Exhibit 10.14
SUBLEASE
THIS SUBLEASE is made this ___________ day of February, 1995, between
WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation with its principal
office at Westinghouse Building, Gateway Center, Xxxxxxxxxx, Xxxxxxxxxxxx 00000
(hereinafter called "Sublessor"), and MASTECH CORPORATION, a Pennsylvania
corporation with its principal office at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000 (hereinafter called "Sublessee") and
WITNESSETH:
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WHEREAS Greyhound Leasing & Financial Corporation (hereinafter called
"Lessor") and Sublessor entered into a Lease Agreement dated November 15, 1985
(hereinafter called "Lease") for certain land and improvements located in North
Fayette Township, Allegheny County, Pennsylvania, known as 0000 XxXxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxx, as more fully described in Exhibit A attached hereto and
made a part hereof (hereinafter called "Premises"), and
WHEREAS, Sublessor desires to sublease a portion of the leased premises to
Sublessee.
NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND, THE PARTIES HEREBY AGREE AS
FOLLOWS:
1. PREMISES:
That for and in consideration of the payment by Sublessee of the rent
hereinafter reserved and the performance by Sublessee of the covenants and
agreements hereinafter agreed to be performed by it, and in accordance with all
of the provisions hereinafter set forth, Sublessor does hereby let and demise
unto Sublessee and Sublessee does hereby take and hire from Sublessor,
an amount agreed to be 21,996 rentable square feet in the Premises as more fully
set forth and outlined in yellow on Exhibit B attached hereto and made a part
hereof (hereinafter called the "Subleased Premises") together with the
furnishings, fixtures and equipment, located thereon (including, without
limitation, those items of furnishings and equipment which are listed on Exhibit
C attached hereto and made a part hereof) and with all the rights, easements and
appurtenances thereto or therewith usually held and enjoyed, and use of the
Common Areas as more fully described in Section 7(d) below, for a term beginning
on the later of (1) the first day that Sublessee takes possession of any portion
of the Subleased Premises, or (2) January 15, 1995 (but in no event later than
June 1, 1995) and ending on May 31, 2000, and subject to renewal and extension
by Sublessee as hereinafter provided. Notwithstanding the foregoing, Sublessee
has the right to take possession of the Subleased Premises in increments of
useable square feet at its reasonable discretion. No rent shall be payable by
Sublessee from the commencement of the lease term until June 1, 1995.
2. RENT:
(a) Sublessee shall pay Sublessor rent, in advance, without notice or
demand in equal monthly payments, on or before the first day of each month,
during the period of time indicated below at the following rates:
Lease Term Rental Rate
June 1, 1995 - May 31, 1997 $14.00 per rentable square foot per year
June 1, 1997 - May 31, 1999 $15.00 per rentable square foot per year
June 1, 1999 - May 31, 2000 $16.00 per rentable square foot per year
The total rentable square feet of 21,996 shall be multiplied by
Fourteen Dollars ($14.00) to produce the annual base rent for the initial two
years of the term of the Sublease and
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thereafter the total rentable square feet shall be multiplied by the rental rate
indicated in the schedule above to determine the annual base rental payable by
Sublessee. The applicable annual rent shall be divided by 12 to determine the
monthly rent payable by Sublessee.
(b) Any additional sum Sublessee is required to pay Sublessor under the
terms of this Sublease is designated as Additional Rent.
(c) The obligation to pay rent including Additional Rent hereunder is an
independent covenant of the Sublessee and such payment shall be net of any other
obligation Sublessee may have and shall be made without demand, offset or
counterclaim.
(d) Except as specifically set forth herein, Sublessor's only obligations
are as set forth in this Sublease and Sublessee indemnifies Sublessor of all
costs and liabilities incurred by Sublessor on account of Sublessee's tenancy of
the Subleased Premises or failure of Sublessee to perform any of its obligations
hereunder.
(e) Any rent and/or additional rent shall be paid to Sublessor at 00
Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: X. Xxxxxx.
3. SECURITY DEPOSIT:
Sublessor acknowledges receipt from Sublessee of the sum of $30,000.00 to
be held as security for the payment of any rent and all other sums of money
payable by Sublessee under this Sublease and for the faithful performance of all
covenants of Sublessee hereunder. The amount of such security deposit, without
interest, shall be refunded to Sublessee after termination of this Sublease
provided that Sublessee shall have made all such payments and performed such
covenants. Upon default by Sublessee hereunder, all or part of such security
deposit may, at Sublessor's sole option, be applied on account of such default
and thereafter Sublessee shall
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restore the resulting deficiency in such security deposit upon demand. Sublessee
hereby waives the benefit of any provision of law requiring such security
deposit to be held in escrow, in trust, or in an interest-bearing account and
such security deposit shall be deemed to be the property of Sublessor and may be
commingled with Sublessor's other funds.
4. SUBLESSEE IMPROVEMENTS:
(a) Sublessor shall provide construction of the tenant improvements in
accord with specifications set forth in Exhibit D attached hereto and made a
part hereof, the cost to Sublessor of which shall not exceed $240,000.00, which
sum shall be used for architectural drawings, office design services, working
drawings (including mechanical engineering and plumbing) and furniture work
station relocation and installation. Prior to the full execution of this
Sublease all plans and specifications to be incorporated into this Sublease as
Exhibit D shall be approved in writing by Sublessor. The cost of any work in
Exhibit D in excess of $240,000 as well as for work outside of the scope of work
set forth on Exhibit D shall be to Sublessee's account. Upon Sublessor's
completion of the tenant improvements, Sublessor and Sublessee shall agree on a
punch list of areas of work which were not done to Sublessee's reasonable
satisfaction and Sublessor shall within fifteen (15) days thereafter cause such
punch list items to be corrected and completed. Sublessor agrees to transfer to
Sublessee any warranties it may receive for tenant improvements constructed for
Sublessee.
(b) Sublessor agrees to grant Sublessee a moving allowance of up to
Twenty One Thousand Three Hundred Eighteen and 00/100 ($21,318.00) Dollars.
Sublessor may use such allowance to cover any cost for tenant improvements for
which Sublessee is responsible. The balance of the moving allowance set forth
herein shall be credited to Sublessee against the rentals
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due under the terms of this Sublease in the order that such rentals become due.
To the extent that Sublessee's actual moving expenses do not equal Twenty One
Thousand Three Hundred Eighteen and 00/100 ($21,318.00) Dollars, Sublessor shall
have the right to use the balance of the unused moving allowance toward the
Sublessee Improvements set forth in Section 4 herein.
(c) Sublessor shall provide Sublessee with up to eighty (80) furniture
workstations and all other furnishings which are located on the Subleased
Premises at the time of execution of this Sublease. Sublessee shall have the
right, at the end of the initial term or any renewal term of this Sublease, to
remove and retain the original eighty workstations identified on Exhibit C,
provided that, upon removal, Sublessee shall restore the Subleased Premises as
required in Section 24 hereunder. Title to such work stations shall pass at the
end of the initial term, and Sublessor shall upon request of Sublessee deliver
such bills of sale or other instruments (warranting title and otherwise
disclaiming all warranties whatsoever) as Sublessee may require in order to more
effectively transfer title to Sublessee.
(d) Sublessee, at Sublessee's sole cost and expense, shall have the right
to install a satellite dish either on the property surrounding the building on
the Premises or on the roof of the building, at Sublessor's sole option. In the
event Sublessee desires to install a satellite dish on the Premises, Sublessee
shall advise Sublessor in writing of the proposed placement of the satellite
dish and Sublessor shall notify Sublessee of its approval or disapproval of
Sublessee's request within ten (10) days of Sublessee's request. If Sublessor
approves Sublessee's request, Sublessee shall comply with all of Sublessor's
requirements for the placement, maintenance, repair and restoration of any area
to which the satellite dish is affixed. Sublessee, at its cost and expense will
secure all necessary government approvals and comply with all applicable
government codes and regulations related to the satellite dish.
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5. COMPLIANCE WITH LAWS; USE OF SUBLEASED PREMISES:
Sublessee will use and occupy the Subleased Premises for general office
purposes. Sublessor warrants that the Subleased Premises, after completion of
improvements set forth in Section 4 hereof shall comply with all laws,
ordinances, rules, orders or regulations of any governmental authority excluding
the Americans with Disabilities Act. Thereafter, Sublessee will use the
Subleased Premises in compliance with any and all laws, ordinances, rules,
orders and regulations of any governmental authority (including but not limited
to any mandated repairs or alterations) which are applicable to or arise from
the conduct of Sublessee's business on the Subleased Premises. Nothing herein
shall be interpreted to require Sublessee to make repairs or improvements which
are the responsibility of Sublessor pursuant to the terms of this Sublease.
6. TAXES AND ASSESSMENTS:
(a) During the term of this Sublease, Sublessee shall pay as Additional
Rental its pro rata share of any real estate tax or assessment (allocable to the
land and building of which the Subleased Premises are a part) which is in excess
of the real estate tax or assessment imposed or assessed on the same land and
building for the base tax year. The base tax year shall be the calendar year of
1995.
With respect to any general or special assessments which may be levied
upon or against the Premises, and which may be paid in annual or semi-annual
installments, only the current amount of such installment, prorated for any
partial year, and statutory interest, shall be included within the computation
of taxes for which Sublessee is responsible herein.
(b) Sublessee's share of any increased real estate tax shall be due and
payable thirty (30) days after receipt of billing by Sublessor.
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(c) The Sublessee's proportionate share of any increase or decrease in
real estate tax shall be that percentage derived by dividing the number of
square feet of rentable space subleased by Sublessee (21,996 square feet) by the
total number of square feet of rentable space in the Premises (151,800 square
feet), which percentage is 14.49%.
(d) Sublessor may, in its reasonable discretion, estimate the amount of
taxes next due and collect from Sublessee on a monthly or quarterly basis, at
Sublessor's option, the amount of Sublessee's estimated tax obligation;
provided, however, that such estimate shall reasonably related to the prior tax
year estimate as adjusted for any rate increase announced or publicly considered
by taxing bodies and assessments with respect to the Premises. In the event that
Sublessee has not paid sufficient amount in estimated tax payments to cover its
pro rata share for the year in question, Sublessee shall pay to Sublessor the
full amount of any such shortage within thirty (30) days of date of billing. If
it is established that Sublessee has made an overpayment of its tax obligation
upon such reconciliation, Sublessee shall receive, at Sublessor's option, either
a credit applicable to the next ensuing estimated tax payments, or, a direct
payment of such overpaid amount to Sublessee within thirty (30) days of such
determination. At the end of the Sublease term, Sublessor shall refund any
overpayment to Sublessee attributable to the final lease year.
(e) Sublessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Sublessee contained in the Subleased Premises or elsewhere. When
possible, Sublessee shall cause such trade fixtures, furnishings, equipment and
all other personal property to be assessed and billed separately from the real
property of Sublessor. If any of Sublessee's said personal property shall be
assessed with Sublessor's real property, Sublessee shall pay Sublessor taxes
attributable to
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Sublessee within thirty (30) days after receipt of a written statement setting
forth the taxes applicable to Sublessee's property.
(f) In the event it shall not be lawful for Sublessee to reimburse
Sublessor for any of the taxes covered by this Section, the monthly rent payable
to Sublessor under the terms of this Sublease shall be increased by the amount
of the portion allocable to Sublessee so as to net to Sublessor the amount which
would have been receivable by Sublessor if such tax had not been imposed.
7. OPERATING EXPENSE
(a) Tenant shall pay as Additional Rental its proportionate share of any
increase in operating expenses for the Premises of which the Subleased Premises
are a part which may be sustained by Sublessor during the term of this lease
which exceed the sum of the operating expenses of the calendar year 1995 (base
year). Sublessee's proportionate share of any increase shall be that percentage
determined by dividing the rentable number of square feet hereby subleased by
Sublessee (21,996 square feet) by the total number of rentable square feet in
the Premises (151,800 square feet), which percentage is 14.49%. Notwithstanding
the foregoing, for any period of this Sublease not constituting a full calendar
year, Sublessee shall pay only a fractional part of its proportionate share of
any applicable increase in the operating expenses based upon the number of days
of its occupancy of the Sublease Premises for such year divided by 365.
(b) The term "operating expenses" shall mean all expenses, costs and
disbursements of every kind and nature (including but not limited to "Capital
Costs" as hereinafter defined and to the extent stated herein and reasonable
management fees, which fees shall be included in base
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year 1995), excluding however, taxes, expense of alternations of premises for
the accommodation of a specific tenant, brokers fees, and expenditures made for
capital investment or improvements, which the Sublessor shall pay or become
obligated to pay in connection with the operation of the Common Areas (as
hereinafter defined) and the Premises which, in accordance with generally
accepted principles of sound accounting practice, apply to the operation and
maintenance of comparable buildings.
(c) Capital Costs are defined as those expenditures which do not normally
recur more frequently than at five (5) year intervals in the normal course of
operation and maintenance of the Premises. Notwithstanding anything above which
may be to the contrary, operating expenses shall include a portion of all
Capital Costs, representing any costs of capital improvements made by Sublessor
to the Premises for the purpose of reducing recurring expenses or utility costs
and from which Sublease can expect a reasonable benefit, or that are required by
governmental law, ordinance, regulation or mandate, not applicable to the
Premises at the time of the original construction. The portion thereof to be
included each year in operating expenses shall be that fraction allocable to the
calendar year in question calculated by amortizing the cost over the reasonably
useful life of such improvement, as reasonably determined by the Sublessor, with
interest on the unamortized balance at ten percent (10%) per annum or such
higher rate as may have been paid by Sublessor for funds borrowed for the
purpose of constructing such improvements, but in no event to exceed the highest
rate permissible by law.
(d) The term "Common Areas" as used herein means all areas and facilities
outside the Subleased Premises, that are provided and designated by Sublessor
from time to time for the general use and convenience of Sublessee, Sublessor,
and of other tenants of Sublessor having the common use of such areas, and their
respective authorized representatives and invitees.
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Common Areas include, without limitation, driveways, parking areas, sidewalks,
landscaped areas, the reception area, the large conference rooms as designated
by Sublessor located on the first and second floors and highlighted in green on
Exhibit B, the cafeteria, the fitness center and specific corridors designated
by Sublessor which lead from the Subleased Premises to the internal common areas
set forth above. Notwithstanding the foregoing, Sublessor may, at its sole
option, and at any time, discontinue the operation of the cafeteria, if the
cafeteria operates at a loss. In the event Sublessor elects to reduce, limit,
change or discontinue the operation of the cafeteria, Sublessor shall make
reasonable efforts to substitute an alternative food service. Sublessee hereby
agrees that the use of the Common Areas by it or any of its employees, agents or
invitees will not interfere with the conduct of business of any of the other
occupants of the Building or the Premises.
(e) Notwithstanding anything to the contrary contained in the above
subparagraph (d), the fitness center will only be included in the Common Areas
if Sublessee provides insurance coverage and limits applicable to the use of the
fitness center by Sublessee or Sublessee's employees, which is acceptable to
Sublessor in its sole discretion. As a further condition to inclusion of the
fitness center in the common Areas, Sublessee agrees, on behalf of itself, and
its employees, to indemnify and hold harmless Sublessor from any and all
liabilities, claims, demands, actions, costs and expenses which may be sustained
by Sublessor by reason of any injury to or death of persons and for any loss of
or damage to property caused in any manner or to any degree by the use of the
fitness center by Sublessee or its employees. Sublessee, and its employees shall
faithfully observe and comply with the rules and regulations established by
Sublessor (and conveyed by written notice to Sublessee) regarding use and
operation of the fitness center. Sublessor reserves the unconditional right to
discontinue the operation of the
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fitness center at any time during the term of this lease or any renewal thereof.
In the event that Sublessor elects to discontinue the operation of the fitness
center, Sublessee shall have the option to sublease the area presently known as
the fitness center on the basis of the terms and conditions herein for the sole
purpose of using that area as a fitness center exclusively for the use of
Sublessee's employees. Sublessor shall give Sublessee written notice that
Sublessor intends to discontinue the operation of the fitness center and
Sublessee shall have fifteen (15) days within which to give Sublessor written
notice that Sublessee will sublet the area known as the fitness center for the
use of its employees. Effective on the date of Sublessee's notice to Sublessor
electing to sublease the fitness center, that area will be added to the
Subleased Premises at the prevailing rental rate then in effect for the
Subleased Premises and all of the other terms and conditions of this Sublease
shall apply to the fitness center area added to the Subleased Premises except
the use shall be described in this Section 7(e).
(f) Sublessor shall, in a reasonable manner maintain the Common Areas in a
condition representative of a well-maintained commercial office building, and in
doing so, Sublessor may establish and enforce reasonable rules and regulations
concerning such areas which are enforced in a non-discriminating manner as to
all occupants of the Premises. Sublessor may also close any of the Common Areas
to whatever necessary extent required in the opinion of Sublessor's counsel to
prevent a dedication of any of the Common Areas or the accrual of any rights of
any person (other than Sublessee) or of the public to the Common Areas, close
temporarily any of the Common Areas for maintenance purposes, and make changes
to the Common Areas including, without limitation, changes in the location of
driveways, entrances, exits, vehicular parking spaces, parking area, the
designation of areas for the exclusive use of others, the direction of the flow
of traffic or construction of additional buildings thereupon.
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(g) If, during the base year less than 95% of the building rentable area
shall be occupied by tenants and fully used by them, operating expenses of the
Premises for the base year for purposes of the determination of Sublessee's
proportionate share of operating expense shall be deemed to be increased to an
amount equal to the like operating expense which would normally be expected to
be incurred if the building had been 95% occupied and fully utilized during the
base year.
(h) Sublessee agrees to pay its proportionate share of any increase in
operating expenses as set forth in subparagraph (a) above to the Sublessor
within thirty (30) days after receipt of the Sublessor's statement. Sublessor
shall have the right, in its reasonable discretion, to estimate Sublessee's pro
rata share of operating expenses due within the following twelve (12) months
from Sublessee and to collect from Sublessee on a monthly or quarterly basis, as
Sublessor may elect, the amount of Sublessee's estimated pro rata share of such
costs; provided, however, that such estimate shall reasonably reflect actual
operating expenses for which Sublessee is proportionately responsible and which
Sublessor may reasonably expect to incur and pay within such period. Sublessor
shall provide Sublessee with a reconciliation of Sublessee's account at least
annually, and if such reconciliation shall indicate that Sublessee's account is
insufficient to satisfy Sublessee's pro rata share of operating expenses for the
period estimated, Sublessee shall pay to Sublessor any deficiency within thirty
(30) days of Sublessor's billing. Any excess in such account indicated by the
reconciliation shall be credited to Sublessee's account to reduce the estimated
payments for the next ensuing period or paid to Sublessee within thirty (30)
days if occurring in the final year of the Sublease term.
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8. PARKING:
Sublessee shall direct its employees to use the employee parking area
located in the back of the Premises. Sublessor shall preserve 110 non-reserved
parking spaces for use by Sublessee's employees and invitees in such parking
area. Notwithstanding the foregoing, Sublessor shall designate sixteen (16)
reserved parking stalls within the front parking area for Sublessee's exclusive
use. Apart from the reserved spaces, Sublessee's employees shall not park in
the visitors parking area. The remaining parking spaces within the front
parking area shall be reserved by Sublessor for visitors.
9. INSURANCE:
(a) Sublessee shall, at its sole cost and expense, procure and maintain
throughout the term of this Sublease or any renewal or extension thereof, a
policy of public liability insurance (which shall include inter alia an
endorsement or rider for contractual liability coverage) secured from an
insurance company licensed and qualified to do business in the State of
Pennsylvania, acceptable to Sublessor, and naming Sublessor as an additional
insured, with limits not less than $3,000,000.00 with respect to any one
occurrence, and said policy shall contain a clause that the insurer will not
cancel or change said policy without first giving Sublessor at least thirty (30)
days' prior written notice. Sublessee shall provide Sublessor a copy of such
insurance policy or certificate of insurance evidencing such coverage upon the
execution of this Sublease and subsequently on the renewal or extension date of
such policy.
(b) Sublessee shall procure and maintain throughout the term of this
Sublease or any renewal thereof, at Sublessee's expense, policies of casualty
insurance covering all tenant improvements, trade fixtures, equipment,
merchandise and other personal property from time to
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time in the Subleased premises in an amount not less than one hundred percent
(100%) of their actual replacement cost, providing protection against any peril
included within the classification "Fire and Extended Coverage". The proceeds of
such insurance shall be used for the repair and replacement of the property so
insured. Such insurance shall name Sublessor as an additional insured and shall
contain a clause that the insurer will not cancel or change said policy without
first giving Sublessor at least thirty (30) days' prior written notice.
Sublessee shall provide Sublessor a certificate of said insurance upon the
execution of this Sublease and subsequently on the renewal or extension date of
such policy.
(c) Nothing contained in this Sublease shall be construed to require
either party to repair, replace, reconstruct, or pay for any property of the
other party which may be damaged or destroyed by fire, flood, windstorm,
earthquake, strikes, riots, civil commotions, acts of public enemy, acts of God,
or other casualty, and each party hereby waives, on behalf of itself and its
insurer, all rights of subrogation and claims against the other for all loss or
damage arising out of perils normally insured against by standard fire and
extended coverage insurance.
10. MAINTENANCE AND REPAIRS:
(a) Subject to Sublessor's maintenance and repair obligations set forth in
subparagraph (b) below, Sublessee shall maintain the interior of the Subleased
Premises in a neat and orderly condition and shall not commit waste therein, and
shall perform all maintenance and repairs of damage caused by the negligence of
Sublessee, its servants, agents, or employees or which is otherwise required
pursuant to the terms of this Sublease.
(b) Sublessor shall maintain and keep in good condition, at Sublessor's
expense the Common Areas as well as all structural elements of Subleased
Premises, including without
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limitation, heating, ventilation and air conditioning systems, roof, plumbing,
electrical systems, fire and sprinkler systems (to the extent there are fire and
sprinkler systems in the Premises, it being understood and acknowledged that
Sublessor shall have no obligation to install additional such systems unless
required by law) alarm systems, sewage systems, except for such maintenance,
repairs, and replacements necessitated by the negligence of Sublessee, its
servants, agents, or employees or as a result of legal requirements arising from
Sublessee's use or occupancy of the Subleased Premises.
(c) Sublessor shall have the right to enter upon the Subleased Premises
from time to time upon reasonable notice in order to inspect the same and to
perform any maintenance, repairs, and replacements which it is required to make
under the provisions of this Sublease. Such entry shall in no event be
considered a constructive eviction of Sublessee. Sublessor shall use reasonable
efforts not to disrupt Sublessee's business activities in the performance of
such maintenance.
11. BUILDING SERVICES:
(a) During the hours of 7:00 a.m. and 7:00 p.m. on weekdays and 9:00 a.m.
to 2:00 p.m. on Saturdays ("Business Hours") except for public holidays
("Business Days"), Sublessor shall furnish to the Subleased Premises as part of
the operating expense of the Premises, reasonable amounts of electricity, water,
heat and air conditioning typical of a commercial office building. In the event
of an interruption in, or failure or inability to provide any of the utilities
described herein, such interruption or failure shall not, regardless of its
duration, constitute an eviction of Sublessee, constructive or otherwise, or
impose upon Sublessor any liability whatsoever, including, but not limited to,
liability for consequential
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damages or loss of business by Sublessee or entitle Sublessee to an abatement of
rent or to terminate this Sublease. Notwithstanding the foregoing, in the event
that Sublessor is unable to provide any of the utilities (i.e., electricity,
heat, water or air conditioning) for five (5) consecutive business days and
Sublessee is unable to conduct business in the Subleased Premises as a result of
such failure to provide utilities, and further provided that such failure is not
due to force majeure as hereinafter defined, then Sublessee shall be entitled to
xxxxx rent on a daily basis until such utility is restored. In no event is
Sublessee authorized to terminate this Sublease as a result of such failure of
utilities.
(b) The term "force majeure" as used herein shall mean any circumstance
beyond the reasonable control of Sublessor which shall prevent or delay
Sublessor from performing any obligation outlined herein including, but not
limited to, acts of nature, acts of God, labor strikes, material shortages and
other acts causing delays. Any delay resulting from a force majeure shall excuse
Sublessor's performance of its obligations under this Sublease for a period
equal to the period of such delay.
(c) On Business Days, Sublessor shall furnish to the Subleased Premises
and its attendant restrooms and other common areas, janitorial service, window
washing, fluorescent tube replacement and toilet room supplies.
(d) Sublessee shall give Sublessor reasonable prior written notice of its
request of Sublessor to supply utilities or services to the Subleased Premises
during non-Business Hours which are in excess of the standard of such utilities
or services normally provided during non-Business Hours in buildings used for
office purposes. Any additional utilities or services Sublessee requests during
non-Business Hours shall be at Sublessee's sole expense. In the event the
Sublessee's usage of electricity, water or any other utility exceeds the
reasonable use of such
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utility, Sublessor may determine the amount of such excess use by any reasonable
means (including, but not limited to, the installation at Sublessor's request
but at Sublessee's expense of a separate meter or other measuring device) and
charge Sublessee for the cost thereof. In addition, Sublessor may impose a
reasonable charge for the use of any additional or unusual janitorial services
required by Sublessee because of the carelessness of Sublessee or the nature of
Sublessee's business (including hours of operation).
(e) All sums payable hereunder by Sublessee for additional services or for
excess utility usage or other services shall be payable within thirty (30) days
after notice from Sublessor of the amounts due; except that Sublessor may
require Sublessee to pay monthly for the estimated cost of Sublessee's excess
utility usage if such usage occurs on a regular basis, and such estimated
amounts shall be payable in advance on the first day of each month.
(f) Sublessor shall provide Sublessee's employees and visitors with
limited access to the building during non-Business Hours, provided, however,
that Sublessor shall be entitled to impose upon Sublessee reasonable security
precautions related to such access.
(g) At the time this Sublease is fully executed by both parties, the
Premises will be supplied by Sublessor with (a) security guard services sixteen
(16) hours per day during Business Days and twenty-four (24) hours per day
during non-Business Days, and (b) a Simplex fire system. Sublessor reserves the
right, at its sole discretion, to replace the type of security service at the
Premises. Notwithstanding anything to the contrary set forth herein, Sublessee
shall be totally responsible for the security of the Subleased Premises and
Sublessor shall not have any liability whatsoever as a result of any failure of
Sublessor's security services for any injuries to persons or loss or theft
incurred by Sublessor, its employees and invitees, in, on or about the Subleased
Premises or the Premises.
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12. DAMAGE TO OR DESTRUCTION OF PREMISES:
If, during the term of this Sublease, the Subleased Premises are damaged by
fire, flood, windstorm, strikes, riots, civil commotions, acts of public enemy,
acts of God, or other casualty so that the same are rendered wholly or
substantially unfit for occupancy, Sublessor shall promptly notify Sublessee
whether the Subleased Premises can be repaired to be fully fit for Sublessee's
occupancy. If pursuant to said notice said Subleased Premises cannot be
repaired within sixty (60) days from the time of such damage, then this
Sublease, at the option of the Sublessor or Sublessee, may be terminated as of
the date of such damage and any insurance proceeds under Section 9(a) of this
Sublease agreement shall be paid to Sublessor. Likewise if a substantial
portion of the Premises (but not a substantial portion of the Subleased
Premises) are so damaged such that Sublessor determines that it will not repair
such damages, and/or restore the premises, then Sublessor at its sole option may
terminate this Sublease as of the date of last occupancy by Sublessee and any
insurance proceeds under Section 9(a) shall be payable to Sublessor. In the
event that Sublessor or Sublessee elects to terminate the Sublease, the
Sublessee shall pay the rent apportioned to the time of damage and shall
immediately surrender the Subleased Premises to Sublessor who may enter upon and
repossess the same. If neither the Sublessor or the Sublessee elects to
terminate the Sublease, Sublessor agrees to repair or replace as required such
damage to the Premises and the Subleased Premises (but not to any Sublessee
improvements made by Sublessee to the extent it receives insurance proceeds),
and this Sublease shall not be affected in any manner except that the rent shall
be suspended and shall not accrue from the date of such damage until such
repairs have been completed.
If said Subleased Premises shall be so slightly damaged by any of the above
casualties as not to be rendered unfit for occupancy to any substantial extent
and the same shall be repairable
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within sixty (60) days from the time of such damage, Sublessor shall repair the
Subleased Premises (but not Sublessee improvements made by Sublessee) to the
extent it receives insurance proceeds, and during the period from the date of
such damage until the repairs are completed the rent shall be apportioned so
that Sublessee shall pay as rent an amount which bears the same ratio to the
entire monthly rent as the portion of the Subleased Premises which Sublessee is
able to occupy without disturbance during such period bears to the entire
Premises. If the damage by any of the above casualties is so slight that
Sublessee is not disturbed in its possession and enjoyment of the Subleased
Premises, then Sublessor shall repair the same promptly and in that case the
rent accrued or accruing shall not xxxxx.
13. ACTIONS OF PUBLIC AUTHORITIES:
In the event that any exercise of the power of eminent domain by any
governmental authority, Federal, State, County or Municipal, or by any other
party vested by law with such power shall at any time prevent the full use and
enjoyment of the Subleased Premises by Sublessee, Sublessor or Sublessee shall
have the right thereupon to terminate this Sublease. In the event of any such
action, Sublessor shall have the right to claim, recover, and retain from the
governmental authority or other party taking such action any award for the value
of the Premises and Sublessee hereby waives any claim for the leasehold value of
the Subleased Premises. Notwithstanding the foregoing, Sublessee may make a
separate claim for the value of its fixtures or its moving expenses to the
extent it does not diminish any award payable to Sublessor.
14. IMPROVEMENTS BY SUBLESSEE:
Sublessee shall not have the right to make any alterations, additions, or
improvements in or to the Subleased Premises without the written consent of
Sublessor, which consent shall not be
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unreasonably withheld. Should Sublessee desire to perform alterations or
improvements upon the Subleased Premises, it shall, prior to commencing the
work, transmit a reasonably detailed description of the work to Sublessor,
including drawings or plans. Within thirty (30) days of the receipt of the same,
Sublessor shall notify Sublessee as to its approval or disapproval of the
proposed alteration, addition or improvement. Upon thirty (30) days of the
request of Sublessor, Sublessee shall also deliver to Sublessor a bond in an
amount equal to at least 150% of the potential lien or claim to secure Sublessor
against any and all potential liens or claims. If Sublessor approves such
alteration, addition or improvement, all such work shall be done in a good and
workmanlike manner, the structural integrity of the building shall not be
impaired, and any liens attaching to the Subleased Premises shall be released
within thirty (30) days or appropriately bonded to protect Sublessor. Upon the
termination of this Sublease, such alterations, additions, or improvements
shall, at the option of Sublessor, (1) become the property of Sublessor, or (2)
be removed by the Sublessee provided that any part of the Subleased Premises
affected by such removal shall be restored to its original condition.
15. FIXTURES AND SIGNS:
(a) Sublessee shall have the right to install in or place on the Subleased
Premises trade or moveable fixtures, or other equipment as it may choose and
which fixtures or equipment do not exceed the weight permitted by the floor
structure. Such fixtures, machines, tools, or other equipment shall at all times
remain the personal property of Sublessee regardless of the manner or degree of
attachment thereof to the Subleased Premises and may be removed at any time by
Sublessee whether at the termination of this Sublease or otherwise, provided,
however,
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that Sublessee shall make restoration of the Subleased Premises in the event
that any damage is done thereto in the removal of such property.
(b) Sublessee shall initially have the right to install a sign in
accordance with the Sign Plan to be attached hereto as Exhibit E. Thereafter,
Sublessee shall have the right, with Sublessor's written consent, which consent
shall not be unreasonably withheld, to install or erect on the Premises such
signs as it may deem necessary or appropriate to advertise its name and
business; provided, however, that such signs comply with all applicable laws or
ordinances. Sublessee shall have the right, subject to the restrictions of
subsection (a) above, to install and affix signs within the Subleased Premises,
subject to Sublessor's prior written consent, which consent shall not be
unreasonably withheld.
16. LIABILITY; INDEMNITY:
(a) Sublessee shall be liable for any injury to or death of persons and
for any loss of or damage to property caused by the negligent or willful acts or
omissions of its agents, employees, or invitees, or caused by Sublessee's
failure to perform the maintenance, repairs, and replacements required to be
performed by it under the provisions of Section 10 (Maintenance and Repairs) or
any other obligations it has under this Sublease or otherwise arising from its
use or occupancy of the Subleased Premises or from any injury or damage or any
other claim arising from or relating to the presence in any Common Areas by any
of Sublessee's employees, agents, or invitees. Sublessee shall indemnify and
save Sublessor harmless against any and all liabilities, claims, demands,
actions, costs, and expenses which may be sustained by Sublessor by reason of
any of the causes for which Sublessee is liable pursuant to this subsection (a).
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(b) Sublessor shall be liable for any injury to or death of persons and
for any loss of or damage to property caused by the negligent or willful acts or
omissions of its agents, employees, or invitees, or caused by Sublessor's
failure to perform the maintenance, repairs, and replacements required to be
performed by it under the provisions of Section 10 (Maintenance and Repairs) or
any other obligation it has under this Sublease. Sublessor shall indemnify and
save Sublessee harmless against any and all liabilities, claims, demands,
actions, costs, and expenses which may be sustained by Sublessee by reason of
any of the causes for which Sublessor is liable pursuant to this subsection (b).
(c) The obligations of this Section 16 shall survive termination of this
Sublease for any reason whatsoever with regard to events occurring during the
term of this Sublease (or any extension thereof) arising from acts or omissions
during the term of this Sublease (or any extension thereof).
17. DEFAULT:
(a) If Sublessee shall fail to pay any rent or Additional Rent to
Sublessor within ten (10) days after the same is due and payable under the terms
of this Sublease and following the passage of ten (10) days notice of such
failure by Sublessor, or if the Sublessee shall fail to perform any other duty
or obligation imposed upon it by this Sublease and such default shall continue
for a period of thirty (30) days after written notice thereof has been given to
Sublessee by Sublessor (except where Sublessee has diligently begun to correct
such other duties or obligations within such period and continues to cure such
default on a diligent basis), or if the Sublessee shall be adjudged bankrupt, or
shall make a general assignment for the benefit of its creditors, or if a
receiver of any property of Sublessee in or upon the Subleased premises be
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appointed in any actions, suit, or proceeding by or against Sublessee, or if the
interest of Sublessee in the Subleased Premises shall be sold under execution or
other legal process, then and in any such event Sublessor shall have the right
to enter upon the Subleased Premises and again have, repossess, and enjoy the
same as if this Sublease had not been made, and thereupon this Sublease shall
terminate without prejudice, however, to the right of Sublessor to recover from
Sublessee all rent due and unpaid up to the time of such re-entry. In the event
of any such default and re-entry, Sublessor shall have the right to relet the
Subleased Premises for the remainder of the then existing term whether such term
be the initial term of this Sublease or any renewed or extended term, and to
recover from Sublessee the difference between the rent reserved by this Sublease
and the amount obtained through such reletting less the costs and expenses
reasonably incurred by Sublessor in such reletting. Sublessor hereby expressly
reserves all other rights and remedies available to it, whether at law or
equity.
(b) If any rent (including Additional Rent) shall not be paid within ten
(10) days after due, in addition to, and without waiving or releasing any other
rights and remedies of Sublessor, a late charge of one and one-half percent
(1.5%) per month on the amount of such rent shall become immediately due and
payable to Sublessor, as liquidated damages for Sublessee's failure to make
prompt payment, and the same shall be considered as additional rent.
18. ASSIGNMENT; SUBLETTING:
Sublessee shall not have the right to assign this Sublease or to sublet the
Subleased Premises or any part thereof, without the prior written consent of
Sublessor; which consent shall not be unreasonably withheld. Notwithstanding
the foregoing, no assignment or subletting shall
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relieve Sublessee from its duty to perform fully all of the agreements,
covenants, and conditions set forth in this Sublease.
19. HAZARDOUS MATERIALS:
(a) "Hazardous Materials" shall mean any material or substance (i) which
is defined as a "hazardous substance", "hazardous waste", oil, petroleum, or oil
or petroleum products or byproducts, asbestos, Polychlorinated Byphenyls
("PCBs"), or "extremely hazardous substance", "hazardous chemical", "toxic
substance", "pollutant", "contaminant" or the like under any federal, state, or
local environmental, or occupational health and safety statute, law, regulation,
rule or ordinance ("Environmental Laws", as specifically defined below), (ii)
which contains Polychlorinated Byphenyls (PCBs), (iii) which contains asbestos,
(iv) which is radioactive or (v) the presence of which requires investigation or
remediation under any Environmental Law, as well as any toxic or otherwise
hazardous substance, material or waste which is or becomes regulated as such by
any Environmental Law.
(b) Sublessee shall not introduce, permit the introduction, storage or
use of Hazardous Materials onto the Subleased Premises, or cause or permit the
discharge, emission or release of Hazardous Materials other than in the normal
course of its business and only then in accordance with all applicable
Environmental Laws, including without limitation any consents, orders, licenses,
permits or approvals of any governmental authority.
(c) Sublessee shall conduct all of its operations at the Subleased
Premises in compliance with all applicable federal, state, and local statutes,
including but not limited to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended,
(CERCLA); the Resource Conservation and Recovery Act, 42 U.S.C.
-24-
Section 6901 et seq., as amended (RCRA); the Clean Air Act, 42 U.S.C. 7401 et
seq., as amended; the Clean Water Act, 33 U.S.C. 1251 et seq., as amended, the
Occupational Health and Safety Act, 29 U.S.C. Section 651 et seq., as amended,
and all applicable federal, state and local statutes related to health and
safety and the environment now or hereafter enacted and any additions and
amendments thereto and regulations enacted thereunder, ordinances, orders and
requirements of common law, regarding, but not limited to (i) discharges to the
air, soil, surface or ground water; and (ii) handling, utilizing, storage,
treatment, or disposal of any Hazardous Materials as defined therein
("Environmental Laws").
(d) If Sublessor suspects that there has been a release of Hazardous
Materials in violation of applicable Environmental Laws, or a governmental
authority requires testing to ascertain whether there has been a release of
Hazardous Materials by Sublessee, its agents, servants, employees or invitees,
from, on, in or around the Subleased Premises, and if the costs of such testing
are payable by, charged to or assessed against Sublessor, such costs shall be
reimbursed by Sublessee to Sublessor as additional rent. Sublessee shall execute
affidavits or representations, at Sublessor's request, stating that, to the best
of Sublessee's knowledge and belief after due inquiry, since the time that
Sublessee took possession of the Subleased Premises, there have been no and
there presently are no Hazardous Materials present in the Subleased Premises in
violation by Sublessee, its agents, employees, contractors, subcontractors,
invitees, officers, directors, successors and assigns of this Sublease.
(e) Sublessee hereby agrees to indemnify Sublessor and to hold Sublessor
harmless from and against any and all expense, loss, cost, damages, fines,
penalties, or liability, but excluding consequential damages, suffered (i) by
reason of Sublessee's breach of any of the provisions of this Sublease, (ii) or
arising or resulting from the introduction, handling, use,
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treatment, storage, disposal, dumping, spilling, leaking, emitting, release or
discharge of Hazardous Materials onto, on, in, around or from the Subleased
Premises by Sublessee or its suppliers, contractors, subcontractors, invitees or
any of its or their respective officers, agents, or employees, and irrespective
of whether any consent or approval has been given with respect thereto.
(f) The provisions of Section 16.(e) shall survive the termination of this
Sublease.
(g) Sublessor shall conduct all of its operations at the Premises in
compliance with all applicable Environmental Laws.
20. QUIET ENJOYMENT:
Sublessor covenants and warrants that it has lawful title and right to make
this Sublease, and that, if Sublessee shall pay the rent and perform all of the
agreements, covenants, and conditions required by this Sublease to be performed
by it, Sublessee may freely, peaceably and quietly occupy and enjoy the
Subleased Premises free from any molestation from Sublessor or anyone acting by,
through or under Sublessor.
21. RENEWAL OR EXTENSION:
(a) Sublessee shall have the option to renew and extend the term of the
Sublease for two (2) periods of five (5) years each. The first renewal shall
begin upon the expiration of the initial term and the second renewal term shall
begin upon the expiration of the first renewal term. Sublessee, at least one
hundred eighty (180) days prior to the expiration of the initial term and the
first renewal term, respectively, shall give Sublessor written notice of its
intention to exercise such option.
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(b) Upon receipt of Sublessee's notice of its exercise of option to
extend the term of the Sublease, Sublessor shall, within twenty (20) days of
receipt of Sublessee's notice, give Sublessee written notice of the rental rate
for such renewal term. The renewal rate for such renewed and extended terms
shall not exceed ninety five (95%) percent of the then prevailing rental rate
for comparable office space in the suburban Pittsburgh, Pennsylvania area but in
no event will the rent during such option period be greater than 110% of the sum
of the base rent plus Sublessee's pro rata share of increases in real estate
taxes and operating expenses set for in Sections 6 and 7 in effect at the time
the option to renew is exercised by Sublessee. Notwithstanding the foregoing, in
no event shall the renewal rate during either renewal term be less than the base
rent being paid by Sublessee to Sublessor during the last month of the preceding
lease term. Sublessee shall have twenty (20) days from the receipt of
Sublessor's notice setting forth the renewal rental rate for the renewal term to
give Sublessor written notice that Sublessee will either (1) confirm its
exercise of the option to renew the Sublease for the renewal term at the rental
rate set forth in Sublessor's notice or (2) rescind the exercise of option to
renew the Sublease term.
22. OPTION TO EXPAND:
Sublessee shall have a one-time option exercisable between December 1, 1996
and June 1, 1997 inclusive (the "Option Period") upon written notice to
Sublessor to lease approximately 15,000 additional rentable square feet which
shall be comprised of approximately 6,200 additional rentable square feet as
highlighted in red on Exhibit B and 8,800 additional rentable square feet
located in areas of the Premises to be designated by Sublessor and accessible by
Sublessee through Common Areas. Any additional square feet which Sublessee
shall elect to
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sublease shall be subleased at the same rental rate per square foot then in
effect for the initial Subleased Premises, and shall otherwise be subject to the
same terms and conditions as are set forth herein. Once Sublessee exercises such
option within the Option Period, Sublessor and Sublessee shall attempt to agree
on the exact location of the additional subleased area which shall be more fully
set forth in an amendment to this Sublease. Sublessor shall make the additional
space available to Sublessee at any time between the date of receipt by
Sublessor of Sublessee's exercise of option and six (6) months after receipt of
Sublessee's exercise of option.
23. SURRENDER:
When this Sublease shall terminate in accordance with the terms hereof,
Sublessee shall quietly and peaceably deliver up possession to Sublessor without
notice from Sublessor other than as may be specifically required by any
provision of this Sublease. Sublessee expressly waives the benefit of all laws
now or hereafter in force requiring notice from Sublessor with respect to
termination. Sublessee shall deliver up possession of the Subleased Premises in
as good order, repair, and condition as the same are in at the beginning of the
term of this Sublease except for reasonable wear and tear.
24. BASE LEASE:
All of the agreements, covenants and conditions contained in Sections 2,
6(b), 7, 19(a), 21, 22, 23, 29, 30, 32, and 35 of the Lease, attached hereto as
Exhibit F, are hereby made a part of this agreement and such rights and
obligations as are contained in the aforesaid Sections of the Lease are hereby
imposed upon the respective parties hereto, as they pertain to the Subleased
Premises, the Sublessor being substituted for the Lessor, the Sublessee being
substituted for the Lessee and the Subleased Premises being substituted for the
Premises. Notwithstanding anything
-28-
to the contrary herein, Sublessor herein shall not be responsible for the
performance of any obligations of or any defaults by Lessor under the Lease.
Sublessor covenants and agrees to perform all of its obligations under the Lease
(except to the extent required to be performed by Sublessee hereunder). In the
event there is a default by Lessor under the Lease, Sublessor will use
reasonable efforts to protect the interests of Sublessor and Sublessee under
this Sublease and the Lease. In the event that the Lessor's consent is required
for any action contemplated by Sublessee under the terms of this Sublease,
Sublessee shall obtain such consent directly from the Lessor.
25. NOTICE:
(a) Any notice or demand required by the provisions of this Sublease to be
given to Sublessor shall be deemed to have been given adequately if sent by
Certified Mail, return receipt requested, to Sublessor at 00 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Real Estate Department.
(b) Any notice or demand required by the provisions of this Sublease to be
given to Sublessee shall be deemed to have been given adequately if sent by
Certified Mail, return receipt requested, to Sublessee at 0000 Xxxxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, Chairman (if prior to March 1,
1995) and to Sublessee's address at the Subleased Premises (if on or after March
1, 1995), with a copy to Xxxx X. Xxxxx, Esq., Xxxxxx, XxXxxxx & Xxxxxxxx, P.C.,
Xxxxx 000, Xxx XXX Xxxxx, Xxxxxxxxxx, XX 00000-0000.
(c) Either party shall have the right to change its address as above
designated by giving to the other party fifteen (15) days' notice of its
intention to make such change and of the substituted address at which any notice
or demand may be directed to it.
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26. SUBORDINATION:
Sublessee agrees that this Sublease shall be subordinate to any mortgage or
trust deed that is now on or may hereafter be placed upon the demised premises
and to any and all advances to be made thereunder, and to the interest thereon,
and all renewals, replacements and extensions thereof.
27. ENTIRE AGREEMENT:
The whole and entire agreement of the parties is set forth in this
Agreement and the parties are not bound by any agreements, understandings or
conditions otherwise than as expressly set forth and stipulated hereunder.
28. CHANGES, MODIFICATIONS OR AMENDMENTS:
This agreement may not be changed, modified, discharged or terminated
orally or in any other manner than by an agreement mutually signed by the
parties hereto or their respective successors and assigns.
29. COVENANTS TO BIND RESPECTIVE PARTIES:
This Sublease, and all of the agreements, covenants, and conditions
contained herein shall be binding upon Sublessor and Sublessee and upon their
respective heirs, executors, administrators, successors, and assigns.
30. GOVERNING LAW:
This Sublease shall be governed by the laws of the Commonwealth of
Pennsylvania.
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31. RECEPTION AREA:
With respect to the reception area which is outlined in blue on Exhibit B,
Sublessor and Sublessee agree as follows:
(a) Sublessor and Sublessee may each employ a receptionist to be located
in the reception area.
(b) With Sublessor's prior written consent, which consent shall not be
unreasonably withheld, Sublessee may install a sign of
identification in the reception area.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused these presents to
be executed by their duly authorized officers and have caused their respective
corporate seals to be hereto affixed, all as of the day and year first above
written.
ATTEST: WESTINGHOUSE ELECTRIC CORPORATION
_________________________ By: ______________________________
Assistant Secretary Vice President
ATTEST: MASTECH CORPORATION
_________________________ By: ______________________________
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