. Anything
contained in this Sublease to the contrary notwithstanding, there shall be
no
right of renewal, term extension, or holdover rights afforded t Subtenant under
this Sublease, even if such rights are contained in the Master Lease.
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19.
Multiple Counterparts. This instrument may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20.
Consent of Landlord. This Sublease is subject to, and conditioned upon, the
Sublandlord obtaining the prior written consent of Landlord to this Sublease
("Landlord's Consent") within thirty (30) days from the date of execution of
this Sublease, If the L lord's Consent is not received within this time, Sub
landlord shall have the right, upon giving notice to Subtenant, to terminate
this Sublease. In such an event, all parties are automatically released from
any
liability under this Sublease and all payments, if any, made by Subtenant to
Sublandlord together with any security deposited pursuant to this Sublease
shall
be refunded and returned by Sublandlord to Subtenant. Sub landlord shall notify
Subtenant promptly upon the receipt of consent.
21.
Miscellaneous
21.01
If
any of the provisions of this Sublease or the application of this Sublease
to
any person or circumstances shall, to any extent, by invalid or unenforceable,
the remainder of this Sublease, or the application of such provision or
provisions to persons or circumstances other than those as to whom or which
it
is held invalid or unenforceable, shall not be affected by this, and every
provision of this Sublease shall be valid and enforceable to the fullest extent
permitted by law.
21.02.
All of the terms and provisions of this Sublease shall be binding; upon and
inure to the benefit of the parties to this Sublease and, subject to the
provisions of section 15 of this Sublease, their respective successors and
assigns.
21.03.
Sublandlord covenants that as long as Subtenant shall pay the Fixed Rent and
Additional Rent and all other amounts Subtenant shall be required to pay
hereunder within any applicable grace period and shall duly observe, perform
and
comply with all of the terms, covenants and conditions of this Sublease on
its
part to be observed, performed or complied with, Subtenant shall, subject to
all
of the terms of the Master Lease and this Sublease peaceably have, bold and
enjoy the Premises during the Term without molestation or hindrance by
Sublandlord.
IN
WITNESS WHEREOF, this Sublease Agreement was executed on the dated first above
written.
SUBLANDLORD:
BellSouth
Personal Communications, LLC,
a
Delaware limited liability company,
d.b.a.
Cingular Wireless
By:_________________________________
Name:
Xxxxxxx X. Xxxxx Xxxxxx
Title:
Executive Director of Real Estate
Date:________
SUBTENANT:
BBI
Computer Solutions, Inc.
By:_________________________________
Name:_______________________________
Title:________________________________
Date:________________________________
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