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EXHIBIT 10.12
SUBLEASE AGREEMENT
SUBLEASE AGREEMENT
1. PARTIES: The parties to this Sublease Agreement are ARCADIS GERAGHY &
XXXXXX, INC., (FORMERLY ACUREX ENVIRONMENTAL CORPORATION), A DELAWARE
CORPORATION, hereinafter called "Sublessor", and SKYSTREAM CORPORATION
hereinafter called "Sublessee".
2. PREMISES: The premises covered in by this Sublease Agreement are
portions of the building known as 000 Xxxxx Xxxxxx, Xxxxxxxx Xxxx,
located in Santa Xxxxx County, California, comprising the following:
A. Approximately 21,531 rentable square feet on the first and
second floors of the building. The leased space is illustrated
on the attached Exhibit A and B.
B. Use of the second floor conference rooms designated on Exhibit
A. Sublessor at Sublessor's sole discretion can terminate this
privilege at any time during the Sublease by giving Sublessee
written notice.
C. Maintenance of heating, ventilating and air conditioning (HVAC)
equipment, plumbing, electrical power, roof, building exterior,
landscaping and parking lot provided by Sublessor.
3. TERM: The Sublease of the above premises by Sublessee shall commence on
January 1, 2000 and shall end on December 31, 2000.
4. RENT: Sublessee shall pay to Sublessor as rent for the Premises equal
monthly payments of $46,291.65, in advance, on the first (1st) day of
each month of the term hereof. Sublessee shall pay Sublessor upon the
execution hereof as rent for first month's rent of $46,291.65. Rent for
any period during the term hereof which is for less than one month shall
be a prorated portion of the monthly installment. Rent shall be payable
in lawful money of the United States to Sublessor at the address stated
herein or to such other persons or at such other places as Sublessor may
designate in writing.
5. UTILITIES: Utilities, including gas, electricity, water, sewer,
janitorial and garbage removal shall be provided to Sublessee by
Sublessor.
6. TAXES: Real Property taxes are the responsibility of the Sublessor.
7. INSURANCE: Sublessee at Sublessee's expense shall provide and keep in
force during the term of this Sublease Agreement a general liability
insurance policy with a recognized casualty insurance company qualified
to do business in California,
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protecting Sublessor, Master Lessor and Sublessee against any and all
liability occasioned by occurrence in amounts not less than $1,000,000.00
and satisfactory to Sublessor. Sublessee shall furnish a Certificate of
Insurance to Sublessor and Master Lessor naming Sublessor and Master Lessor
as Additional Insured. Sublessor agrees during the Sublease term to carry
fire and extended coverage insurance insuring Sublessee's interest in the
premises in such amounts and covering such perils as Sublessor shall
determine, but Sublessor shall have no obligation to insure against loss
by Sublessee to Sublessee's property of any kind in or about the premises
occurring from any cause whatsoever, and Sublessee shall have no interest
in the proceeds of any insurance carried by Sublessor. If Sublessor's
insurance rates for the premises are increased at any time during the term
of the Sublease as a result of the Sublessee's use and occupancy of the
premises, Sublessee agrees to reimburse Sublessor for the full amount of
such increase immediately upon receipt of demand from Sublessor.
8. USE: The Premises shall be used and occupied only for general office and
for no other purpose.
9. COMPLIANCE WITH LAW: A. Sublessor warrants to Sublessee that the Premises
in its existing state, but without regard to the use for which Sublessee
will use the Premises, does not violate any applicable building code
regulation or ordinance at the time that this Sublease is executed. In the
event that it is determined that this warranty has been violated, then it
shall be the obligation of the Sublessor, after written notice from
Sublessee, to promptly, at Sublessor's sole cost and expense, rectify any
such violation. In the event that Sublessee does not give to Sublessor
written notice of the violation of this warranty within one (1) year from
the commencement of the term of this Sublease, it shall be conclusively
deemed that such violation did not exist and the correction of the same
shall be the obligation of the Sublessee.
B. Except as provided in paragraph 9A, Sublessee shall, at Sublessee's
expense, comply promptly with all applicable statutes, ordinances, rules,
regulations, orders, restrictions of record, and requirements in effect
during the term or any part of the term hereof regulating the use by
Sublessee of the Premises. Sublessee shall not use or permit the use of the
Premises in any manner that will tend to create waste or a nuisance or, if
there shall be more than one tenant of the building containing Premises,
which shall tend to disturb such other tenants.
10. CONDITION OF PREMISES: Except as provided in paragraph 9A, Sublessee hereby
accepts the Premises in their condition existing as of the date of the
execution hereof, subject to all applicable zoning, municipal, county and
state laws, ordinances, and regulations governing and regulating the use of
the Premises, and accepts this Sublease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto. Sublessee
acknowledges that neither Sublessor nor Sublessor's agents have made any
representation or warranty as to the suitability of the Premises for the
conduct of Sublessee's business.
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11. COMPUTER EQUIPMENT/INSTALLATION: Any internal wiring installed other than
within Sublessee's space shall be installed by the Sublessor's contractors
or a contractor approved by the Sublessor.
12. MASTER LEASE: This sublease is subject to all the applicable terms and
conditions of the Master Lease, initially dated OCTOBER 23, 1976, with
Amendments, between Sublessor, and the Master Lessor: XXXXXXX X. XXXXXXX,
XXXXXX XXXXXXX XXXXXX, and PROPERTIES INTERNATIONAL, ALLRENT, INC., A
CALIFORNIA CORPORATION. The Master Lease is hereby incorporated into this
Sublease Agreement, and Sublessee shall assume and perform the obligations
of the Lessee under this Master Lease to the extent that said terms and
conditions are applicable to the premises subleased pursuant to this
Sublease. Sublessee shall not permit or permit to be committed on the
premises any act or omission which shall violate any term or condition of
the Master Lease. In the event of termination of Sublessor's interest as
Lessee under the Master Lease for any reason, then this Sublease shall
terminate coincidentally therewith without any liability of Sublessor to
Sublessee.
13. ASSIGNMENT: Sublessee shall not assign this Sublease or any interest
therein nor sublet the premises or any part thereof or any right or
privilege appurtenant thereto nor permit the occupancy of use of any part
thereof by any person without the prior written consent of Sublessor. Any
such assignment or subletting without proper prior written consent shall be
void and, at the option of the Sublessor, may terminate this Sublease.
14. SIGNAGE: Sublessee shall not place any signs anywhere on the exterior of
the building or on the land within the property boundaries or inside the
building in or visible from the common areas without the prior written
consent of Sublessor.
15. DEFAULT: Sublessor may terminate this lease for default for violation of
any term or condition of the Master Lease or this Sublease.
16. HAZARDOUS MATERIALS: During the term of this Sublease, Sublessee shall
comply with all federal, state, and local laws, ordinances, and
regulations relating to the use, storage, sale, transportation or disposal
to, from, or on the premises of any Hazardous Materials. Upon execution of
this Sublease and on an ongoing basis, Sublessee shall provide Sublessor
with a list, no less frequently than quarterly, of Hazardous Materials that
Sublessee uses or maintains on the premises. Sublessee shall not be
responsible for any adverse environmental conditions relating to Hazardous
Materials that are not caused by Sublessee, its agents, employees,
contractors, or invitees.
Sublessee shall indemnify, defend (by counsel reasonably acceptable to
Master Lessor and Sublessor), protect and hold Master Lessor and Sublessor
and each of their employees, agents, successors, and assigns, free and
harmless from and against all claims, liabilities, penalties, forfeitures,
losses, or expenses (including attorneys'
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fees (arising from or caused by (a) the discharge by Sublessee in or from
the premises of any Hazardous Materials, or Sublessee's use, storage,
transportation, discharge, or generation of Hazardous Materials to, in, on,
under, about or from the premises, or (b) Sublessee's failure to comply
with any Hazardous Materials Law. In the event that Sublessee becomes
liable under this section the Sublessee's obligations hereunder shall
include, without limitation, all costs of any required repair, clean-up,
or decontamination of the premises, and the preparation and implementation
of any closure, remedial action, or other required procedures in
connection therewith. The foregoing indemnity shall survive the expiration
or the earlier termination of this Sublease.
"Hazardous Materials" shall mean any hazardous or toxic substances,
material, or wastes including, but not limited to, those substances,
materials, and wastes regulated now or in the future by any federal,
state, or local regulatory body.
17. NOTICE TO VACATE: Prior to the expiration of the Sublease, Sublessee must
give Sublessor not less than six (6) months notice in writing of its
intent to vacate the premises. If Sublessee does not give Sublessor notice
on or before July 1, 2000 of its intent to vacate, the sublease will not
terminate on December 31, 2000 but on the sixth (6) month anniversary of
the actual notice given. By example, if Sublessee gives written notice on
September 1, 2000, the Sublease will not expire until February 28, 2001.
Sublessee will be obligated to pay all rents and other charges due up to
and including the actual date of vacation of the premises.
18. KEYS: Sublessee shall be provided with two (2) keys to the front door of
the 555 Xxxxx building. Sublessee has the option to have locks installed
on the office door, but must bear the burden of this cost. All locksmith
work must be performed and coordinated through Sublessor's vendor.
Additional keys may be purchased for a fee of $5.00 each.
19. ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between
the parties and may be modified only by a written amendment signed by both
parties.
20. ATTORNEY'S FEES: If any party or the Broker named herein brings an action
to enforce the terms hereof or to declare rights hereunder, the prevailing
party in any such action, on trial and appeal, shall be entitled to his
reasonable attorney's fees to be paid by the losing party as fixed by the
Court the provision of this paragraph shall inure to the benefit of the
Broker named herein who seeks to enforce a right hereunder.
THE SUBLEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS
APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE REAL ESTATE BROKER
OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX
CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION RELATING THERETO.
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Sublessor: Sublessee:
ARCADIS Xxxxxxxx & Xxxxxx, Inc. Skystream Corporation
/s/ [SIGNATURE ILLEGIBLE] /s/ XXXXX XXXXXXX
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ARCADIS Xxxxxxxx & Xxxxxx, Inc. VP Finance
000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Date: 12/31/99 Date: 12/29/99
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CONSENT TO SUBLEASE: Without releasing Lessee in the Master Lease from the
obligations hereunder, the undersigned hereby consents to the foregoing
Sublease Agreement between ARCADIS Xxxxxxxx & Xxxxxx, Inc., Lessee under the
Master Lease, and SkyStream Corporation, Sublessee, provided that this consent
shall no be construed as a consent to any further subletting.
Dated:
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Xxxxxxx X. Xxxxxxx, Xxxxxx
Xxxxxxx Xxxxxx and Properties
International, Allrent, Inc.,
Lessor under the Master Lease
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BUILDING 6 -- 000 XXXXX XXXXXX
XXXXXXXXXX
EXHIBIT A
NOT TO SCALE
[FLOOR DIAGRAM OMITTED]
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BUILDING 6 -- 000 XXXXX XXXXXX
XXXXXXXX
EXHIBIT B
NOT TO SCALE
[FLOOR DIAGRAM OMITTED]
