Exhibit 10.49
SUBLEASE
THIS SUBLEASE ("Sublease") is made as of January 8, 1999, by CERIDIAN
CORPORATION, a Delaware corporation ("Sublandlord") and STARTEC GLOBAL
COMMUNICATIONS CORPORATION, a Maryland corporation ("Subtenant").
A. Xxxxx X. Xxxxx, whose successor in interest is Xxxxx X. Xxxxx
Marital Trust, c/o Xxxxx X. Xxxxx, as Trustee, 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000, as landlord ("Prime Landlord"), and Sublandlord (whose name was
formerly Control Data Corporation), as tenant, entered into that certain
Lease dated as of July 16, 1985, as amended by a Modification of Lease
executed by Sublandlord on June 22, 1990 and by Xxxxx X. Xxxxx on November
29, 1990, and as further amended by a Modification of Lease dated February
16, 1995 (collectively herein referred to as the "Prime Lease"), regarding
certain premises ("Prime Lease Premises") in the building located at 0000
Xxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the "Building ") all as described in
the Prime Lease.
B. Sublandlord and Subtenant have agreed to enter into a sublease as to
the portion of the Prime Lease Premises shown hatched in the drawing attached
as Exhibit A ("Sublease Premises"), comprising approximately 43,690 square
feet, and including the loading dock shown on Exhibit A, upon the terms and
conditions set forth below.
1. SUBLEASE. Subject to Prime Landlord's written consent to this
Sublease, Subtenant agrees to sublease from Sublandlord, and Sublandlord
agrees to sublease to Subtenant, the Sublease Premises upon the terms and
conditions set forth below. Sublandlord represents and warrants that it is the
sole owner and holder of the lessee's interest under the Prime Lease,
and that it has the full right and authority to Sublease the Sublease
Premises to Subtenant, upon Prime Landlord's written consent to this Sublease.
2. SUBLEASE TERM. The term of this Sublease ("Sublease Term") will
commence on the date that this Sublease is approved by the Prime Landlord
("Commencement Date") will continue until July 15, 2005 ("Termination Date").
3. USE. Subtenant shall use the Sublease Premises for general office
purposes (including the provision of co-location services as described in
Section 10) and for no other purpose.
4. "AS IS" SUBLEASE; ALTERNATIONS; CONSTRUCTION; ALLOWANCE.
(a) Subtenant agrees to accept the Sublease Premises in "as is"
condition, "with all faults". Subject to paragraph 4(c) of this Sublease,
Subtenant shall be responsible for the installation and cost of any and all
improvements, alterations or other work required on or to the Sublease
Premises or on or to any other portion of the property and/or Building of
which the Sublease Premises are a part as required by any applicable law,
rule or regulation as a result of Subtenant's alterations, use or occupancy
of the Sublease Premises. Subtenant may, at its expense, make or install
improvements, alterations or work on or to the Sublease Premises or on or to
the property and/or Building of which the Sublease Premises are a part,
provided, that all such improvements, alterations or work are performed in
accordance with, and after obtaining any approvals required by, the Prime
Lease and after obtaining Sublandlord's prior written consent, which consent
shall not be unreasonably withheld, and if Sublandlord fails to respond
within 15 business days following receipt of the plans and specifications for
alterations the total cost of which exceeds $100,000, or within 5 business
days following receipt of the plans and
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specifications for alterations the total cost of which is less than $100,000,
the same shall be deemed approved by Sublandlord.
(b) Subtenant shall have complete access to the Sublease Premises
on and after the Commencement Date. Sublandlord acknowledges that Subtenant
will construct a calling center and operation center at the Sublease
Premises, and that space planning, design and construction services shall be
obtained by Subtenant, all at Subtenant's expense. In the event that the
initial build-out of the Sublease Premises is competitively bid, Subtenant
agrees that Xxxxxxxxxx Group will be given an opportunity to bid for the
work, although Subtenant is under no obligation to select Xxxxxxxxxx Group to
perform any or all of such work.
(c) Sublandlord hereby agrees to provide Subtenant with a
$450,000.00 allowance (the "Allowance") for Subtenant's completion of the
improvements and alterations to the Building and Sublease Premises set forth
on the schedule entitled "Scope of Work" attached hereto as Exhibit B (the
"Base Building Improvements") and for build-out of the Sublease Premises as
Subtenant may require, with the excess, if any, to be applied as a credit
against Subtenant's rent obligations under this Sublease. The Allowance shall
be used to reimburse Subtenant for actual costs and expenses incurred by
Subtenant to unrelated third parties in connection with the construction of
(and the preparation of plans and specifications for) the Base Building
Improvements.
(d) The Base Building Improvements and any additional improvements
for Subtenant's build-out of the Sublease Premises (together referred to as
the "Improvements") shall be performed in accordance with plans and
specifications prepared by or on behalf of Subtenant and approved in writing
by Sublandlord, which approval shall not be unreasonably withheld or
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delayed, and if Sublandlord fails to respond within 5 business days following
receipt of such plans and specifications, the same shall be deemed approved
by Sublandlord. Subtenant shall ensure that all materials and workmanship
regarding the Improvements shall be of uniformly good and workmanlike quality
and in accordance with applicable governing codes and regulations and with
the standards applicable to office buildings of similar size and character,
and Subtenant shall ensure that the Improvements comply with the requirements
of the Americans with Disabilities Act. Subtenant may retain a general
contractor of its own selection for the construction of the Improvements,
subject to Sublandlord's prior written approval of the selection of such general
contractor, which shall not be unreasonably withheld or delayed, and if
Sublandlord fails to respond within 5 business days following receipt of
information regarding the proposed general contractor, the same shall be
deemed approved by Sublandlord. Subtenant shall cause the Improvements to be
performed in accordance with the terms and conditions of this Sublease, the
Prime Lease and such other reasonable conditions as Sublandlord may impose
during construction of the Improvements. Any damage caused by Subtenant's
contractor or its subcontractors to any property of Sublandlord or other
occupants of the Building shall be promptly repaired to Sublandlord's
reasonable satisfaction, at Subtenant's expense.
(e) Provided that Subtenant is not in default hereunder, the
Allowance will be paid to Subtenant as such time as all Base Building
Improvements have been completed and all costs and expenses incurred in
connection therewith have been paid in full such that the Sublease Premises
and the Building shall be and remain free from any and all claims of
mechanic's, materialmen's and other similar liens relating to labor and/or
materials supplied in connection with the Improvements. Such completion and
payment shall be evidence by the following:
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(i) a certificate of completion for the Base Building
Improvements shall have been signed by Subtenant and the
general contractor for the Base Building Improvements and
delivered to Sublandlord, in a form reasonably acceptable
to Sublandlord; and
(ii) Subtenant shall have delivered to Sublandlord written
evidence of payment to, and copies of signed final,
complete and unconditional lien waivers from, all
contractors, subcontractors and suppliers (to the extent
the suppliers have lien rights) who have supplied labor or
materials in excess of $5,000 in connection with the Base
Building Improvements, together with written certification
as to the accuracy and completeness with which Subtenant
has identified all such parties.
Sublandlord will designate a person to serve as project manager, at
Sublandlord's expense, for the construction of the Base Building Improvements
and will give Subtenant notice of the name, address and telephone number of such
person. Subtenant shall submit to such project manager as Sublandlord's
representative each of the items which it is required to submit to
Sublandlord under this Section 4.
(f) Sublandlord licenses Subtenant to use approximately 1,000
square feet of the rooftop area of the Building in a location designated by
Sublandlord for the purpose of installation and use of one or more satellite
communication dishes or antennas and for installation and maintenance of HVAC
units. Said installation shall be in accordance with plans and specifications
approved by Sublandlord, and if required, by Prime Landlord. The Plans and
specifications shall include the means of attaching the portion of such
equipment to the roof of the Building or improvements located thereon.
Sublandlord agrees to cooperate with Subtenant
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to secure all necessary approvals from Prime Landlord and State, Federal and
other governmental authorities to construct, operate and maintain such
equipment. All such equipment shall be constructed and maintained by
Subtenant in accordance with applicable laws, ordinances, rules and
regulations and in compliance with the requirements of the insurers of the
Building. Subtenant shall indemnify and defend Sublandlord from and against
all loss, claim, damage and expense arising out of the construction, maintenance
and operation of such equipment. All work in connection with such equipment
shall be done by Subtenant in accordance with the requirements for
Improvements under Section 4(d) and (e) hereof. Subtenant shall remove all
such communications equipment on or before the expiration or termination date
of this Sublease, and repair any damage cause by installation or removal, and
no such action shall materially interfere with work being performed by
Sublandlord. Subtenant shall give to Sublandlord notice of any notices which
Subtenant receives from third parties that any of the equipment is or may be
in violation of any law, ordinance, or regulation. Subtenant shall pay all
taxes of any kind or nature whatsoever levied upon said equipment and all
licensing fees, franchise taxes and other charges, expenses and other costs
of any nature whatsoever relating to the construction, ownership, maintenance
and operation of said equipment. Subtenant agrees to refrain from
interference with the operation of radio, television or other
electromagnetic radiation and reception facilities or AM or FM broadcasting
and two-way radio and microwave transmission in and around the Building which
comply with U.S. Government regulations. Nothing herein shall prevent
Sublandlord from licensing others to use the roof in other areas of the
Building for development, installation and operation of electromagnetic
radiation and reception facilities or FM broadcasting and two-way radio and
microwave transmission provided such facilities do not
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unreasonably or materially interfere with the operations of Subtenant
pursuant to its rights granted herein.
5. RENT, OPERATING COSTS, TAXES AND UTILITIES.
(a) Base Rent. For purposes of this Sublease the term "Lease Year"
shall mean a period of 12 consecutive calendar months commencing on the first
day of the month following the Rent Commencement Date (as hereinafter
defined), or commencing on the Rent Commencement Date if it occurs on the
first day of a month, and each subsequent 12-month period thereafter,
including the partial Lease Year in which the Term of this Sublease expires.
Subtenant will pay monthly base rent for the Sublease Premises in advance,
without abatement, deduction or setoff, commencing on the later of (i) April 1,
1999 or (ii) a date 90 days after the date that the Prime Landlord's
Consent to this Sublease, as described in Section 21, is obtained and
furnished to Subtenant (the "Rent Commencement Date"), and continuing on the
first day of each calendar month thereafter during the Sublease Term, in the
following amounts ("Base Rent") for each of the following Lease Years:
BASE RENT
---------
MONTHLY (ANNUAL) LEASE YEAR
--------- -------- ----------
$32,767.50 ($393,210.00) 1
$33,750.53 ($405,006.30) 2
$34,763.04 ($417,156.49) 3
$35,805.93 ($429,671.18) 4
$36,880.11 ($442,561.32) 5
$37,986.51 ($455,838.16) 6
$39,126.11 ($469,513.30) 7
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Payment of Base Rent for any partial month shall be prorated on a daily basis.
(b) Common Area Maintenance Costs. Subtenant will also pay to
Sublandlord, as additional rent, in payment for the cost of providing snow
removal and landscaping services the sum of $910.21 per month, with such
amount being increased on January 1, 2000 and on January 1 of each subsequent
year by an amount equal to 3% of the monthly amount to be paid in the
previous calendar year.
(c) Taxes, Subtenant will also pay, as additional rent, 26.17% of
taxes, assessments and other amounts to be paid by Sublandlord under
Section 8(a) of the Prime Lease, as and when due under the Prime Lease. A copy
of the current real estate tax xxxx for the Prime Lease Premises is attached
hereto as Exhibit C.
(d) Utilities. Subtenant agrees to separately meter and be
responsible for all utilities to be furnished to the Sublease Premises, and
Subtenant shall not be responsible for reimbursing Sublandlord for any other
utility costs or charges incurred with respect to the Prime Lease Premises.
Subtenant agrees to pay all utility and service charges to be paid with
respect to the Sublease Premises, including, but not limited to, electricity,
fuel, gas, water, sewer, trash removal and telephone (including equipment and
installation charges). Subtenant shall pay such utility and service charges
as the same become due. Sublandlord shall have no liability whatsoever
relating to any interruption of any utility services or the failure of any
utility service
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to be provided to the Sublease Premises, and rent shall not be abated for any
period the Sublease Premises are untenantable as a result of the
unavailability of utility facilities. Subtenant shall maintain the HVAC
systems and equipment and any sprinkler system serving the Sublease Premises,
and Sublandlord shall have no responsibility with respect thereto.
(e) Care of Sublease Premises. Except as expressly provided in
this Sublease, Sublandlord shall have no obligation for repair or maintenance
of the Sublease Premises, the HVAC serving the Sublease Premises, or any
fixtures or equipment in the Sublease Premises. Subtenant will keep the
Sublease Premises and the fixtures and equipment in the Sublease Premises in
as good condition and repair as they were in at the time possession of the
Sublease Premises is tendered to Subtenant, except for ordinary wear and
damage from fire or other casualty beyond Subtenant's control. If Subtenant
fails to do so, Sublandlord and its agents may enter the Sublease Premises at
any time in the event of an emergency, and in all other cases upon reasonable
advance notice and at reasonable times, provided that Sublandlord is
accompanied by a representative of Subtenant (except in the case of an
emergency) to perform the maintenance and repairs and charge the costs to
Subtenant. Subtenant will, at its expense, promptly comply with all laws,
ordinances, rules, orders, regulations and other requirements of governmental
authorities now or subsequently pertaining to the Sublease Premises.
Subtenant will pay any taxes or other charges by any governmental authority
on Subtenant's property or trade fixtures in the Sublease Premises or
relating to Subtenant's use of the Sublease Premises.
6. PARKING. During the Sublease Term, Subtenant will have the
nonexclusive use, at no additional cost, of 160 non-reserved parking spaces
that are part of the Prime Lease Premises in common with other occupants of
the Building; provided that Subtenant shall not use those
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spaces shaded on the drawing attached hereto as Exhibit E. In addition,
Subtenant shall have the right to identify no more than 12 reserved parking
spaces for Subtenant's parking, but only to so long as no other current or
subsequent occupant of the Building objects to such reserved parking. The 12
spaces to be designated as parking spaces for Subtenant will be identified by
Sublandlord within 30 days of the Commencement Date. Sublandlord and
Subtenant agree that the parking rights of Subtenant are subject to the
provisions of the letter agreement dated February 8, 1999 signed by Prime
Landlord, a copy of which is attached hereto as Exhibit D. Sublandlord
covenants and agrees with Subtenant that, subject to the terms of the Prime
Lease and unless required under the Prime Lease, during the Sublease Term
Sublandlord shall not reconfigure the parking lot without Subtenant's consent,
which consent shall not be unreasonably withheld. Subtenant shall have the
right, at Subtenant's expense, to xxxx the reserved parking spaces as
"Reserved". Sublandlord also agrees that it has not heretofore granted, and
during the Sublease Term shall not grant, to other occupants of the Building
parking rights to a specified number of parking spaces which together with
Subtenant's rights to 172 parking spaces will exceed the total number of
parking spaces for the Building; provided, however, that (i) Sublandlord
makes no representation as the actual numbers of spaces being used from time
to time by occupants of the Building, (ii) Subtenant acknowledges and agrees
that Sublandlord shall have no obligation to enforce, police or segregate
parking with respect to any parking spaces for the Building, including those
referred to as reserved parking spaces in this Section, and (iii) all parking
provisions of this Sublease are subject to the parking provisions of the
Prime Lease and the attached Exhibit D.
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7. PERFORMANCE OF PRIME LEASE BY SUBTENANT AND SUBLANDLORD. Except as
otherwise set forth in this Sublease, Subtenant assumes and agrees to keep,
obey and perform all of the terms, covenants and conditions of Sublandlord as
Tenant under the Prime Lease with respect to the Sublease Premises, provided,
however, that Subtenant shall not be responsible for (i) Sublandlord's rental
obligations to the Prime Landlord, (ii) payment of real estate taxes (except
for payment to Sublandlord as provided in Section 5(c) of this Sublease,
(iii) maintenance or repairs to portions of the Prime Lease Premises other
than the Sublease Premises, (iv) maintenance or repairs to the Building
foundation, roof, structural elements, exterior walls, or common areas
(v) insurance obligations of Sublandlord under the Prime Lease (except for
Subtenant's insurance obligations under Section 9 of this Sublease),
(vi) damage or destruction to the Building by fire or other casualty, or
(vii) any obligations for Sublandlord's costs (if any) in connection with the
provisions of the Modification of Lease dated June 22, 1990 between Prime
Landlord and Sublandlord.
8. SUBLANDLORD'S ACCESS. Subtenant agrees that Sublandlord and its
agents may enter upon and examine the Sublease Premises upon reasonable,
advance notice and at reasonable times, provided that Sublandlord is
accompanied by a representative of Subtenant.
9. INSURANCE; WAIVERS. Subtenant will, during the Sublease Term,
continuously maintain commercial umbrella general liability insurance
coverage of at least $7,000,000, which insurance policy shall name
Sublandlord as an additional insured party, and a certificate thereof
acceptable to Sublandlord shall be delivered to Sublandlord prior to the
delivery of the Sublease Premises to Subtenant. Subtenant hereby agrees to
indemnify and hold harmless Sublandlord from, and shall reimburse Sublandlord
for, all costs and expenses, including
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reasonable attorneys' fees, incurred by Sublandlord in connection with the
defense of all claims and demands of third persons, including but not limited
to those for death, personal injuries, or property damage, arising out of any
default of Subtenant in performing or observing any term, covenant, condition
or provision of this Sublease, or out of the use or occupancy of the Sublease
Premises by Subtenant, or out of any of the acts or omissions of the
Subtenant, its agents, representatives, employees, customers, guests,
invitees or other persons who are doing business with Subtenant or who are at
the Sublease Premises with Subtenant's consent. Subtenant, for itself and its
insurers, hereby further expressly waives all claims against Sublandlord for
any and all loss of or damages to property owned or possessed by Subtenant in
the Sublease Premises by or resulting from any thing or circumstance other
than Sublandlord's willful misconduct, if such loss or damage is reasonably
insurable.
10. ASSIGNMENT AND SUBLETTING; CO-LOCATION.
(a) Subtenant may not, without the prior written consent of
Sublandlord, assign or pledge this Sublease, sublet all or any part of the
Sublease Premises, allow any liens to be placed on this Sublease or the
Sublease Premises, or suffer this Sublease or the Sublease Premises or any
portion thereof to be attached or taken upon execution. Sublandlord's consent
shall be in accordance with the requirements of the Prime Lease and shall not
be unreasonably withheld, and if Sublandlord fails to respond within 10
business days following receipt of the required information regarding the
proposed sublease or assignment, the same shall be deemed approved by
Sublandlord if approved by Prime Landlord. Sublandlord may assign its
interest under this Sublease at any time, and in such case, Sublandlord shall
be released from any liability arising under this Sublease after the
effective date of such assignment, provided that the
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Sublandlord's assignee (i) has been assigned all of Sublandlord's rights
under the Prime Lease, and the Prime Landlord has consented to such
assignment, (ii) has a book net worth (determined in accordance with
generally accepted accounting principles) for the calendar quarter-end
preceeding the effective date of such assignment in excess of $100 million
and (iii) has agreed in writing to assume and accept all of Sublandlord's
obligations under the Sublease and acknowledges receipt of all amounts held
by the assignor under paragraph 17 of this Sublease.
(b) Sublandlord acknowledges and agrees that Subtenant may enter
into agreements with its customers and/or end users ("Co-location
Agreements") providing for physical location of telecommunication equipment
and facilities within the Sublease Premises, maintained and serviced by
Subtenant and placed in the Sublease Premises at Subtenant's sole cost,
expense and risk, provided that such Co-location Agreements shall be
subordinate to the Lease, this Sublease and to any mortgages, deeds of trust,
or land sale contracts now or in the future, against the Prime Lease
Premises. Subtenant may enter into Co-location Agreements with third parties,
for the use of the Sublease Premises at the sole discretion of Subtenant, and
so long as no more than 25% of the Sublease Premises shall be used for
Co-location Agreements and the owners of the equipment installed under the
Co-location Agreements shall not have the right to continuously occupy the
Sublease Premises with employees or contractors other than Subtenant, then
any provision of the subletting and assignment provisions of this Lease to
the contrary notwithstanding, such Co-location Agreements shall not be
construed as an assignment or subletting.
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11. TERMINATION.
(a) If any substantial portion of the Subleased Premises which is sufficient
to render the remaining portion unsuitable for Subtenant's continuing use or
occupancy in Subtenant's business is taken by condemnation or other eminent
domain proceedings for a period exceeding three calendar months, then
Subtenant may, not later than 30 days after the effective date of the taking
(or the expiration of the three calendar months should the taking be for a
temporary but indeterminate period of time), notify Sublandlord of
Subtenant's intent to terminate this Sublease upon any business day specified
in such notice which occurs not less than 80 nor more than 180 days after the
giving of such notice. Any award of damages for such taking shall be
allocated between Sublandlord and Prime Landlord as provided in the Prime
Lease. All damages, awards and payments for the taking to which Sublandlord
is entitled under the Prime Lease will belong to Sublandlord irrespective of
the basis upon which they were made or awarded, except that Subtenant will be
entitled to any amounts specifically awarded for Subtenant's trade fixtures
or equipment or as a relocation payment or allowance to Subtenant if the same
does not reduce the award to Sublandlord. For purposes of this paragraph, any
condemnation which exceeds 25% of the Sublease Premises, or which makes
access to or use of the Sublease Premises unreasonably inconvenient or
dangerous or which significantly affects sanitary or other facilities
necessary for the occupancy of the Building for office purposes shall be
presumed, at the option of Subtenant, to be an event permitting termination
by Subtenant.
(b) If the Sublease Premises or Building is damaged by a fire,
storm or other casualty, the damage (excluding damage to improvements paid for
by Subtenant or trade fixtures, equipment or personal of Subtenant) will be
repaired by Sublandlord at its expense to a
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condition as near as reasonably possible to the condition prior to the
casualty, but if Sublandlord is not required to restore the Prime Lease
Premises under the Prime Lease and the Prime Lease has been terminated,
Sublandlord may terminate this Sublease as of the date of the casualty by
giving written notice to Subtenant within 30 days after the casualty. If this
Lease is not terminated, Sublandlord will complete the repairs as soon as
reasonably possible, subject to acts of God, strikes and other matters not
within the control of Sublandlord. If this Lease is terminated because of the
casualty, rents and other payments will be prorated as of the termination and
will be proportionately refunded to Subtenant or paid to Sublandlord, as the
case may be. During any period in which the Sublease Premises or any portion
of the Sublease Premises is made untenantable as a result of the casualty,
the Base Rent and additional rent will be abated for the period of time
untenantable in proportion to the square foot area untenantable. For purposes
of this paragraph, any damage which results in more than 25% of the Sublease
Premises being untenantable, or which makes access to or use of the Sublease
Premises unreasonably inconvenient or dangerous, or which significantly
affects sanitary or other facilities necessary for the occupancy of the
Sublease Premises for office purposes, shall be presumed, at the option of
Subtenant, to render the entire Sublease Premises untenantable, and the Base
Rent and additional rent will be abated for the period of time untenantable
plus a period for Subtenant to prepare the Sublease Premises for occupancy
and to move back into the Sublease Premises, which period shall not exceed 90
days.
(c) Subtenant shall have no obligation to restore the Building or Sublease
Premises in the event of damage or condemnation provided that should it
continue occupancy, it shall be responsible for compliance with all applicable
laws and regulations as to occupancy.
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except those which relate to access to the Sublease Premises, to areas outside
the Sublease Premises, to common facilities, or to the structural integrity of
the Building.
(d) Except as otherwise provided above in this Section 11, this
Sublease shall terminate at the end of the Sublease Term. Subtenant will
peacefully and quietly vacate and surrender the Sublease Premises to Sublandlord
at the expiration of the Sublease Term, in the condition called for under
Section 24 of the Prime Lease.
(e) The existence of this Sublease is dependent and conditioned upon
the continued existence of the Prime Lease, and in the event of the cancellation
or termination of the Prime Lease, this Sublease automatically shall be
terminated; provided, however, that this provision shall not be deemed to
release Sublandlord of liability if the Prime Lease is canceled or terminated
due to a default by Sublandlord as Tenant under the Prime Lease, or as
Sublandlord under this Sublease, which default did not result, in whole or in
part, from a default by Subtenant under this Sublease. Sublandlord agrees not to
amend, alter or modify any of the provisions of the Prime Lease affecting
Subtenant, or to surrender the Prime Lease, without Subtenant's consent, which
consent will not be unreasonably withheld or delayed. Sublandlord shall have no
liability to Subtenant due to the termination of the Prime Lease by reason of
any default by subtenant under this Sublease, or by reason of any condemnation
or destruction of the Prime Lease Premises, except as provided above in this
Section 11.
12. DEFAULT. If Subtenant defaults in its obligations under this Sublease,
Sublandlord shall have all of the same rights and remedies against Subtenant as
would be available to the Prime Landlord against Sublandlord if Sublandlord were
in default under the Prime Lease, as fully as if such rights and remedies were
set forth in this Sublease. Subtenant will have the same
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rights to notice of default and opportunity to cure the default that Sublandlord
would have in the event of default under Section 19(a) of the Prime Lease.
13. NOTICES. Any notice or demand permitted or required hereunder shall be
given only if it is in writing and delivered via a nationally recognized
overnight delivery service, for next-day delivery, confirmation of receipt
requested (the date of which confirmation shall be the date that notice shall be
deemed given), addressed as follows:
If to Sublandlord: Ceridian Corporation
0000-00xx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Real Estate (HQS12B)
If to Subtenant: Startec Global Communications Corporation
00000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxx
With copy to: Shulman, Rogers, Gandal, Pordy & Xxxxx, P.A.
00000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
The foregoing addresses may be changed from time to time by notice as above
provided, which change shall be effective 10 days after notice is given.
14. ENTIRE AGREEMENT. This Sublease contains the entire agreement between
Sublandlord and Subtenant regarding the Sublease Premises. Subtenant agrees that
it has not relied on any statement, representation or warranty of any person
except as set out in this Sublease. This Sublease may be modified only by an
agreement in writing signed by Sublandlord and Subtenant. No surrender of the
Sublease Premises, or of the remainder of the sublease Term, will be valid
unless accepted by Sublandlord in writing.
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15. SUCCESSORS AND ASSIGNS. All provisions of this Sublease will be binding
on and for the benefit of the successors and assigns of Sublandlord and
Subtenant, except that no person or entity holding under or through Subtenant in
violation of any provision of this Sublease will have any right or interest in
this Sublease or the Sublease Premises.
16. COMMISSIONS. If this Sublease is executed and payment by Subtenant is
made under Section 17 hereof, Sublandlord shall pay any commission due or owing
to Xxxxxxx & Wakefield (who in turn shall pay any commission owing to West, Lane
& Schlager Realty Advisors LLC) pursuant to separate agreements with said
parties regarding this Sublease. Sublandlord and Subtenant shall each indemnify
and hold the other harmless from and against any claims, losses, costs or
liability arising from any other parties who may claim a brokerage commission as
a result of the indemnifying party's actions or agreements in connection with
this Sublease.
17. SECURITY DEPOSIT. Subtenant herewith pays to Sublandlord the sum of
$32,767.50 to be applied to the Base Rent and additional rent due under this
Sublease. Subtenant also deposits the sum of $65,535.00 with Sublandlord to be
held as a security deposit. Sublandlord may commingle the security deposit with
other funds but will refund $32,767.50 to Subtenant without interest on or
before April 1, 1999, and $32,767.50 to Subtenant without interest on
termination of this Sublease, in each case less any amounts necessary in
Sublandlord's reasonable opinion to pay the cost of repair or restoration of the
Sublease Premises to the condition required under this Sublease or to cure any
defaults of Subtenant under Section 24 of the Prime Lease.
18
18. CLEANING. Neither Prime Landlord nor Sublandlord shall have any
responsibility for janitorial services or cleaning for the Sublease Premises,
and all such services shall be contracted for directly by Subtenant.
19. ACCESS. Subtenant shall have access to the Sublease Premises 24
hours per day, seven days per week.
20. SIGNAGE. Subtenant will not place or permit any signs on the
exterior or windows of the Building, or in any other location visible from
the exterior of the Building or from any common areas of the Building, unless
the same complies with all governmental laws, ordinances and regulations, and
unless the proposed signage has been approved by both Prime Landlord and
Sublandlord, which consent shall not be unreasonably withheld by Sublandlord.
21. PRIME LANDLORD'S CONSENT.
(a) This Sublease is expressly subject and subordinate to all of
the terms, covenants and conditions contained in the Prime Lease, including
the consent of the Prime Landlord. This Sublease is conditioned upon
Sublandlord's and Subtenant's receipt of a written consent from Prime
Landlord and Sublandlord, in substantially the form attached hereto as
Exhibit D, on or before January 20, 1999. In the event that the Prime
Landlord has not executed the Consent by January 30, 1999, then either party
may terminate this Sublease upon written notice to the other given prior to
the receipt of such consent. Sublandlord agrees to use commercially
reasonable efforts to obtain the consent of the Prime Landlord to this
execution of this Sublease, and Subtenant agrees to use commercially
reasonable efforts to furnish the Prime Landlord such information as may be
reasonably requested by the Prime Landlord.
19
(b) Whenever this Sublease or the Prime Lease requires the consent
of the Prime Landlord to any proposed or actual action of the Subtenant,
Sublandlord agrees that if Sublandlord approves the action, it shall
cooperate with, and shall use commercially reasonable efforts to obtain, the
Prime Landlord's consent to such action, so long as the same is all without
cost or expense to Subtenant.
22. ESTOPPEL CERTIFICATES. Both Sublandlord and Subtenant shall
provide each other with estoppel certificates pursuant to the provisions of
the first sentence of Section 22 of the Prime Lease with respect to
the Sublease Premises.
20
Sublandlord and Subtenant have executed this Sublease as of the date
first stated above.
Sublandlord:
CERIDIAN CORPORATION
-------------------------------
By: X. X. Xxxxxxxxx
--------------------------
Its: Vice President
--------------------------
Subtenant:
STARTEC GLOBAL
COMMUNICATIONS CORPORATION
/s/ Ram Xxxxxxx
------------------------------
By: Ram Xxxxxxx
--------------------------
Its: CEO
--------------------------
21
EXHIBIT A
SUBLEASE PREMISES DRAWING
[Recital B]
[Graph]
EXHIBIT B
SPECIFICATIONS FOR BASE BUILDING IMPROVEMENTS
[SECTION 4(c)]
SCOPE OF WORK
STARTEC GLOBAL COMMUNICATIONS CORPORATION
0000 XXXXX XXXXX XXXX
XXXXXXXXX, XXXXXXXX
1. DEMOLITION
a. Remove significant areas of partitions and doors for proposed tenant
area to reconfigure for new layout.
b. Remove existing flooring at proposed tenant area to allow for new
carpet, VCT and ceramic flooring.
c. Disconnect plumbing and electric to allow for demolition
2. CONCRETE
a. Provide a new ADA compliant ramp with painted steel pipe railings from
the office area to the rear open area.
b. Provide new concrete for patching of trade related demolition.
3. MISCELLANEOUS CONSTRUCTION
a. Provide roof openings, flashings and steel supports for new roof top
HVAC unit and exhaust fans.
b. New floor mounted toilet partitions and wall mounted accessories to
allow for bathroom ADA upgrade and additional toilets.
c. Replace at least (13) window blinds with new, similar to existing.
4. DOORS AND FRAMES
a. Provide new solid core, paint grade doors with hollow metal knock down
frame and standard lever passage set with at least twenty-three (23)
locksets.
b. All doors to have lever style passage sets.
5. ALUMINUM AND GLASS
a. Provide at least thirteen (13) new side lights at all interior office
doors.
6. MILLWORK
a. New plastic laminate countertops for new bathrooms and showers.
b. New plastic laminate counter and cabinets for Lunch Room (at least 20
LF).
c. Closet shelving (approximately 30 LF).
7. DRYWALL AND ACOUSTICAL
a. Provide new ceiling high partitions at all areas for new layout.
b. Patch existing walls from partition modifications.
c. Replace existing ceiling title and grid with new guilding standard.
8. FINISHES
a. Paint new and existing walls with two coats of flat latex. Door units
shall be painted with alkyd semi-gloss.
b. Provide approximately 5,500 SY of 26 ounce standard commercial level
loop carpet at offices, corridors and classrooms.
c. New 2 x 2 ceramic tile floor for new bathroom.
d. New 2 x 2 ceramic tile, 48" high at urinals.
e. New VCT flooring for Lunch, Service and PBX.
f. New vinyl base throughout.
9. SPECIALTIES
a. New toilet partitions for bathroom.
b. New standard office bathroom accessories including ADA compliance.
10. PLUMBING
a. Modify plumbing lines and provide new handicap fixtures as required
for ADA compliance at new bathrooms.
b. Provide cold water supply for coffee maker in Lunch Room.
c. Provide new water heater for bathroom expansion.
d. Provide new plumbing fixtures for bathroom expansion (at least seven
stalls).
e. Provide new water cooler.
f. Provide new garbage disposal for Lunch Room.
11. SPRINKLER
a. Relocate and add heads for new partition layout based on a business
use and a Light Hazard Occupancy.
12. HVAC
a. Provide and install multiple new gas heat, electric cooling rooftop
units, with 24-hour operation. The unit will have a roof curb,
economizer with power exhaust, smoke detector and five (5) year
manufacture's compressor warranty.
b. Install 2 x 2 lay-in supply diffusers and 2 x 2 return grilles. All
systems will have ducted supplies. All supply ductwork will be
insulated.
c. Modify existing duct and/or provide new duct to accommodate proposed
tenant layout. All units will be on a central control system with
individual controls and night setback. All systems will have smoke
detectors.
d. Exhaust fans will provided for Conference Rooms, PBX Rooms, bathrooms,
File Server and Lunch Room.
13. ELECTRICAL
a. Provide at least twenty-four (24) additional light fixtures to replace
existing fixtures that are beyond repair.
b. Electrical connections for standard office HVAC unit, new bathroom
plumbing fixtures and exhaust fans.
c. Lighting:
(1) Relocate existing lighting for new tenant layout.
(2) Provide and install new exit signs and battery exit lights to
accommodate new tenant layout.
(3) Provide individual switching of rooms and lighting contractor at
large open area.
Division of Treasury
[SEAL] Tax Period July 1, 1998 - June 30, 1999 000 Xxxxxx Xxxxxx
FULL YEAR XXXX 0xx Xxxxx
Xxxxxxxxx, XX 00000
1998
Hours: 8:00 a.m. - 4:30 p.m.
Mon. - Fri.
XXXXX J RILBY TRUSTEE ---------------------------------
C/O CERIDIAN CORP XXXX DATE ACCOUNT
0000 00XX XXX X ---------------------------------
XXXXXXXXXXX XX 00000 07/13/1998 01820676
---------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE INFORMATION PROPERTY ADDRESS TAXABLE ASSESSMENT
-----------------------------------------------------------------------------------------------------------------------------------
THIS IS A COPY OF THE XXXX MAILED 00000 XXXXXXX XXX XXXXX: $5,119,120
TO YOUR MORTGAGE COMPANY FOR ---------------------------------------
PAYMENT. LEGAL: WHEEL OF FORTUNE COUNTY: $5,119,120
--------------------------------------------------------------------------------------
LOT BLOCK DIST SUB TAX CLASS
--------------------------------------------------------------------------------------
F23 A 4 201 50
-----------------------------------------------------------------------------------------------------------------------------------
***PROPERTY MAY BE ELIGIBLE FOR SEMIANNUAL PAYMENT--CALL 000-000-0000***
-----------------------------------------------------------------------------------------------------------------------------------
TAXES CHARGES FEES RATE AMOUNT DUE
-----------------------------------------------------------------------------------------------------------------------------------
GENERAL XXXXXXXXXX COUNTY PROPERTY TAX 1.9230 $98,440.68
STATE OF MARYLAND PROPERTY TAX -----------------------------------
MUNICIPAL PROPERTY TAX CITY OF ROCKVILLE .2100 10,750.15
SPECIAL AREA PROPERTY TAX -----------------------------------
SOLID WASTE CHARGE REF AREA 45 - UNITS 74 - COMM. MED LOW .8150 41,720.83
MUNICIPAL FRONT FOOT BENEFIT CHARGE -----------------------------------
WSSC FRONT FOOT BENEFIT CHARGE .3690 18,889.55
-----------------------------------
16,454.64
-----------------------
-----------------------
-----------------------
-----------------------
NOT PRINCIPAL RESIDENCE TOTAL $186,255.85
-----------------------------------------------------------------------------------------------------------------------------------
County Rate of 1.523 in Less Than Constant Yield Rate of 1.928 by 0.005
-----------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------- -----------------------------------
Cashier's Use Only Amount Due if Paid By:
--------------------------------------------------------------- -----------------------------------
SEQ# B0008378 ACCT# 04- 1820676
--------------------------------------------------------------- -----------------------------------
[SEAL] TAX $186,255.85 ADV
--------------------------------------------------------------- -----------------------------------
INT O/S 10/31/98 $189,360.74
--------------------------------------------------------------- -----------------------------------
TAX PERIOD 7/1/98-8/30/99 SUB TOTAL 09/30/98 $186,255.85
--------------------------------------------------------------- -----------------------------------
NO PARTIAL PAYMENTS
80008378018625585018936074019246376019556864019867353020177655008
XXXXX X XXXXX TRUSTEE
C/O CERIDAN CORP Check here if your address changed &
0000 00XX XXX X enter change on reverse side. /__/
XXXXXXXXXXX XX 00000 Make Check Payable to:
Xxxxxxxxxx County, MD
--------------------------------
AMOUNT PAID $
--------------------------------
RETURN THIS PORTION WITH PAYMENT
EXHIBIT E
PARKING
-------
GRAPHIC
