SUBLEASE AGREEMENT
Exhibit 10.1
SUBLEASE AGREEMENT
This SUBLEASE made this 6th day of June , 2007, by and between MERLIN TECHNICAL SOLUTIONS, INC., a Colorado corporation, whose address is 00 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 (“Sublessor”), and DISABOOM, INC, a Colorado corporation, whose address is Suite A-306, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (“Subtenant”).
WITNESSETH:
WHEREAS, Sublessor has entered into that certain Office Building Lease (“Prime Lease”) dated February 6, 2002 and as amended by that certain First Amendment to Office Lease dated October 16, 2002 and as amended by that certain Second Amendment to Office Lease Agreement dated May 26, 2004 and as amended by that certain Third Amendment to Office Lease Agreement dated October 19, 2004 between LBA REALTY FUND III as successor to Xxxx Xxxx Fund VI, L.P., (“Prime Landlord”), as Landlord, and Sublessor, as Tenant, covering Suite A-306 in the building known as Financial Plaza, (“Building”) located at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (such lease is hereinafter referred to as the “Prime Lease” and such premises are hereinafter referred to as the “Premises”); and
WHEREAS, Sublessor wishes to sublet the Premises to Subtenant and Subtenant wishes to sublease the same from Sublessor upon all of the terms and provisions herein set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Sublessor hereby subleases to Subtenant and Subtenant hereby subleases from Sublessor the Premises, together with the appurtenances, situated in the County of Arapahoe, State of Colorado, more particularly described as follows:
| The Building, Suite A-306, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, Colorado, containing approximately 6,572 rentable square feet, |
for a term (“Term”) to commence on June 15, 2007 (the “Commencement Date”) and to expire on July 31, 2009, subject to this Sublease and upon the rentals, terms, covenants, conditions and provisions hereinafter set forth. This Agreement shall be VOID if Prime Landlord’s written consent to this Sublease Agreement, as described in Paragraph 16 below, is not received by 5:00 p.m. Mountain Standard Time on June 7, 2007.
2. Subtenant covenants and agrees to pay to Sublessor without offset or deduction the monthly base rental on the first day of each month during the Term, commencing on August 1, 2007 in the amount of $7,667.33 per month. The security deposit described in paragraph 19 of this Agreement is due upon the delivery of the signed Sublease Agreement. Sublessor shall make monthly rent payments directly to the Prime Landlord, and provide Subtenant an electronic copy of each monthly rent payment paid to Landlord by Sublessor as evidence that Sublessor is performing all of its lease obligations.
3. The parties agree that this Sublease shall be subject and subordinate to all of the terms, covenants, conditions and provisions of the Prime Lease and to all the title and other matters to which the Prime Lease is subject or subordinate. A copy of the Prime Lease has been delivered to and examined, reviewed and approved by Subtenant.
4. The terms, covenants, conditions and provisions in the Prime Lease (including, but not limited to, the remedies provided thereunder) are incorporated herein by reference, and shall, as between Sublessor and Subtenant, constitute the terms, covenants, conditions and provisions of this Sublease, except to the extent that they are inapplicable to, inconsistent with, or modified by the provisions of this Sublease. The parties agree to observe and perform the terms, covenants, conditions and provisions on their respective parts to be observed and performed hereunder, including, but not limited to, those terms, covenants, conditions and provisions of the Prime Lease which are incorporated herein.
5. Subtenant shall, in no case, have any rights in respect of the Premises greater than Sublessor’s rights under the Prime Lease.
6. The performance by Sublessor of any of the terms and conditions of this Sublease upon the Sublessor’s part to be performed shall be subject and dependent upon the performance by the Prime Landlord under the Prime Lease of the terms, covenants, conditions and provisions, expressed or implied, of the Prime Lease on the part of the Prime Landlord under the Prime Lease to be performed, and Sublessor shall be under no obligation or liability whatsoever to the Subtenant in the event that the Prime Landlord shall fail to perform any of the terms or conditions contained therein on the part of the Prime Landlord to be performed.
7. Nothing contained in this Sublease shall be construed to create privity of estate or of contract between Subtenant and the Prime Landlord. Subtenant shall not do or permit to be done any act or thing which will constitute a breach or violation of any of the terms, covenants, conditions or provisions of the Prime Lease.
8. Subtenant will indemnify and hold Sublessor harmless from and against all losses, costs, damages, expenses and liability, including, but not limited to, reasonable attorneys’ fees, which Sublessor may incur or pay out by reason of any injury to persons or property occurring in, on or about the Premises, or by reason of any breach or default hereunder on Subtenant’s part or by reason of any work done in or to the Premises or any act or negligence on the part of Subtenant. Subtenant shall cause Prime Landlord and Sublessor to be listed as an additional insured on all public liability, property damage and fire and extended coverage insurance procured by Subtenant relating to the Premises in accordance with the terms of the Prime Lease.
9. Subtenant acknowledges that it is accepting the Premises in its present “as is” condition, and that neither the Prime Landlord nor Sublessor shall have any obligations to make any renovations or improvements to the Premises. Subtenant shall perform all necessary work at its sole cost and expense in accordance with the terms of the Prime Lease in order to ready the Premises for the operation of Subtenant’s business therein.
10. Sublessor’s refusal to consent to or approve any matter or thing, whenever Sublessor’s consent or approval is required under the terms of this Sublease, shall be deemed reasonable if, inter alia, the Prime Landlord has refused to give such consent or approval.
11. Notices and other communications hereunder shall be in writing, and shall be given or made by certified mail addressed to the parties at their respective addresses set forth above, or at any other address which either party may hereafter designate for such purpose by a written notice.
12. Subtenant shall promptly deliver to Sublessor copies of all notices received by Subtenant from the Prime Landlord and copies of all notices served upon the Prime Landlord under the terms of the Prime Lease.
13. If, through no breach or default of the Sublessor, the term of the Prime Lease is terminated prior to the expiration date of this Sublease, this Sublease shall thereupon be terminated, and Sublessor shall not be liable to Subtenant by reason thereof except for any prepaid rent which shall be prorated to the time of actual eviction following termination. If the Prime Lease is terminated because of a breach or default by the Sublessor under the Prime Lease, then Sublessor shall be liable for moving expenses not-to-exceed five thousand ($5,000) dollars.
14. Subtenant agrees to vacate the Premises on or before July 31, 2009 and to leave the Premises in a broom-clean state unless Subtenant has entered into a separate lease with Prime Landlord. Subtenant shall have no option to renew or options for additional space under this Agreement.
15. Sublessor warrants and agrees to save and hold Subtenant and Prime Landlord harmless from any and all leasing commissions (including renewals, extensions, or options), costs and liability with respect to Subleased Premises regarding any broker or real estate broker. The parties hereto agree that any leasing or brokerage commissions are to be paid pursuant to a separate agreement to which Subtenant is not a party.
16. This Sublease is subject to and conditioned upon Prime Landlord’s consent in writing, which consent shall approve Subtenant’s use of the premises as general offices. If such consent is not obtained on or before the Commencement Date, then this Sublease shall be void and terminated and the base rent prorated. In the event Subtenant obtains possession of the Premises prior to the Prime Landlord’s approval, Subtenant agrees to immediately vacate the Premises in the event this Sublease is terminated and to indemnify and hold Sublessor and Prime Landlord harmless from and against any losses, costs, damages, expenses, and liability arising from its holding over, including attorneys’ fees.
17. Notwithstanding anything contained in the Prime Lease to the contrary, Subtenant shall not by operation of law or otherwise assign, sublet, mortgage, pledge or otherwise encumber this Sublease, without the prior written consent of the Sublessor and the Prime Landlord in each instance. Any assignment or subletting, or purported assignment or subletting without such consent shall be void and of no effect.
18. This Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective successors, successors in interest and assigns.
19. The security deposit in the amount of $7,667.33 shall be returned to the Subtenant, or written accounting made therefore, listing the exact reasons for the retention of any portion of the security deposit, together with the balance of the security deposit, within sixty (60) days after termination of this sublease or surrender and acceptance of the Premises. The Sublessor shall make any written statement by mailing said the statement to the last known address of Subtenant.
20. Subtenant covenants and agrees to pay to Sublessor without offset or deduction the monthly reserved parking charges of $220.00 for eleven (11) reserved covered parking spaces. Sublessor shall provide Subtenant an electronic copy of each monthly payment made for such parking charges as evidence that Sublessor is performing all of its lease obligations.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.
| WITNESS: //signed// WITNESS: /s/ Xxxxxx X. Xxxxxxxx |
SUBLESSOR: MERLIN TECHNICAL SOLUTIONS, INC. By: /s/ Xxxxx X. Xxxxxx Its: VP/COO SUBTENANT: DISABOOM, INC. By: /s/ Xxx X. Xxxx Its: Director, Disaboom, Inc |
