EXHIBIT 10.6
SUBLEASE AGREEMENT
This Sublease Agreement (the "Sublease") is executed this 21st day of May 1999,
and between, Axent Technologies, Inc., a Delaware corporation ("Sublessor") and
Integrated Healthcare Systems, Inc., a Delaware ("Sublessee").
WITNESSETH:
WHEREAS, Reston Plaza Office, L.L.C. as Landlord ("Landlord") and Sublessor as
Tenant executed a Lease Agreement dated ___________, 1998 (the "Lease"), a copy
which is attached hereto at Exhibit "A", with respect to certain Premises
described therein (the "Premises") a copy which is attached hereto as Exhibit
"B"; and
WHEREAS, Reston Plaza I & II, L.L.C. ("Landlord") is the successor in interest
to Reston Plaza Office, L.L.C. and
WHEREAS, Sublessor desires to sublease the Premises described as 3,682 rental
square feet located on the second floor at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxx,
Xxxxxxxx (the "Subleased Premises") under and subject to the terms of the Lease
and Sublessee desires to lease the Subleased Premises from Sublessor.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto covenant and agree as
follows:
1. Lease. Sublessee hereby expressly assumes and agrees to perform all
obligations and covenants of Sublessor under the Lease with respect to the
Subleased Premises. This Sublease and Sublessee's rights under this Sublease
shall at all times be subject and subordinate to the Lease. If any conflict
between the Lease and the Sublease occurs, the provisions of the Lease shall
control, except as other specifically provided herein.
2. Term. The term of this Sublease shall commence (the "Commencement Date") on
the earlier of (i) the date of occupancy by Sublessee or (ii) June 1, 1999, and,
unless sooner terminated pursuant to the provisions hereof, shall terminate on
the earlier of May 31, 2001, or two (2) years from the Commencement Date or the
prior termination of the term of the Lease; provided, that if Sublessor shall
not deliver the Premises to Sublessee in the condition required hereunder on or
prior to June 1, 1999, the Commencement Date shall not occur until the date of
such delivery. As used herein, the phrase "Lease Year" shall mean the twelve
calendar month period commencing on the Commencement Date (or, if the
Commencement Date is not the first day of a calendar month, then commencing on
the first day of the calendar month during which the Commencement Date occurs)
and each anniversary hereof, except that the last Lease Year may not be twelve
calendar months and shall terminate on the last day of the term of this
Sublease. Notwithstanding anything to the contrary contained herein, if
Sublessor has not obtained the required
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consent of Landlord or has not delivered the Premises in the condition required
hereunder on or before June 1, 1999, Sublessee shall have the right thereafter
to cancel this Sublease, and, upon such cancellation, Sublessor shall return all
sums theretofore deposited by Sublessee with Sublessor, and neither party shall
have any further liability to the other.
3. Rent.
(a) Sublessee shall pay to Sublessor gross annual rental
("Gross Rent") on a Full Service Basis for the Premises calculated as follows:
$29.00 per rentable square foot on a gross basis, for an annual total of
$106,778 ("Annual Gross Rent"), , together with additional rent as set forth
below with a three percent (3%) per annum increase on the anniversary date
commencing June 1, 2000.
Annual Gross Rent shall be due and payable in twelve equal
installments of $8,898.17 each. Each such installment shall be due and payable
in advance on the fifth day prior to the first day of each calendar month of the
term hereof. If the term of this Sublease commences on a day other than the
first day of a month or ends on a day other than the last day of a month, Gross
Rent for such month shall be prorated; prorated Gross Rent for any such partial
first month of the term hereof shall be paid on the date on which the term
commences.
(b) Sublessee shall also pay to Sublessor such other amounts
payable by Sublessor under the Lease which are attributable to the Premises or
attributable to Sublessee, its agents, employees, customers or invitees.
Sublessee shall pay to Sublessor by way of additional rent during the Term the
following:
i. The pro rata portion allocable to the Premises of the
excess of "Operating Expenses" and the Real Estate Taxes allocable to the
Premises over the "Base Year" which shall be the first twelve months extending
from January 1, 1999 to December 31, 1999. The term "Operating Expenses" and
"Real Estate Taxes" shall have the same definition as in the Lease.
Notwithstanding any provision of this Sublease or the Lease to the contrary,
Sublessee shall not be liable to Sublessor or Landlord for any Operating
Expenses or Real Estate Taxes other than increases over the Base Year, as
defined above.
ii. Its pro rata share of any other additional rent which
shall become due during the Term. By way of example and not by way of
limitation, charges by Landlord for furnishing air conditioning or heating to
the Premises at times in addition to those certain times specified in the Lease,
costs incurred by Landlord in repairing damage to the Building caused by an
employee of Sublessee, and increased insurance premiums due as a result of
Sublessee's use of the Premises would be amounts payable by Sublessee pursuant
to this Subsection 3(b).
(c) Each amount due to Sublessor pursuant to Subsection 3(b)
above
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and each other amount payable by Sublessee hereunder, shall be due and payable
on the fifth day following the date on which Landlord or Sublessor has given
notice to Sublessee of the amount thereof, but in no event later than the date
on which any such amount is due and payable under the Lease.
(d) All amounts other than Gross Rent payable to Sublessor
under this Sublease shall be deemed to be additional rent due under this
Sublease. All past due installments of Gross Rent and additional rent shall bear
interest from the date due until paid at the rate per annum equal to the rate
set forth in the Lease.
(e) Sublessee shall pay Landlord on the due dates for services
requested by Sublessee which are billed by Landlord directly to Sublessee rather
than Sublessor.
(f) Sublessor unconditionally assigns to Landlord any and all
payments due from Sublessee to Sublessor under the Sublease (the "Rents").
Sublessor acknowledges that this assignment is present, absolute and
unconditional and Landlord shall therefore have the right to collect the Rents
and to apply them in payment of any sums payable by Sublessor under the Lease.
However, Sublessor shall have a license to collect the Rents until the
occurrence of a default by Sublessor under the Lease. If a default occurs,
Sublessor's right to collect the Rents shall be suspended until the default is
cured. During such period, Landlord shall have the right to collect the Rents
and apply them toward Sublessor's obligations under the Lease. Landlord's
acceptance of any payment form Sublessee as a result of any default does not
release Sublessor form liability under the terms, covenants, conditions,
provisions or agreements under the Lease.
(g) Sublessee shall pay Rents to Sublessor at 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such place as Sublessor may designate
from time to time in writing unless and until it is notified by Landlord that it
shall begin paying rents directly to Landlord, in which event Sublessee shall
pay the Rents to Landlord at x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.X., 000 Xxxxx
Xxxxxx, Xxx Xxxxxx, XX 00000-0000, Attn: Commercial Real Estate Equities.
4. Termination.
(a) If at any time prior to the expiration of the term of the Sublease,
the Lease shall terminate or be terminated for any reason (or Sublessor's right
to possession shall terminate without termination of the Lease), the Sublease
shall simultaneously terminate. However, Sublessee agrees, at the election and
upon written demand of Landlord prior to the termination of the Lease, and not
otherwise, to attorney to Landlord for the remainder of the term of the
Sublease, such attornment to be upon all of the terms and conditions of the
Lease. The foregoing provisions shall apply notwithstanding that, as a matter of
law, the Sublease may otherwise terminate upon the termination of the Lease and
shall be self-operative upon such written demand of Landlord, and no further
instrument shall be required to give effect to said provisions. Upon demand of
Landlord, however, Sublessee
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agrees to execute, from time to time, documents in confirmation of the foregoing
provisions satisfactory to Landlord in which Sublessee shall acknowledge such
attornment and shall set forth the terms and conditions of its tenancy. Nothing
contained in this paragraph shall be construed to impair or modify any right
otherwise exercisable by Landlord, whether under the Lease, any other agreement
or by law.
(b) Landlord shall not (i) be liable to Sublessee for any act, omission
or breach of the Sublease by Sublessor, (ii) be subject to any offsets or
defenses which Sublessee might have against Sublessor, (iii) be bound by any
rent or additional rent which Sublessee might have paid in advance to Sublessor,
or (iv) be bound to honor any rights of Sublessee in any security deposit made
with Sublessor, except to the extent Sublessor has turned over such security
deposit to Landlord. Sublessor hereby agrees that in the event of Lease
Termination, Sublessor shall immediately pay or transfer to Landlord any
security deposit, rent or other sums then held by Sublessor.
5. Additional Services. Should Landlord furnish additional services to
Sublessee in addition to those provided under the Lease, Sublessor consents to
Landlord billing Sublessee directly, with copies to Sublessor. Should Sublessee
fail to pay said amounts as additional rent under the Lease, Sublessor agrees to
pay such amounts to Landlord upon written demand. A failure by Sublessor to pay
upon demand within time periods provided in the Lease shall constitute a payment
default under the Lease.
6. Use. Sublessee shall use the Subleased Premises for general office use
and no other purpose without the prior written consent of Sublessor and
Landlord.
7. Notice.
(a) Notices given hereunder shall be given as required under the Lease
to the parties at the following addresses:
If to Sublessor: AXENT Technologies, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
Copy to: Xxxxx X. Xxxxxx, Esquire
Xxxxxxxxx, Xxxxxx & Preston L.L.P.
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
If to Sublessee: Integrated Healthcare Systems
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 000X
Xxxxxx, XX 00000
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Copy to: Xxxx Xxxxx
00000 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
(b) In the event any notice from the Landlord or otherwise relating to
the Lease is delivered to the Premises or is otherwise received by Sublessee,
Sublessee shall, as soon thereafter as possible, but in any event within
twenty-four (24) hours, deliver such notice to Sublessor if such notice is
written or advise Sublessor thereof by telephone if such notice is oral.
(c) Notices and demands required or permitted to be given by either
Sublessee or Sublessor to the other with respect hereto or to the Premises shall
be in writing and shall not be effective for any purpose unless the same shall
be served either by personal delivery with a receipt requested, by overnight air
courier service or by United States certified or registered mail, return receipt
requested, postage prepaid; provided however, that all notices of default shall
be served either by personal delivery with a receipt requested or by overnight
air courier service. Notices and demands shall be deemed to have been given two
(2) days after mailing, if mailed, or, if made by personal delivery or by
overnight air courier service, then upon such delivery. Either party may change
its address for receipt of notices by given notice to the other party.
8. Indemnification. Sublessor and Sublessee agree to indemnify and hold
Landlord harmless from and against any loss, cost, expense, damage or liability,
including reasonable attorneys' fees, incurred as a result of a claim by any
person or entity (i) that it is entitled to a commission, finder's fee or the
like payment in connection with the Sublease or (ii) relating to or arising out
of the Sublease or any related agreements or dealings.
9. Miscellaneous.
(a) This Sublease may not be amended without the prior written consent
of Landlord and Sublessor. Sublessee shall have no right to assign the Sublease
or further sublet the Subleased Premises without the prior written consent of
Sublessor and Landlord.
(b) If any provisions of this Sublease shall be invalid or
unenforceable, such provision shall be severable and such invalidity or
unenforceablility shall not impair the validity of any other provision of this
Sublease
(c) This Sublease may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
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(d) This Sublease shall be binding upon and inure to the benefit of the
parties' respective successors and assigns, subject to all agreements and
restrictions contained in the Lease and this Sublease with respect to sublease,
assignment or other transfer. The agreements contained herein and the Lease
constitute the entire understanding between the parties with respect to the
subject matter hereof and supersede all prior agreements except for the Lease,
written or oral, inconsistent herewith.
10. Additional Provisions. Addendum A attached hereto and made a part
hereof contains additional provisions regarding the sublease of the Subleased
Premises.
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IN WITNESS WHEREOF, the parties hereto have executed this Sublease Agreement the
day and year first above written.
SUBLESSOR: AXENT Technologies, Inc.
ATTEST: By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
/s/ Xxxxxxx X'Xxxxxxxx Its: VP & CFO
----------------------------- ---------------------------------------
SUBLESSEE: Integrated Healthcare Systems
ATTEST: By: /s/ Xxxx Xxxxx'
---------------------------------------
----------------------------- Its: President
---------------------------------------
COMMONWEALTH OF VIRGINIA
ss.
COUNTY OF FAIRFAX
May 21, 1999
-------
Then personally appeared before me the above-named Xxxx Xxxxx',
(Vice) President of Integrated Healthcare Systems, and made oath that the
foregoing instrument is the free act and deed of said corporation.
/s/ ALL XXXXXX XXXXXX
--------------------------------------------
NOTARY PUBLIC
My Commission expires: July 31, 2000
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STATE OF MARYLAND
ss:
COUNTY OF
XXXXXXXXXX 1999
The personally appeared before me the above-named Xxxxxx X. Xxxxxxx
(Vice) President of AXENT Technologies, Inc. and made oath that the foregoing
instrument is the free act and deed of said Corporation and said (Vice)
President.
/s/
--------------------------------------------
NOTARY PUBLIC
My Commission expires:
Xxxx Xxxxxx, Notary Public
Xxxxxxxxxx County
State of Maryland
My Commission Expires Jan. 15, 20001
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EXHIBIT "A"
PRIME LEASE
Sublessee acknowledges that the Sublessor has provided them with a copy of the
Prime Lease by and between Reston Plaza Office, L. L. C. (Landlord) and Axent
Technologies, Inc. (Tenant) dated "________________, 1998".
Acknowledged
Integrated Healthcare Systems, Inc. (Sublessee)
By: /s/Xxxx Xxxxx
--------------------------------
Title: President
--------------------------------
Date: 5/21/99
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EXHIBIT "B"
PREMISES
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