SUBLEASE AGREEMENT
Sublessor: ACADIA PROPERTIES LLC
a Utah limited liability company
Sublessee: SECURE NETWERKS, INC.
a Delaware corporation
Premises
Located at: RIVERPARK III
00000 Xxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxx 00000
TABLE OF CONTENTS
1. Basic Sublease Information............................................................................. 1
2. Sublease............................................................................................... 2
2.1 Premises...................................................................................... 2
2.2 Common Area................................................................................... 3
2.3 Sublease Subject to Master Lease.............................................................. 3
2.4 Signage....................................................................................... 3
3. Condition of Premises.................................................................................. 3
4. Term................................................................................................... 3
4.1 Term.......................................................................................... 3
4.2 Surrender..................................................................................... 3
4.3 Holding Over.................................................................................. 3
5. Rent................................................................................................... 4
5.1 Definition.................................................................................... 4
5.2 Monthly Base Rent............................................................................. 4
5.3 Payment....................................................................................... 4
5.4 Late Charge and Interest...................................................................... 4
6. Taxes, Utilities and Services.......................................................................... 5
6.1 Personal Property Taxes....................................................................... 5
6.2 Sublessor to Provide Utilities and Services................................................... 5
6.3 Special or Excess Usage....................................................................... 5
7. Security Deposit....................................................................................... 5
8. Use; Compliance with Laws; Permits..................................................................... 5
8.1 Use........................................................................................... 5
8.2 Compliance with Law; Prohibited Activities.................................................... 5
9. Assignment and Subletting.............................................................................. 6
10. Alterations............................................................................................ 6
11. Repairs and Maintenance................................................................................ 6
11.1 Sublessee's Repairs........................................................................... 6
11.2 Sublessor's Repairs........................................................................... 6
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12. Insurance Policies..................................................................................... 6
13. Damage and Destruction................................................................................. 7
13.1 Termination of Master Lease................................................................... 7
13.2 Sublessor's Right to Terminate................................................................ 7
14. Eminent Domain......................................................................................... 7
14.1 Termination of Master Lease................................................................... 7
14.2 Sublessor's Right to Terminate................................................................ 8
14.3 Award......................................................................................... 8
15. Default................................................................................................ 8
15.1 Events of Default............................................................................. 8
15.2 Sublessor's Remedies.......................................................................... 8
16. Indemnification........................................................................................ 9
17. General Provisions..................................................................................... 10
17.1 Notices....................................................................................... 10
17.2 Entry by Sublessor............................................................................ 10
17.3 Liens......................................................................................... 10
17.4 Time.......................................................................................... 10
17.5 Entire Agreement.............................................................................. 10
17.6 Governing Law................................................................................. 10
17.7 Definition of Sublessor....................................................................... 10
17.8 Authority..................................................................................... 11
17.9 Joint and Several Liability................................................................... 11
17.10 Quiet Use and Enjoyment....................................................................... 11
17.11 Master Lessor's Consent....................................................................... 11
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Exhibits: Exhibit A - Floor Plan of Premises
Exhibit B - Asbestos Disclosure
SUBLEASE AGREEMENT
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THIS SUBLEASE AGREEMENT (the "Sublease") is entered as of this ___ day of
May, 2006, by and between ACADIA PROPERTIES LLC, a Utah limited liability
company ("Sublessor") and a subsidiary of Xxxxxxx X. Xxxxx, P.C. ("Tenant") and
SECURE NETWERKS, INC., a Delaware corporation ("Sublessee").
RECITALS
A. Tenant is presently the lessee of the premises (the "Premises")
designated as Suite 125, consisting of approximately 5,759 rentable square feet,
on the first floor of that certain office building (the "Building") commonly
known as RiverPark III, 10757 South River Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx
Xxxxxx, Xxxx, pursuant to that certain Lease dated December 6, 2005 (the "Master
Lease"), by and between RIVERPARK THREE, LLC, a Utah limited liability company,
as landlord ("Master Lessor") and Sublessor, as tenant.
B. Sublessor, a subsidiary of the tenant, has a designed purpose to
establish and administer sublease agreement for the premises on behalf of the
tenant.
C. Sublessor desires to sublease a portion of the authorized Premises
(the "Subleased Premises") to Sublessee and Sublessee desires to sublease the
Subleased Premises from Sublessor pursuant to the terms, covenants and
conditions set forth below.
D. Except as expressly set forth below, all capitalized terms used below
without definition shall be as defined in the Basic Sublease Information
section.
AGREEMENT
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. BASIC SUBLEASE INFORMATION. The information set forth in this Section
(the "Basic Sublease Information") is intended to supplement or summarize the
provisions set forth in the full text of this Sublease. Each reference in this
Sublease to any of the terms set forth below shall mean the respective
information set forth next to such term as amplified, construed, or supplemented
by any particular section of the Sublease pertaining to such information. In the
event of a conflict between the provisions of this Section and the full text of
the Sublease, the full text of the Sublease shall control.
Sublessor: ACADIA PROPERTIES LLC
a Utah limited liability company
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Sublessor's Riverpark III
Address: 00000 Xxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxx 00000
Attn: Xxxxxxx X. Xxxxx
Sublessee: Secure Networks, Inc., a Utah corporation
Sublessee's
Tax ID No.: 00-0000000
Sublessee's
Address: 10757 Xxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxxxx Utah
Permitted
Use: General office
Monthly
Base Rent: $1,200.00 plus an allocation for telecommunications
usage and a basic office supplies usage fee are
included in said Monthly Base Rent. Sublessor
reserves the right to increase the office supply
usage fee is sublessee exceeds customary and
reasonable use.
Commencement
Date: March 1, 2006
Expiration
Date: March 31, 2011
2. SUBLEASE.
2.1 PREMISES. Upon the Commencement Date, Sublessor hereby subleases to
Sublessee, and Sublessee hereby subleases from Sublessor, the Subleased Premises
subject to all of the terms, covenants and conditions in this Sublease.
2.2 COMMON AREA. Sublessee shall have, as appurtenant to the Premises and
subject to such reasonable rules and regulations from time to time made by
Sublessor of which Sublessee is given notice, the non-exclusive right to use the
following common areas (the "Common Areas"): (i) the means of ingress and egress
provided to the Building; (ii) the common stairways and accessways, lobbies,
entrances, stairs, elevators and any passageways of the Building serving the
Premises; and (iii) the common rest room facilities located in the Building
provided for the common use of the subtenants of Sublessor in the Building.
Sublessee shall have the non-exclusive right in common with other subtenants to
use one (1)
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parking space in the parking area serving the Building, but Sublessee
acknowledges that, upon ten (10) days written notice, Sublessor shall have the
right to terminate this right to use the parking space.
2.3 SUBLEASE SUBJECT TO MASTER LEASE. The rights of Sublessee under this
Sublease are subject to the Master Lessor's and Sublessor's rights under the
Master Lease, and are to be construed consistently with the provisions of Master
Lease, Exhibit A.
2.4 Signage. Sublessee agrees that no signs, advertisements, or notices
whatsoever shall be inscribed, painted, or affixed on or to any part of the
Premises or the Building, without the written consent of Sublessor, which
consent may be withheld in Sublessor's sole discretion.
3. CONDITION OF PREMISES. Sublessee acknowledges that Sublessor would not
sublease the Premises except on an "AS-IS" basis, and agrees that Sublessee
accepts the Premises in its "AS-IS" condition with all faults and that Sublessor
has no duty or obligation to perform any work on the Premises. In entering into
this Sublease, Sublessee is relying solely on Sublessee's own investigation of
the condition of the Premises.
4. TERM.
4.1 TERM. The term (the "Term") of this Sublease shall commence on March 1,
2006 (the "Commencement Date") upon which Sublessor shall tender possession of
the Premises to Sublessee and the Term shall expire on March 31, 2011 (the
"Expiration Date"). All obligations of Sublessee hereunder shall commence on the
Commencement Date.
4.2 SURRENDER. Upon the expiration or earlier termination of the Term of
this Sublease, Sublessee shall surrender the Premises, together with any
personal property therein belonging to Sublessor, and any Alterations (as
defined in Section 10 hereof) made thereto, broom clean and free of debris, and
in good working order, repair and condition, except for reasonable wear and
tear.
4.3 HOLDING OVER. If Sublessee remains in possession of the Premises after
the expiration or earlier termination of this Sublease without the permission of
Sublessor, Sublessee shall be deemed a tenant-at-sufferance, in which event
Sublessor shall indemnify and hold Sublessor and Master Lessor, and each of
them, harmless from and against all claims, liability, damages, costs or
expenses, including reasonable attorneys fees and costs incurred by Sublessor or
Master Lessor, or both, and arising directly or indirectly from Sublessee's
failure to timely surrender the Premises, including: (i) any rent payable by or
any loss, cost, or damages, including lost profits, applicable to any holdover
period, claimed by any prospective tenant or subtenant of the Premises; (ii)
damages as a result of such prospective tenant or subtenant rescinding or
refusing to enter into the prospective lease or sublease of the Premises by
reason of such failure to surrender the Premises; and (iii) the reasonable
rental value of the
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Premises which Sublessee acknowledges shall be no less than 150% of the monthly
base rent then in effect immediately before the expiration or earlier
termination of the Term.
5. RENT.
5.1 DEFINITION. As used in this Sublease, the term "Rent" shall include:
(i) the Monthly Base Rent; and (ii) all other amounts which Sublessee is
obligated to pay under the terms of this Sublease.
5.2 MONTHLY BASE RENt. The Monthly Base Rent for each of the first twelve
(12) months of the Term shall be the sum of $1,200.00 plus a $100 allocation for
telecommunications usage and an office supplies usage fee. The Monthly Base Rent
for each of the second twelve (12) months of the Term shall be the sum of
$1,236.00 plus a $100 allocation for telecommunications usage and an office
supplies usage fee. The Monthly Base Rent for each of the third twelve (12)
months of the Term shall be the sum of $1,273.08 plus a $100 allocation for
telecommunications usage and an office supplies usage fee. The Monthly Base Rent
for each of the fourth twelve (12) months of the Term shall be the sum of
$1,311.27 plus a $100 allocation telecommunications usage and an office supplies
usage fee. The Monthly Base Rate for each of the fifth twelve (12) months of the
Term shall be the sum of $1,350.61 plus a $100 allocation for telecommunications
usage and an office supplies usage fee.
5.3 PAYMENT. Beginning on the Commencement Date and continuing on the first
day of each month thereafter during the Term hereof, Sublessee shall pay to
Sublessor the Monthly Base Rent in advance. Rent for any portion of a month
shall be prorated on the basis of a thirty (30) day month. All Rent payable
hereunder shall be paid in lawful money of the United States and without prior
notice or demand, deduction or offset for any cause whatsoever.
5.4 LATE CHARGE AND INTEREST. Sublessee acknowledges that its late payment
of the Monthly Base Rent will cause Sublessor to incur certain costs and
expenses not contemplated by this Sublease, including without limitation
administrative and collection costs and processing and accounting expenses, the
exact amount of which is extremely difficult or impractical to fix. Accordingly,
if any installment of the Monthly Base Rent is not paid within five (5) days
after the due date thereof, Sublessee shall pay to Sublessor, in addition to the
installment of Monthly Base Rent then owing, a late payment charge equal to five
percent (5%) of the amount of the delinquent installment, regardless of whether
a notice of default or notice of termination has been given by Sublessor. The
parties agree that this late charge represents a reasonable estimate of the
costs and expenses incurred by Sublessor from, and is fair compensation to
Sublessor for its loss suffered by, such nonpayment by Sublessee. Nothing in
this Section shall relieve Sublessee of its obligation to pay any Rent at the
time and in the manner provided by this Sublease or constitute a waiver of any
default of Sublessee with regard to any nonpayment of Rent.
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6. TAXES, UTILITIES AND SERVICES.
6.1 PERSONAL PROPERTY TAXES. Sublessee shall pay prior to delinquency any
and all taxes and assessments against and levied upon trade fixtures,
furnishings, equipment, and personal property (including any personal property
leased by Sublessor to Sublessee hereunder) contained in the Premises.
6.2 SUBLESSOR TO PROVIDE UTILITIES AND SERVICES. Subject to the limitations
set forth in this Section, Sublessor shall provide to the Premises, at no cost
to Sublessee, the following services and utilities of such quality and in such
quantities as are usually furnished or supplied for use of the Premises as a
general office and services incidental thereto: (i) electricity, gas, water,
lighting, and heating, ventilating and air conditioning ("HVAC") (provided that
the HVAC equipment shall only be operated between the hours of 8:00 a.m. through
6:00 p.m. weekdays, exclusive of legal holidays) and (ii) janitorial services to
be provided weekdays, exclusive of legal holidays. To the extent not expressly
described above, Sublessee shall procure, at its sole cost and expense, any and
all facilities necessary to supply the Premises with all other utilities
services required for its use and occupancy of the Premises hereunder. Sublessee
shall make payment for any such utilities and services directly to the person or
entity supplying such services.
6.3 SPECIAL OR EXCESS USAGE. If Sublessee requires utilities or services in
excess of that usually furnished or supplied for use of the Premises as a
general office and services incidental thereto or the operation of the HVAC
equipment outside the hours specified in Section 6.2 above, then Sublessee shall
pay Sublessor's reasonable charge for such special services or excess utilities
as additional rent.
7. SECURITY DEPOSIT. Sublessor acknowledges receipt of the Security Deposit
as a result of Sublessee's previous tenancy. The Security Deposit shall secure
Sublessee's obligations under this Sublease to pay Rent and any other monetary
amounts, to maintain the Premises and repair damages thereto, to surrender the
Premises to Sublessor in the condition required by Section 4.2 above and to
discharge Sublessee's other obligations hereunder. In no event shall the
Security Deposit be considered an advanced payment of the last month's rent.
8. USE; COMPLIANCE WITH LAWS; PERMITS.
8.1 USE. The Premises are to be used for the rendering of general office
purposes only and for no other purpose or business.
8.2 COMPLIANCE WITH LAW; PROHIBITED ACTIVITIES. Sublessee shall observe and
comply with the requirements of all covenants, conditions and restrictions of
record regarding the Premises and all federal, state and local laws, statutes,
rule and regulations now or hereafter in effect which apply to the use or
occupancy thereof by Sublessee. Sublessee shall not (i) commit, or suffer to be
committed or exist, on the Premises any waste, or any nui-
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sance, or other act or thing which may disturb the quiet enjoyment of any other
tenant in the Building; or (ii) do or permit to be done in or about the
Premises, or bring or keep anything therein, which will in any way increase the
existing rate, or cause the cancellation, of the all risk fire insurance on the
Building. Sublessee shall not use, store, generate, transit or dispose of any
hazardous substances upon, in about, or under the Premises, except any use or
storage of any such hazardous substances customarily used in Sublessee's
business, provided that such use or storage complies with all applicable laws.
As used herein, hazardous substances means any and all hazardous,
ultra-hazardous, or toxic substances, wastes or materials regulated under any
laws or regulations applicable to the environment or the protection of human
health.
9. ASSIGNMENT AND SUBLETTING. Sublessee shall not have the right to assign
this Sublease or sublet or otherwise permit the occupancy of the Premises or any
part thereof.
10. ALTERATIONS. Sublessee shall not make or suffer to be made any
alterations, additions or improvements (collectively the "Alterations") in, on,
or to the Premises without the prior written consent of Sublessor, which consent
may be granted, conditioned or withheld in Sublessor's sole discretion. Any
Alterations in, on or to the Premises that Sublessee desires to undertake, which
require the consent of Sublessor hereunder, shall be presented to Sublessor in
written form, with proposed detailed plans. Sublessor shall approve or reject
such Alterations within twenty (20) days after receipt. If rejected, Sublessor
shall provide Sublessee with a written explanation of the reasons for such
rejection.
11. REPAIRS AND MAINTENANCE.
11.1 SUBLESSEE'S REPAIRS. Sublessee shall, at Sublessee's sole expense,
keep the Premises, including, without limitation, all doors, windows, plate
glass, floor coverings, interior walls and fixtures, in good working order and
repair.
11.2 SUBLESSOR'S REPAIRS. Sublessor shall, at Sublessor's sole expense,
maintain the Building, including without limitation, the HVAC, the roof and all
structural portions of the Building, except that Sublessee shall, at Sublessee's
sole expense, immediately repair any area damaged by Sublessee, Sublessee's
agents, employees, licensees, invitees and visitors.
12. INSURANCE POLICIES. During the Term, Sublessee shall procure and
maintain in full force and effect and at Sublessee's sole cost and expense, the
following policy or policies of insurance:
(i) All risk property, fire, and extended coverage insurance,
including without limitation, coverage of vandalism and malicious mischief,
including a sprinkler leakage endorsement, in an amount equal to one
hundred percent (100%) of the full insurance replacement value (replacement
cost new, including debris removal and demolition) of the Alterations, if
any, and personal property owned or installed by Sublessee on the Premises.
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(ii) Commercial general liability insurance, insuring Sublessee's
activities and those of Sublessee's employees, agents, servants, licensees
and invitees with respect to the Premises against loss, damage or liability
for injury or death of any person or loss or damage to property occurring
on the Premises or as a result of occupancy or use of the Premises and
contractual liability coverage for obligations assumed under this Sublease,
with a limit of not less than Five Hundred Thousand Dollars ($500,000) per
person and One Million Dollars ($1,000,000) per occurrence for injury to
any number of persons or property damage, or both, in any one occurrence.
Each policy or policies of insurance obtained by Sublessee in connection
with the Premises shall, to the extent the same can be obtained without undue
expense, include a clause or endorsement denying the insurer any rights of
subrogation against Sublessor to the extent rights have been waived by the
insured prior to the occurrence of injury or loss. Sublessee waives any rights
of recovery against Sublessor for injury or loss due to hazards covered by
insurance containing such a waiver of subrogation clause or endorsement to the
extent of the injury or loss covered thereby. Upon execution of this Sublease
(and from time to time, no later than thirty (30) days prior to the expiration
of each insurance policy) Sublessee shall furnish to Sublessor a certificate of
insurance issued by the insurance carrier of each policy of insurance carried by
Sublessee pursuant hereto, a copy of which certificate is attached hereto as
Exhibit C. Such certificates of insurance shall reflect that Sublessor and
Master Lessor are additional insureds and that such insurance policies shall not
be cancelable, subject to reduction of coverage, or any other material amendment
without a minimum of thirty (30) days prior written notice to Sublessor.
13. DAMAGE AND DESTRUCTION.
13.1 TERMINATION OF MASTER LEASE. If, as the result of any damage or
destruction, Master Lessor or Sublessor exercise any option either may have to
terminate the Master Lease as to all or any portion of the Premises, this
Sublease shall terminate to the same extent, effective as of the date of such
termination of the Master Lease.
13.2 SUBLESSOR'S RIGHT TO TERMINATE. If this Sublease is not terminated
following any damage or destruction as provided above, then Sublessor shall have
the right to terminate this Sublease upon written notice to Sublessee.
14. EMINENT DOMAIN.
14.1 TERMINATION OF MASTER LEASE. If as the result of any condemnation by
eminent domain, inverse condemnation, or sale in lieu of condemnation, for any
public or a quasi-public use or purpose ("Condemned" or "Condemnation"), Master
Lessor or Sublessor exercise any option either may have to terminate the Master
Lease as to all or any portion of the Premises, this Sublease shall terminate to
the same extent, effective as of the date of such termination of the Master
Lease.
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14.2 SUBLESSOR'S RIGHT TO TERMINATE. If this Sublease is not terminated
following any such Condemnation as set forth above, this Sublease shall remain
in full force and effect and, at Sublessor's sole election, Sublessor shall have
the right to either repair, restore or rebuild the Premises as nearly as
practicable to substantially the condition in which the Premises existed
immediately prior to such Condemnation or terminate this Sublease upon written
notice to Sublessee.
14.3 AWARD. In no event shall Sublessee be entitled to any award from the
condemning authority for the leasehold value which shall belong to Sublessor.
Sublessee shall, however, be entitled to any relocation benefits provided under
applicable law.
15. DEFAULT.
15.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following
events shall constitute an "Event of Default" on the part of Sublessee with or
without notice from Sublessor (except as required by Section 15.1(iii) below):
(i) VACATION OR ABANDONMENT. Sublessee's vacation (which is defined as
the failure to remain open for business at the Premises for a period of
thirty (30) continuous days) or abandonment of the Premises;
(ii) PAYMENT. Sublessee's failure to pay any installment of Rent on or
before five (5) days after ------- written notice from Sublessor that such
payment is due;
(iii) PERFORMANCE. Sublessee's failure to perform any of Sublessee's
covenants, agreements or obligations hereunder (other than the nonpayment
of Rent which shall be governed by Section 15.1(ii) above) on or before
thirty (30) days after written notice thereof from Sublessor;
15.2 SUBLESSOR'S REMEDIES.
(i) ABANDONMENT. If Sublessee vacates or abandons the Premises, this
Sublease shall continue in effect unless and until terminated by Sublessor
in writing, and Sublessor shall have all of the rights and remedies
provided under Utah law (i.e. Sublessor may continue this Sublease in
effect after Sublessee's breach and abandonment and recover Rent as it
becomes due, if Sublessee has the right to sublet or assign subject only to
reasonable limitations).
(ii) TERMINATION. Following the occurrence of any Event of Default,
Sublessor shall have the right, so long as the default continues, to
terminate this Sublease by written notice to Sublessee setting forth: (i)
the default; (ii) the requirements to cure it; and (iii) a demand for
possession, which shall be effective three (3) days after it is given.
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Sublessor shall not be deemed to have terminated this Sublease other than
by delivering written notice of termination to Sublessee.
(iii) POSSESSION. Following termination of the Sublease, without
prejudice to any other remedies Sublessor may have by reason of Sublessee's
default or of such termination, Sublessor may then or at any time
thereafter (i) peaceably reenter the Premises, or any part thereof, upon
voluntary surrender by Sublessee, or, expel or remove Sublessee and any
other persons occupying the Premises, using such legal proceedings as may
be available; (ii) repossess and enjoy the Premises, or relet the Premises
or any part thereof for such term or terms (which may be for a term
extending beyond the Term), at such rental or rentals and upon such other
terms and conditions as Sublessor in Sublessor's sole discretion shall
determine, with the right to make reasonable alterations and repairs to the
Premises; and (iii) remove all personal property from the Premises.
(iv) RECOVERY. Following termination of the Sublease, Sublessor shall
have all the rights and remedies of a Sublessor under Utah law.
16. INDEMNIFICATION. Sublessee shall indemnify, defend with counsel
reasonably acceptable to Sublessor, and hold Sublessor, and its officers,
directors, employees and agents, harmless from and against any and all
liabilities, penalties, losses, damages, costs and expenses, demands, causes of
action, claims or judgments, including, without limitation, attorneys' fees and
expenses (collectively referred to as the "Claims") arising, claimed or incurred
against or by Sublessor, or its officers, directors, employees or agents, from
any matter or thing arising from (i) the use or occupancy of the Premises by
Sublessee or any of its employees, agents, servants, licensees and invitees, the
conduct of Sublessee's business, or from any activity, work or other thing done,
permitted or suffered by Sublessee in or about the Premises; (ii) any accident,
injury to or death of any person or loss of or damage to property of any such
person occurring on or about the Premises or any part thereof during the term
hereof; or (iii) any breach or default in the performance of any obligation on
Sublessee's part or to be performed under the terms of this Sublease. Sublessee
shall have no obligation to indemnify, defend and hold Sublessor harmless from
and against any Claims resulting solely from Sublessor's breach of this Sublease
or from the gross negligence or willful misconduct of Sublessor. Notwithstanding
any provision hereof to the contrary, the indemnification provided in this
Section shall survive any termination of this Sublease or expiration of the Term
hereof. Sublessee shall give prompt notice to Sublessor in case of casualty or
accidents known to Sublessee on or about the Premises.
17. GENERAL PROVISIONS.
17.1 NOTICES. All notices or demands of any kind required or desired to be
given hereunder shall be in writing and mailed postage prepaid by certified or
registered mail, return receipt requested, or by personal delivery, to the
appropriate address indicated in the Basic Sublease Information, or at such
other place or places as either Sublessor or Sublessee
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may, from time to time, designate in a written notice given to the other.
Notices shall be deemed to be delivered four (4) days after the date of mailing
thereof, or upon earlier receipt.
17.2 ENTRY BY SUBLESSOR. Sublessor and its authorized representatives shall
have the right to enter the Premises at all reasonable times and upon reasonable
notice (provided that in the event of an emergency, notice need not be given)
for the purpose of inspecting the same or taking any action or doing any work
permitted hereunder (but nothing herein contained in this Lease shall create or
imply any duty on the part of Sublessor to make any such inspection or to take
any such action or do any such work).
17.3 LIENS. Sublessee covenants that it will not, during the Term hereof,
suffer or permit any lien to be attached to or upon the Premises, or any portion
thereof, by reason of any act or omission on the part of Sublessee, and hereby
agrees to save and hold harmless Sublessor from or against any such lien or
claim of lien.
17.4 TIME. Time is of the essence of this Sublease.
17.5 ENTIRE AGREEMENT. This Sublease contains all of the covenants,
conditions and agreements between the parties concerning the Premises, and shall
supersede all prior correspondence, agreements and understandings concerning the
Premises, both oral and written. No addition or modification of any term or
provision of this Sublease shall be effective unless set forth in writing and
signed by both Sublessor and Sublessee.
17.6 GOVERNING LAW. This Sublease shall be governed by and construed in
accordance with the laws of the State of Utah applicable to contracts to be
performed in such State.
17.7 DEFINITION OF SUBLESSOR. As used in this Sublease, the term
"Sublessor" means only the current owner of the leasehold interest of the lessee
under the Master Lease at the time in question. Sublessor is a subsidiary of
Xxxxxxx X. Xxxxx, P.C. ("Tenant"). Sublessor's designed purpose is to establish
and administer sublease agreements for the Premises on behalf of the tenant.Each
Sublessor is obligated to perform the obligations of the Sublessor hereunder
only during the time such Sublessor owns such leasehold interest. Any Sublessor
who transfers title to its leasehold interest in the Premises is relieved of all
liabilities of Sublessor under this Sublease to be performed on or after the
date of such transfer.
17.8 AUTHORITY. Each individual executing this Sublease on behalf of
Sublessee represents and warrants that he or she is duly authorized to execute
and deliver this Sublease on behalf of Sublessee, and that this Sublease is
binding upon Sublessee in accordance with its terms. As a condition precedent to
the legal effectiveness of this Sublease, Sublessor may, at Sublessor's option,
require corporate or partnership resolutions as are reasonably necessary to
establish the authority of Sublessee to execute this Sublease.
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17.9 Joint and Several Liability. If more than one person or entity, or
both, is the Sublessee, the obligations imposed under this Sublease shall be
joint and several.
17.10 QUIET USE AND ENJOYMENT. So long as Sublessee is not in default
hereunder, Sublessee's quiet use and enjoyment of the Premises shall not be
disturbed.
17.11 MASTER LESSOR'S CONSENT. If required under the terms of the Master
Lease, this Sublease shall be conditioned upon Master Lessor's written consent
to the terms hereof. If required, and for any reason Master Lessor does not
consent to this Sublease within thirty (30) days after execution of this
Sublease by Sublessor and Sublessee, then this Sublease shall terminate,
Sublessor shall return to Sublessee the Security Deposit and any prepaid rent,
and neither party shall have any other continuing obligation with respect to the
Premises or this Sublease.
IN WITNESS WHEREOF, the parties shall be deemed to have executed this
Sublease as of the date first set forth above.
SECURE NETWERKS, INC ACADIA PROPERTIES LLC.
a Delaware corporation a Utah limited liability company
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxx
-------------------------------------- -----------------------------------
Its: CEO Its: Manager
------------------------------------- -----------------------------------
By: By:
-------------------------------------- -----------------------------------
Its: Its:
------------------------------------- -----------------------------------
11
EXHIBIT A
FLOOR PLAN OF PREMISES
[To Be Attached]
EXHIBIT B
INSURANCE CERTIFICATE
[to be attached]
