EXHIBIT 10.9
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT dated as of the lst day of January, 1994
("Sublease"), by and between MTC Information Systems, a California corporation,
0000 Xxxxxxxxxx Xxxx., Xxx. 000, Xxxxxxxx, XX 00000 ("Sublessor) and MTC
Telemanagement Corporation, a California corporation, 0000 Xxxxxxxxxx Xxxx.,
Xxx. 000, Xxxxxxxx, XX 00000 ("Sublessee").
WHEREAS, Sublessor has previously entered into that certain Lease Agreement
dated December 20, 1993 (the "Lease"), whereby Sublessor has leased certain real
property from its landlord, for a period and upon the terms and conditions set
forth in such Agreement;
WHEREAS, Sublessor desires to sublease and permit use of certain of such
property to Sublessee, upon the terms and conditions as set forth in such
Agreement and as stipulated herein;
WHEREAS, the Sublessee agrees to adhere to and attorn to the Lease, as
supplemented by such terms and conditions as provided hereunder,
NOW, THEREFORE, the parties for such valuable consideration as is
acknowledged individually by each of the parties, agree as follows:
1. Sublessee shall sublease 41,752 square feet of 0000 Xxxxxxxxxx
Xxxxxxxxx, to be designated by the parties, but to include in such square
footage the amounts on the first floor as specified by Sublessee. The sublease
shall not exceed the period set forth in the Lease, and in all cases, the
sublease shall terminate no later than one month prior to the end of the term of
the Lease Agreement. Monthly rent for the sublease payable in advance shall be
$42,182 for the first year, $55,876 for the second year, $58,950 for the third
year, $61,670 for the fourth year, $63,284 for the fifth year, $65,590 for the
sixth year, $68,046 for the seventh year and $70,549 for the first six months of
the eighth year. Late charges for rentals not paid by the eleventh of each
month shall be $100.00 per diem until payment is received, which charges shall
be in addition to any other sums due Sublessor under this Sublease. In
addition, Sublessee shall pay to Sublessor its allocable share on a square
footage basis of any Full Service Expenses and any annual increases to such
expenses or over Base Year Expenses, to the extent such Expenses are chargeable
to Sublessor under the Lease.
2. To the extent Sublessor exercises its option to renew the Lease,
Sublessee shall have a similar right to renew this Sublease for a similar term
as provided the Sublessor in the Lease and for such Sublease rentals as
negotiated by the parties. Such option shall not extend to any other options
negotiated by Sublessor in the Lease, including a right of first refusal on any
additional space in the building and any options to acquire the building.
3. Sublessee upon execution of this Sublease shall provide a security
deposit to Sublessor equal to the security deposit set forth in the Lease times
an allocable percentage of the square footage covered hereunder as it relates to
the total square footage leased by Sublessor. To the extent that Sublessee
increases its square footage utilized, it shall increase the security deposit to
Sublessor using the formula above. Such security deposit shall be covered by
the same terms and conditions as provided in the Lease, except that in the event
Sublessor is in default under the Lease and the Landlord as defined in the Lease
terminates Sublessor's interest and provided that Sublessee is not in default
hereunder, Sublessor shall return to Sublessee the security deposit. Sublessee
shall also upon execution of this Sublease deposit with Sublessor an amount
equal to the last month's rent hereunder, to be credited towards payment of such
rent. Such rental shall not earn any interest and may be retained by Sublessor
for its sole purposes and uses.
4. Sublessor allocates to Sublessee 180 parking spaces of those allotted
to Sublessor, of which 38 spaces shall be in the parking garage. To the extent
the spaces are labelled "MTC" in the garage, Sublessee shall only use such
spaces for its vehicles.
5. To the extent permitted Sublessor by Landlord under the Lease,
Sublessee shall have rights in conjunction with the Sublessor to use the lobby
as a reception area.
6. In addition to any provisions restricting assignment in the Lease, any
change in control of Sublessee (which shall be defined as the transfer of more
than a 51% interest in stock of the Sublessee) or transfer by Sublessee to a
corporation or partnership, or a merger by Sublessee, shall require consent of
Sublessor, not to be unreasonably withheld.
7. This Sublease shall be subordinate to the Lease and any mortgages and
liens placed upon the building by the Landlord. Sublessee acknowledges and
attorns to the Lease, a copy of which has been previously provided to Sublessee
by Sublessor. To the extent the Lease is amended or modified by the Landlord
and Sublessor, Sublessor shall provide Sublessee with a copy of such
modifications or amendments.
8. This Sublease shall be governed and construed in accordance with the
laws of the State of California, and venue for all actions hereunder shall be in
the courts of general jurisdiction in Sonoma County, California. In the event
of any dispute or controversy arising under this Sublease, the prevailing party
shall be entitled to its reasonable attorney's fees, costs and expenses.
9. In the event of sale by the Landlord of the building, any accounting
as provided in the Lease shall occur between Sublessor and Landlord, and
Sublessee shall not have any rights for an additional accounting with Sublessor.
10. Sublessee shall provide Sublessor on a quarterly basis a reviewed or
audited financial statement reflecting the financial status of Sublessee.
11. Any amounts not paid when due hereunder shall bear interest at the
rates set forth in the Lease.
12. In the event of any fire or similar event, Sublessee shall be provided
a proportionate reduction in its rent equal to the allocated amount on a square
footage basis of any proportionate reduction provided Sublessor by Landlord, and
the determination of Sublessor and Landlord as to the proportionate reduction
from which the allocation hereunder is derived shall govern for all purposes of
this Sublease.
13. The provisions of the Lease shall apply to any issues between the
Sublessor and Sublessee not specifically addressed herein.
IN WITNESS WHEREOF, the parties hereunder through their duly authorized officers
or representatives have executed this Sublease as of the day first written
above.
MTC INFORMATION SYSTEMS MTC TELEMANAGEMENT CORP.
By: /s/ MTC Information Systems By: /s/ MTC Telemanagement Corp.
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Its: Its:
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