EXHIBIT 10.12
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[FORM OF] STANDARD SUBLEASE
1. Parties. This Sublease, dated, for reference purposes only, July 31,
2000, is made by and between XXX X. XXXXXXXX CONSTRUCTION CORPORATION (as
assignee of Xxx X. Xxxxxxxx Company) (Sublessor") and VERISITY DESIGN, INC.
("Sublessee").
2. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental, and upon all of the
conditions set forth herein, those certain office premises in the Building
located at 000 XXXXXXXX XXXX, XXXXXXXXXXX located in the County of WORCESTER
State of MASSACHUSSETTS and generally described as (describe briefly the nature
of the property) 3,638 rentable square feet on the first floor of such Building
("Premises").
3. Term.
3.1 Term. The term of this Sublease shall be for NINETEEN (19) MONTHS
commencing on AUGUST 1, 2000 and ending on FEBRUARY 28, 2002 unless sooner
terminated pursuant to any provision hereof. Notwithstanding the foregoing, the
term of this Sublease shall not commence prior to the date that Sublessor has
obtained the consent of the Master Lessor hereto pursuant to Paragraph 9.1 of
this Sublease. Sublessor shall not deliver possession of the Premises to
Sublessee until such consent has been obtained.
3.2 Delay in Commencement. Sublessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises by the commencement
date. If, despite said efforts, Sublessor is unable to deliver possession as
agreed on or before August 15, 2000, Sublessee shall have the right to terminate
this Sublease upon written notice to Sublessor, whereupon Sublessor shall return
to Sublessee within five (5) days thereafter all prepaid rent and security
deposit.
4. Rent.
4.1 Base Rent. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments of $6,670 in advance, on the FIRST day of each
month of the term hereof, provided that Sublessee shall pay Sublessor upon the
execution hereof $8,338 as Base Rent for the first two (2) months of the term of
this Sublease. The parties acknowledge that the operating expenses under the
Master Lease are included in the Base Rent under this Sublease. Base Rent for
any period during the term hereof which is for less than one month shall be a
pro rata portion of the monthly installment.
4.2 Rent Defined. All monetary obligations of Sublessee to Sublessor under
the terms of this Sublease (except for the Security Deposit) are deemed to be
rent ("Rent"). 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. Security Deposit. Sublessee shall deposit with Sublessor upon delivery
of the Premises and receipt of Master Lessor's consent, $40,020 in accordance
with Paragraph 12.2 hereof as security for Sublessee's faithful performance of
Sublessee's obligations hereunder. The rights and obligations of Sublessor and
Sublessee as to said Security Deposit shall be as set forth in the Master Lease
(as modified by Paragraph 7.3 of this Sublease).
6. Use.
6.1 Agreed Use. The Premises shall be used and occupied only for general
office use and for no other purpose.
6.2 Compliance. Sublessor warrants that the improvements on the Premises
comply with all applicable covenants or restrictions of record and applicable
building codes, regulations and ordinances ("Applicable Requirements") in effect
on the commencement date. Said warranty does not apply to the use to which
Sublessee will put the Premises or to any alterations or utility installations
made or to be made by Sublessee. NOTE: Sublessee is responsible for determining
whether or not the zoning is appropriate for its intended use, and acknowledges
that past uses of the Premises may no longer be allowed.
6.3 Acceptance of Promises and Lessee. Sublessee acknowledges that:
(a) it has been advised by Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC and
fire sprinkler systems, security, environmental aspects, and compliance with
Applicable Requirements), and their suitability for Sublessee's intended use,
(b) Sublessee has made such investigation as it deems necessary with
reference to such matters and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, except to the extent that the same is
the obligation of the Master Lessor under the Master Lease, and
(c) Neither Sublessor, Sublessor's agents, nor any Broke has made any oral
or written representations or warranties with respect to said matters other than
as set forth In this Sublease.
In addition, Sublessor acknowledges that:
(a) Broker has made no representations, promises or warranties concerning
Sublessee's ability to honor the Sublease or suitability to occupy the Premises,
and
(b) it is Sublessor's sole responsibility to investigate the financial
capability and/or suitability of all proposed tenants.
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7. Master Lease
7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter the "Master Lease", a copy of which is attached hereto marked
Exhibit 1, wherein OTR, an Ohio general partnership (as succcessor to
WESTBOROUGH EXECUTIVE PARK LLC) is the lessor, hereinafter the "Master Lessor".
7.2 This Sublease is and shall be at all times subject and subordinate to
the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word "Lessor" is used it shall
be deemed to mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall be deemed to mean the Sublessee herein.
Notwithstanding anything to the contrary contained in this Sublease, Section 4
of the Master Lease shall be excluded from this Sublease, the parties
acknowledging that Sublessee shall not be required to pay Operating Expenses
under the Master Lease.
7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen during the term of this Sublease, Sublessee does
hereby expressly assume and agree to perform and comply with, for the benefit of
Sublessor and Master Lessor, each and every obligation of Sublessor under the
Master Lease.
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "Sublessee's Assumed Obligations". The
obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless from all liability,
judgments, costs, damages, claims or demands, including reasonable attorneys'
fees, arising out of Sublessee's failure to comply with or perform Sublessee's
Assumed Obligations.
7.7 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any Party to the
Master Lease, and that the Master Lease has not been amended in any way except
as shown on Exhibit 1. Sublessor represents that the current term of the Lease
will expire on February 28, 2002.
8. Assignment of Sublease and Default.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease, subject however to the provisions of
Paragraph 8.2 hereof.
8.2 Master Lessor, by executing this document, agrees that until Default
shall occur in the performance of Sublessor's Obligations under the Master
Lease, that Sublessor may receive, collect and enjoy the Rent accruing under
this Sublease. However, if Sublessor shall Default in the performance of its
obligations to Master Lessor then Master Lessor may, at its option, receive and
collect, directly from Sublessee, all Rent owing and to be owed under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the Rent from the Sublessee, be deemed liable
to Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon
receipt of any written notice from the Master Lessor stating that a Default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the Rent due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such Rent
to Master Lessor without any obligation or right to inquire as to whether such
Default exists and notwithstanding any notice from or claim from Sublessor to
the contrary and Sublessor shall have no right or claim against Sublessee for
any such Rent so paid by Sublessee.
8.4 No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.
9. Consent of Master Lessor.
9.1 In the event that the Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within ten days of the date hereof, Master Lessor
signs this Sublease or otherwise gives its consent to this Subletting in a form
reasonably acceptable to Sublessee, which consent shall include an
acknowledgement that the current condition of the Premises satisfies the
requirements under the Master Lease for delivery of the Premises back to Master
Lessor upon termination of the Master Lease and that Master Lessor will not
require that any currently-existing alterations to the Premises be removed upon
the expiration of the Master Lease.
9.2 In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties then neither this Sublease, nor the
Master Lessor's consent, shall be effective unless, within 10 days of the date
hereof, said guarantors sign this Sublease thereby giving their consent to this
Sublease.
9.3 In the event that Master Lessor does give such consent then:
(a) Such consent shall not release Sublessor of its obligations or alter
the primary liability of Sublessor to pay the Rent and perform and comply with
all of the obligations of Sublessor to be performed under the Master Lease.
(b) The acceptance of Rent by Master Lessor from Sublessee or anyone else
liable under the Master Lease shall not be deemed a waiver by Master Lessor of
any provisions of the Master Lease.
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(c) The consent to this Sublease shall not constitute consent to any
subsequent subletting or assignment.
(d) Master Lessor may consent to subsequent subletting and assignments of
the Master Lease or this Sublease or any amendments or modifications thereto
without notifying Sublessor or any one else liable under the Master Lease and
without obtaining their consent and such action shall not relieve such persons
from liability.
(e) In the event that Sublessor shall Default in its obligations under the
Master Lease, then Master Lessor, at its option and without being obligated to
do so, may require Sublessee to attorn to Master Lessor in which event Master
Lessor shall undertake the obligations of Sublessor under this Sublease from the
time of the exercise of said option to termination of this Sublease but Master
Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by
Sublessee, nor shall Master Lessor be liable for any other Defaults of the
Sublessor under the Sublease.
9.4 The signatures of the Master Lessor and any Guarantors of Sublessor at
the end of this document shall constitute their consent to the terms of this
Sublease.
9.5 Master Lessor acknowledges that, to the best of Master Lessors
knowledge, no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.
9.6 In the event that Sublessor Defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any Default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee. If such Default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.
10. Brokers Fee.
10.1 Upon execution hereof by all parties, Sublessor shall pay to CB
XXXXXXX XXXXX/WHITTIER PARTNERS a licensed real estate broker, ("Broker"), a fee
as set forth in a separate agreement between Sublessor and Broker for brokerage
services rendered by Broker to Sublessor in this transaction.
11. 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.
12. Additional Provisions.
12.1 Sublessee shall maintain insurance requirements per the Master Lease.
A certificate of insurance, in a form acceptable to Sublessor, must be
received by Sublessor prior to occupancy of the Premises by Sublessee.
12.2 The Security Deposit shall conform to the following terms:
(i) A cash security deposit equal to two (2) months of rent or
$13,340 to be held by Sublessor for the full term of this
Sublease.
(ii) Upon Master Lessor's consent and prior to occupancy, a letter of
credit, in a form reasonably acceptable to Sublessor, equal to
an additional four (4) months of rent or $26,680. Provided that
Sublessee is not in default of any of the provisions of this
Sublease for the first nine (9) months of the Term, the
Sublessor shall return said letter of credit to the Sublessee
within 10 days of the end of the ninth (9/th/) month.
12.3 Rent shall be sent to the following address:
Attn: A/P-A/R MANAGER
Xxx X. Xxxxxxxx Construction Corporation
C/o The Xxxxx Construction Group, Inc.
0000 Xxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
12.4 Sublessor shall xxxx Sublessee $0.80 per rentable square foot (+/-
3,638sf) per year for electricity.
12.5 Sublessee shall have no liability for the failure of Sublessor to
perform any of its obligations under the Master Lease occurring prior to the
commencement of the term of this Sublease.
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12.6 By executing this Sublease below, Master Lessor consents to the
subletting and acknowledges that the current term of the Master Lease expires on
February 28, 2002.
on:___________________________________ By:___________________________________
XXX X. XXXXXXXX CONSTRUCTION
CORPORATION,
"Sublessor" (Corporate Seal)
on:____________________________________ By:___________________________________
Address:_______________________________ VERISITY DESIGN, INC.
"Sublessee" (Corporate Seal)
on:____________________________________ By:___________________________________
Address:_______________________________ By:___________________________________
"Master Lessor" (Corporate Seal)
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