SUBLEASE
THIS SUBLEASE ("Sublease") is made effective as of February 14, 2001,
by CERIDIAN CORPORATION, a Delaware corporation to be renamed Arbitron Inc.
("Sublandlord"), and NEW CERIDIAN CORPORATION, a Delaware corporation to be
renamed Ceridian Corporation ("Subtenant").
BACKGROUND:
A. Carven Associates, a New York partnership, as Landlord ("Prime
Landlord"), and Sublandlord (then known as Control Data Corporation, a
Delaware corporation), as Tenant, entered into an Office Building Lease dated
December 31, 1986, as amended by an Agreement dated April 1, 1987, and a
Modification and Extension of Lease Agreement dated April 29, 1993
(collectively, the "Prime Lease"), regarding certain premises ("Prime Lease
Premises") in the building located at 000 Xxxx 00xx Xxxxxx in New York, New
York (the "Building "), all as described in the Prime Lease.
B. Sublandlord and Subtenant wish to enter into a sublease, upon the
terms and conditions set forth herein, for approximately 22,347 rentable
square feet of the Prime Lease Premises, which space will consist of all of
the 9th and a portion of the 11th floor of the Prime Lease Premises as
depicted on EXHIBIT A attached hereto (the "Sublease Premises").
AGREEMENT:
1. SUBLEASE. Subtenant subleases from Sublandlord, and Sublandlord
subleases to Subtenant, the Sublease Premises upon the terms and conditions
set forth below.
2. SUBLEASE TERM. The term of this Sublease ("Sublease Term") will
commence on the date hereof ("Commencement Date") and will expire on June 29,
2002.
3. USE. Subtenant shall use the Sublease Premises for general
office purposes and for no other purpose without Sublandlord's prior written
consent.
4. "AS IS" SUBLEASE; ALTERATIONS. Subtenant accepts the Sublease
Premises in "as is" condition, "with all faults". Subtenant will pay 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 by the
Americans With Disabilities Act of 1990 or any other applicable law, rule or
regulation as a result of Subtenant's use of the Sublease Premises. Subtenant
shall make or install no other improvements, alterations or work on or to the
Sublease Premises or on, to or about the Building without the prior written
consent of Sublandlord (which consent shall not be unreasonably withheld) and
Prime Landlord (to the extent such consent is required under the Prime Lease).
5. RENT. Subtenant will pay monthly gross rent for the Sublease
Premises in advance, without abatement, deduction or setoff, on the
Commencement Date and on the first day of each calendar month thereafter
during the Sublease Term, in an amount equal to
$90,298.00 ("Rent"). Rent may increase on January 1 of each year during the
Sublease Term as mutually agreed upon by the parties hereto.
6. PERFORMANCE OF PRIME LEASE BY SUBTENANT. Except as otherwise
set forth in this Sublease, Subtenant assumes and will 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.
7. SUBTENANT'S RIGHTS AS TO PRIME LANDLORD. Sublandlord will not
be liable for any nonperformance of or noncompliance with or breach or
failure to observe any term, covenant or condition of the Prime Lease upon
Prime Landlord's part to be kept, observed, performed or complied with, or
for any delay or interruption in Prime Landlord's performing its obligations
thereunder. Sublandlord will, however, cooperate with and assist Subtenant in
enforcing the terms of the Prime Lease to the extent provided below.
Sublandlord assigns unto Subtenant, for so long as this Sublease shall be in
force and effect, any and all assignable rights and causes of action which
Sublandlord may have against Prime Landlord with respect to the Sublease
Premises due to defaults by Prime Landlord under the Prime Lease. Sublandlord
will cooperate with and join with Subtenant in any claims or suits brought by
Subtenant against Prime Landlord under the Prime Lease, provided that such
participation shall be without cost or expense to Sublandlord.
8. INSURANCE; WAIVERS. Subtenant will, during the Sublease Term,
continuously maintain commercial general liability insurance as required
under the Prime Lease, 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 will indemnify and hold harmless Sublandlord
from, and will reimburse Sublandlord for, all costs and expenses, including
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, further expressly waives all claims against Sublandlord for any and
all damages to persons or property caused by or resulting from any thing or
circumstance.
9. ASSIGNMENT AND SUBLETTING. Subtenant may not, without the prior
written consent of Sublandlord (which may be withheld in Sublandlord's sole
discretion), assign or
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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 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.
10. TERMINATION. This Sublease shall terminate at the end of the
Sublease Term hereof. 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 the Prime Lease. 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, 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 Lease, or by reason of any condemnation or
destruction of the Prime Lease Premises.
11. 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.
12. NOTICES. Any notice or demand permitted or required hereunder
shall be deemed given or made if, and shall not be deemed to have been given
or made unless, it is in writing and deposited in the United States mails
certified, return receipt requested, postage prepaid, or deposited with a
reputable overnight courier, addressed as follows:
If to Sublandlord: Arbitron Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Mr. Xxxx Xxxxxx
If to Subtenant: At the Sublease Premises
The foregoing addresses may be changed from time to time by written notice as
above provided, which change shall be effective 10 days after notice is given.
13. 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
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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.
14. 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.
15. SUBORDINATION; ATTORNMENT. The parties hereto acknowledge,
pursuant to the requirements of Section 7.13 of the Prime Lease, that this
Sublease is subject and subordinate to the Prime Lease and to all interests
to which the Prime Lease is or shall be subordinate, and that in the event of
termination, re-entry or dispossess by Prime Landlord under the Prime Lease,
Prime Landlord may, at its option, take over all of the right, title and
interest of Sublandlord hereunder, and Subtenant will, at Prime Landlord's
option, attorn to Prime Landlord pursuant to the then-executory provisions of
this Sublease, except that Prime Landlord will not: (A) be liable for any
previous act or omission of Sublandlord hereunder, (B) be subject to any
offset, not expressly provided herein, or (C) be bound by any previous
modification of this Sublease or by any previous prepayment of more than one
month's rent.
16. FACILITIES MANAGEMENT SERVICES. Throughout the Sublease Term,
Sublandlord will provide on an "as requested" basis certain facilities
management services to Subtenant pertaining to those portions of the Prime
Lease Premises actually occupied by Subtenant (no such services shall be
provided to space which is sublet by Subtenant to unrelated third parties).
Such services will include without limitation (A) tenant, community, Prime
Landlord and vendor relations, (B) environmental, health, ADA and safety
services including disaster planning, security, safety, first aid training
and inspections, (C) occupancy budgeting and costs analyses, (D)
telecommunications services including PBX-voice, voice mail and video
teleconferencing, (E) custodial services including housekeeping and
inspections, (F) maintenance and operations management including utilities,
carpets and physical structure, (G) mail and office supplies, (H) space
allocation/utilization management, and (I) new construction and/or renovation
services. Subtenant will be billed periodically for all actual costs incurred
by Sublandlord in providing such services, and Subtenant will timely pay for
all such services as and when billed.
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EXECUTION:
Sublandlord and Subtenant have executed this Sublease as of the date first
stated above.
SUBLANDLORD:
CERIDIAN CORPORATION
By /s/ Xxxx X. Xxxxxxxx
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Its Executive Vice President and
Chief Financial Officer
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SUBTENANT:
NEW CERIDIAN CORPORATION
By /s/ Xxxx X. Xxxxxx
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Its Vice President, General
Counsel and Secretary
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EXHIBIT A
DEPICTION OF SUBLEASE PREMISES
