EXHIBIT 10(dd)
SUBLEASE
This Sublease (this "SUBLEASE") is executed as of January 10, 2002,
between HOST COMMUNICATIONS, INC., a Kentucky corporation (as
successor-in-interest to Universal Sports America, Inc., a Texas Corporation),
("SUBLESSOR") and VIEWCAST CORPORATION, a Delaware corporation, ("SUBLESSEE").
RECITALS
Sublessor has the right to possession of Suite 2000, consisting of
14,731 rentable square feet of space (the "PREMISES"), in the office building
located at 00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000, commonly known as
Bent Tree Green (the "BUILDING"), under that certain lease agreement dated April
13th, 1999 (as amended by Amendment One dated July 16th, 1999) between CMD
Realty Investment Fund II, L.P., an Illinois limited partnership, as "LANDLORD",
and Sublessor as "TENANT" (such lease agreement, as amended to date, is herein
referred to as the "BASE LEASE").
Sublessee desires to sublease the space depicted on Exhibit A hereto
(the "SUBLEASE PREMISES") which is a portion, consisting of approximately 14,731
rentable square feet, of the Premises demised by the Base Lease.
Sublessor has agreed to lease such space to Sublessee on the terms and
conditions contained herein.
AGREEMENTS
In consideration of the premises and other good and valuable
consideration, Sublessor and Sublessee agree as follows:
1. PREMISES SUBLEASED & TERM. Sublessor hereby subleases to Sublessee
the Sublease Premises for a term commencing February 1st, 2002 and continuing
through December 31st, 2005.
2. RENT. As rent for this Sublease, Sublessee shall pay to Sublessor in
advance $20,255.12 per month (the "Rent). Payment of Rent shall be made to
Sublessor on the first day of each month at its address written below or at such
other address Sublessor may designate in writing, without any offset or
deduction whatsoever. Notwithstanding the commencement date as established in
Paragraph 1 above, the first payment of Rent hereunder (for April, 2002) shall
be made on April 1, 2002. In addition, Sublessee shall receive a rental
abatement for one month during the 27th month (April, 2004) of the term. Upon
execution of this Sublease, Sublessee shall pay to Sublessor a Security Deposit
equal to two month's Rent in the amount of $40,510.24.
3. EXPENSES; TAXES. Sublessee shall pay its Proportionate share of any
increases in Taxes or Operating Costs over the Base Year of 2002 as defined in
the Base Lease.
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4. ACCEPTANCE. Sublessee acknowledges that it has inspected the
Sublease Premises demised hereunder, and is fully satisfied with their condition
and accepts the same, "AS IS." Sublessor has made no representation or
warranties of any nature whatsoever with regard to the Sublease Premises, other
than those set forth herein, and Sublessor shall have no obligation or duty with
regard to preparation of the Sublease Premises for occupancy by Sublessee.
5. BASE LEASE INCORPORATED. The provisions of the Base Lease are,
except as otherwise herein specifically provided, hereby incorporated in this
Sublease with the same effect as if entirely rewritten herein, and shall fix the
rights and obligations of the parties hereto with respect to the Sublease
Premises with the same effect as if Sublessor and Sublessee were, respectively,
the landlord and tenant named in the Base Lease. Sublessee hereby covenants to
perform the covenants and undertakings of Sublessor as tenant under the Base
Lease to the extent the same are applicable to the Sublease Premises during the
term of this Sublease, and agrees not to do or permit to be done any act which
shall result in a violation of any of the terms and conditions of said Base
lease. Except as otherwise specifically provided herein, Sublessee is to have
the benefit of the covenants and undertakings of Landlord in the Base Lease to
the extent the same are applicable to the Sublease Premises during the term of
this Sublease. It is expressly understood and agreed, however, that Sublessor is
not in the position to render any of the services or to perform any of the
obligations required of Landlord by the terms of the Sublease, and that
performance by Sublessor of its obligations hereunder are conditioned upon due
performance by owner of its corresponding obligations under the Base Lease. It
is further understood and agreed, therefore, that notwithstanding anything to
the contrary contained in this Sublease, Sublessor shall not be in default under
this Sublease for failure to render such services or perform such obligations
required by Sublessor by the terms of this Sublease that are the responsibility
of the Landlord under the Base Lease, but Sublessor agrees to take all
responsible measures to insure that Landlord performs said obligations. The term
"reasonable measures" shall not include legal action against Landlord for its
failure to so perform unless Sublessee agrees to pay all costs and expenses in
connection therewith.
6. SUBORDINATE TO BASE LEASE. This Sublease is subject and subordinate
in all respects to said Base Lease. Sublessee acknowledges that it has received
a copy of said Base Lease, which is attached hereto as Exhibit B.
7. HOLDOVER. Sublessee shall promptly vacate the sublease Premises upon
expiration or termination of this Sublease. Any holding over by Sublessee beyond
the expiration date of this Sublease shall be deemed unlawful unless expressly
consented to by Sublessor in writing, and Sublessor shall be entitled to any and
all remedies in law or in equity by reason of such unlawful holding over by
Sublessee. Sublessee agrees to indemnify and save Sublessor harmless against and
from any and all loss, cost, expense and liability incurred by Sublessor under
the Base Lease by reason of any such holding over.
8. INDEMNIFICATION. Sublessee shall indemnify and save harmless
Sublessor against and from any and all liability, damage, expense, cause of
action, suits, claims or judgments for injury or death to persons or damage to
property sustained by anyone in and about said Sublease Premises or any part
thereof, arising out of any way connected with Sublessee's use or occupation of
the Sublease Premises or this Sublease.
9. ASSIGNMENT OR SUBLETTING. Sublessee shall not, without the prior
written consent of Sublessor, assign the term hereby demised, nor suffer or
permit it to be assigned by operation of law or otherwise, nor shall the
Sublessee, without the prior written consent of Sublessor, let or sublet or
permit the said Sublease Premises or any part thereof to be used by others for
hire.
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10. LANDLORD'S CONSENT. This Sublease is subject to and conditioned upon
the written consent of Landlord to this Sublease, such consent to be given by
Landlord no later than January 21st, 2002.
11. INSURANCE. Sublessee shall maintain insurance as required under the
Base Lease in the amounts stated in the Base Lease, with Sublessor named as an
additional insured. Sublessee shall furnish to Sublessor certificates of such
insurance and other evidence satisfactory to Sublessor of the maintenance of all
insurance coverage required hereunder.
12. PARKING. Sublessee shall the right to 3.2 parking spaces per 10000 RSF
in the premises on a non-exclusive, unassigned "first come, first served" basis
in the unreserved areas of the parking facility and at least seventy-five
percent (75%) shall be covered parking spaces at no charge throughout the
sublease term. Sublessee shall have the right to four (4) reserved spaces in the
parking facility at no charge throughout the sublease term.
13. NOTICES. All notices and other communications given pursuant to the
Sublease shall be in writing and shall be (a) mailed by first class, Unites
States mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address listed below, (b) hand delivered
to the intended addressee, (c) sent by nationally recognized overnight courier,
or (d) sent by prepaid telegram, cable, facsimile transmission, or telex
followed by a confirmatory letter. Notice sent by certified mail, postage
prepaid, shall be effective three business days after being deposited in the
United States mail; all other notices shall be effective upon deliver to the
address of the addressee. The parties hereto may change their address by giving
notice thereof to the other in conformity with this provision.
Sublessor: Host Communications
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxx
Telephone No. 000-000-0000
Telecopy No. 000-000-0000
Sublessee: ViewCast Corporation
00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone No. 000.000.0000
Telecopy No. 972.241.0940
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Landlord: Mr. Xxxxxx Xxxxxxx, Regional VP
CMD Realty Investors, L.P.
00000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No. 000-000-0000
Telecopy No. 000-000-0000
14. BROKERAGE. Sublessee warrants that it has not dealt with any broker or
agent in connection with the negotiations or execution of this Sublease other
than CB Xxxxxxx Xxxxx (Xxx X'Xxxxx and Xxxxxxx Xxxxxx, Brokers) whose commission
shall be paid by Sublessor. Sublessee and Sublessor shall each indemnify the
other against all costs, expenses, attorneys' fees, and other liability for
commissions or other compensation claimed by any other broker or agent claiming
the same by, through, or under the indemnifying party.
15. BINDING EFFECT; GOVERNING LAW. The Base Lease shall remain in full
effect and this Sublease shall be binding upon Sublessor and Sublessee and their
respective successors and assigns. If any inconsistency exists or arises between
the terms of this Sublease and the terms of the Base Lease, the terms of the
Sublease shall prevail. The Sublease shall be governed by the laws of the State
in which the Premises is located.
16. COUNTERPARTS. This Sublease may be executed in multiple counterparts,
each of which shall constitute an original, but all of which shall constitute
one document.
EXECUTED effective as of the date and year above written.
SUBLESSOR:
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By:
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Name:
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Title:
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SUBLESSEE:
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By:
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Name:
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Title:
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