Exhibit 10.26
SUBLEASE AGREEMENT
PARTIES
This instrument, for reference purposes only, dated this 24h day of April, 2000,
by and between SOFTWARE TECHNOLOGY, INC., a Florida corporation ("Sublessor")
and RAYTHEON COMPANY, an Delaware company ("Sublessee") as a Sublease under the
Office Lease dated August 7, 1992, entered into by MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY as Landlord, and Sublessor as Tenant. A copy of said Lease
(hereinafter referred to as the "Prime Lease") is marked as Exhibit "A" and is
attached hereto and made a part hereof. The term Lessor or Landlord used in the
Prime Lease is herein after referred to as Prime Lessor.
PREMISES
Sublessor leases to Sublessee and Sublessee hires from Sublessor those certain
premises leased to Sublessor under the Prime Lease situated in the building
numbered 00000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Building"),
and commonly known as Suite G (hereinafter referred to as the "Subleased
Premises"). Sublessor and Sublessee hereby agree that for all purposes of the
Sublease, including the computation of rent and additional rent that the
Subleased Premises shall comprise 11,188 rentable square feet.
TERM
The term of this Sublease shall be for a period of forty-two (42) months,
commencing on June 1, 2000 (the "Commencement Date"), and ending on November 30,
2003 (the "Expiration Date"), unless sooner terminated pursuant to any provision
hereof. Notwithstanding said stated Commencement Date, if for any reason
Sublessor cannot deliver possession of the Subleased Premises to Sublessee by
the Commencement Date Sublessee shall not be obligated to pay rent or additional
rent or other charges until the Subleased Premises are delivered and Sublessor
shall provide Sublessee with one (1) days free rent for every day of delay after
June 15, 2000 except, without limitation, because the Prime Lessor has failed or
refuses to grant its consent to this Sublease or if such delay is caused by
force majeure. Such failure, however, shall not affect the validity of this
Sublease or the obligations of Sublessee hereunder or extend the term hereof. If
Sublessor does not deliver possession of the Subleased Premises within
forty-five (45) days from said stated Commencement Date, Sublessee may, at
Sublessee's option, by notice in writing to Sublessor, cancel this Sublease. If
this Sublease is cancelled as aforesaid, Sublessor shall return any monies
previously deposited by Sublessee and the parties shall be discharged from all
liabilities hereunder (including any free rent obligations). No delay in
delivery of possession of the Subleased Premises shall extend the stated
expiration date of this Sublease.
In the event that Sublessor shall permit Sublessee to occupy the Subleased
Premises prior to the Commencement Date of the term and sublessee shall occupy
the same or any portion thereof, such occupancy shall be subject to all of the
provisions of this Sublease including the payment of rent and additional rent
and other charges. Said early possession shall not advance the termination date
of this Sublease.
ACCEPTANCE OF PREMISES
Except as set forth below, the Subleased Premises will be delivered by the
Sublessor, and accepted by the Sublessee, in their "as-is" condition subject to
latent defects not reasonably discoverable through visible inspection. Sublessor
is not obligated to make any improvements or repairs to the Subleased Premises.
Notwithstanding the foregoing, Sublessor shall cooperate with Sublessee to
enforce and obtain the performance of Landlord's obligations under the Prime
Lease, without cost to Sublessor. The Sublessee has had an opportunity to
inspect the Subleased Premises and has found the Subleased Premises to be fit
for the Sublessee's use. The Sublessee accepts the premises with all systems
(including, without limitation, heating, ventilating, air conditioning,
telephone, etc.) to be in good working order and repair. Failure of Sublessee to
notify Sublessor of any problems or issues with such systems within 30 days
after the commencement date of the term shall be deemed an acceptance by
Sublessee that such systems are in good working order. In the event Sublessee
requires that alterations be made to the Subleased Premises, all alterations
shall be subject to the reasonable approval of the Sublessor and to the terms
and conditions of the Prime Lease. Any alterations or improvements made to the
Subleased Premises by Sublessee shall be removed at Expiration Date if so
requested by Sublessor or the Prime Lessor at the time Sublessee requests
consent from Sublessor or the Prime Lessor to improve or alter Subleased
Premises. Sublessor shall be responsible for any damage done to the Subleased
Premises in the process of Sublessor moving in or out of the Premises. Sublessee
shall not be required to remove any improvements that were located in the
Premises on the Sublease Commencement Date.
RENT
Sublessee shall pay to Sublessor as rent for the Subleased Premises, the
following:
Eleven thousand, One hundred, Eighty-Eight and 00/100 Dollars ($11,188.00) per
month commencing on Sublessee's possession of the Subleased Premises, and
continuing up to and including May 31, 2001;
Eleven Thousand, Five Hundred, Twenty-Three and 64/100 Dollars ($11,523.64) per
month commencing on June 1, 2001 and continuing up to and including May 31,
2002;
Eleven Thousand, Eight Hundred, Sixty-Nine and 35/100 Dollars ($11,869.34) per
month commencing on June 1, 2002 and continuing up to and including May 31,
2003;
Twelve Thousand, Two Hundred, Twenty-Five and 43/100 Dollars ($12,225.43) per
month commencing on June 1, 2003 and continuing up to and including November 30,
2003.
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. The rent will be paid in
advance, on or before the first day of each month during the term of this
Sublease. Rent and additional rent and other charges shall be payable without
notice or demand, without any deduction, offset, or abatement except as
otherwise provided in an immediately available funds of the United States of
America to Sublessor at:
Software Technology, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxx
or to such other person or at such other place as Sublessor may designate in
writing.
Commencing as of the Commencement Date, Sublessee shall also pay to Sublessor,
as additional rent, its prorata share (currently 33.32% of the Building and
7.72% of the Property) of Operating Expenses and Real Estate Taxes (as such
items are defined in the Prime Lease). Notwithstanding the foregoing, the
Operating Expenses shall not include any expenses which will be paid fully and
directly by Sublessee. Sublessee shall also pay to Sublessor, as additional
rent, any other sums and charges (except fixed rent) required to be paid by
Sublessor to Prime Lessor under the Prime Lease, whether or not referred to as
additional rent for charges incurred during the sublease term. All additional
rent payments by Sublessee to Sublessor shall be made at least within thirty
(30) days of invoice from Sublessor to Sublessee.
SUBLEASING AND ASSIGNMENT
Sublessee's right to sublet or assign the Subleased Premises shall be subject to
Sublessor's and Prime Lessor's approval, which shall not be unreasonably
withheld, conditioned or delayed, subject to the Prime Lease. Notwithstanding
the foregoing, Sublessee shall have the right to assign the Sublease or sublet
all or any portion of the Subleased Premises to: (1) any entity resulting from a
merger or consolidation with Sublessee, (2) any entity succeeding to the
business and assets of Sublessee; (3) any entity controlled by, controlling or
under common control with Sublessee.
PROVISIONS CONSTITUTING SUBLEASE; SUBORDINATE
POSITION OF THIS INSTRUMENT; CERTAIN COVENANTS, ETC.
(a) Except for Section 1 (Term), Section 5 (Improvements to Premises), Exhibit
"D" (Base Rent), Section 13 (Default), Section 2.6. (Security Deposit), Section
1.4. (Holding Over), Section 16 (Notices), Section 18.13. (Commissions), Exhibit
"E", Exhibit "B"; and except as the provisions of the prime lease may be in
conflict or inconsistent with the provisions set forth in this instrument, all
of the terms and conditions contained in the Prime Lease are incorporated herein
as terms and conditions of this Sublease, with each reference in the Prime Lease
to Lessor or Landlord and to Lessee or Tenant to be deemed to refer to Sublessor
and Sublessee, respectively, and such incorporated provisions together with all
of the provisions contained in this instrument shall be the complete terms and
conditions of this Sublease.
(b) This Sublease is subject to all of the terms and conditions of the Prime
Lease unless specifically excepted herein, and Sublessee shall assume and
perform the obligations of Sublessor as Tenant under said Prime Lease to the
extent said terms and conditions are applicable to the Subleased Premises. Both
Sublessor and Sublessee agree not to commit or permit to be committed on the
Subleased Premises, any act or omission which shall violate any term or
condition of the Prime Lease or cause or allow the Prime Lease to be terminated.
In the event of the termination of Sublessor's interest as Tenant under the
Prime Lease, except by termination because the default of the Prime Lease by
Sublessor or by voluntary termination of the Prime Lease by Sublessor, then this
Sublease shall terminate coincidentally therewith without any liability of
Sublessor to Sublessee.
(c) SERVICES. Landlord hereby grants to Tenant the right to receive all of the
services and benefits with respect to the Premises which are to be provided by
Prime Landlord under the Prime Lease. Landlord shall have no duty to perform any
obligations of Prime Landlord which are, by their nature, the obligation of an
owner or manager of real property. For example, Landlord shall not be required
to provide the services or repairs which the Prime Landlord is required to
provide under the Prime Lease. Landlord shall have no responsibility for or be
liable to Tenant for any default, failure or delay on the part of Prime Landlord
in the performance or observance by Prime Landlord of any of its obligations
under the Prime Lease, nor shall such default by Prime Landlord affect this
Sublease or waive or defer the performance of any of Tenant's obligations
hereunder except to the extent that such default by Prime Landlord excuses
performance by Landlord under the Prime Lease. Notwithstanding the foregoing,
the parties contemplate that Prime Landlord shall, in fact, perform its
obligations under the Prime Lease and in the event of any default or failure of
such performance by Prime Landlord, Landlord agrees that it will, upon notice
from tenant, make demand upon Prime Landlord to perform its obligations under
the prime lease and, provided that Tenant specifically agrees to pay all costs
and expenses of Landlord and provided Landlord with security reasonable
satisfactory to Landlord to pay such costs and expenses, Landlord will take
appropriate legal action to enforce the Prime Lease.
ADDITIONAL SERVICES. Landlord shall cooperate with Tenant to cause Prime
Landlord to provide services required by Tenant in addition to those otherwise
required to be provided by Prime Landlord under the Prime Lease. Tenant shall
pay Prime Landlord's charge for such services promptly after having been billed
therefore by Prime Landlord or by Landlord. If at any time a charge for such
additional services is attributable to the use of such services both by Landlord
and by Tenant, the cost thereof shall be equitably divided between Landlord and
Tenant.
(d) Anything in this instrument to the contrary notwithstanding, Sublessor and
Sublessee shall not be liable to the other party for the incidental,
consequential or special damages.
(e) Wherever in the Prime Lease Lessee or Tenant is required to give notice to
the Lessor or Landlord thereunder, Sublessee shall be required to give notice to
Sublessor at lease and additional five (5) days in advance of the time required
of Lessee or Tenant thereunder however in no event shall Sublessee have less
than five (5) days notice. Whenever in the Prime Lease Lessee or Tenant is
required to do an act or cure a default within a specified period of time,
Sublessee shall perform such act and cure such default at least five (5) days
prior to the time required of Lessee or Tenant thereunder however in no event
shall Sublessee have less than five (5) days to cure such default.
(f) Wherever the consent or approval of Sublessor is requested by Sublessee,
Sublessor may withhold same without liability to Sublessee and without affecting
Sublessee's obligations hereunder only if Sublessor requests same under the
Prime Lease and does not receive such consent or approval from the Prime Lessor.
(g) Sublessor represents and agrees:
(1) That the Prime Lease is in full force and effect, has not been
amended, modified or terminated, all obligations of Landlord and Sublessor
thereunder have been satisfied, Sublessor is not in default thereunder, and in
no event with the passage of time will constitute a default.
(2) That Sublessor has full right and authority under the Prime Lease
to enter into the within Sublease subject to the written approval of the Prime
Lessor and Sublessor shall use reasonable efforts to obtain such consent. If
Sublessor does not obtain such approval and provide the Sublessee with a copy
thereof within thirty (30) days after the date hereof, this Sublease shall be
terminable by either party by written notice to the other party. If the Lease is
terminated by either party under the provisions of this paragraph neither party
shall have any obligation to the other except that Sublessor shall refund to
Sublessee any monies theretofore received from Sublessee hereunder provided
Sublessee shall theretofore have fully cooperated with Sublessor in seeking such
approval. Anything to the contrary notwithstanding in this Sublease, the term
hereof shall not commence in the absence of such approval.
(3) Sublessee upon paying rent, additional rent and all other charges
Sublessee is responsible for and performing all of the terms on Sublessee's part
to be performed, shall peaceably and quietly enjoy the Subleased Premises,
subject, nevertheless, to the terms of Prime Lease and to any superior mortgage
or other instrument to which is Sublease or the Prime Lease is subordinated to
in accordance with the terms of this Sublease and the Prime Lease.
(4) That Sublessor shall not terminate the Prime Lease or otherwise
adversely and materially affect the Subleased Premises without prior written
consent of Sublessee.
(h) Sublessor and Sublessee each shall have the right but not the obligation to
take any action required to be take by the other party hereunder where such
action may be necessary to prevent a default under the terms of the Prime Lease
under circumstances wherein the other party has failed, after proper notice to
take such action, and the other party who has failed to take any such action
required of it hereunder shall thereupon reimburse the party taking such action
for any and all costs thereby incurred by it together with interest from the
date incurred to the date of reimbursement, inclusive, at a rate equal to four
points above the prime rate on short term commercial borrowings charged by Chase
Manhattan Bank N.A. (NewYork, New York), but in no event higher than the usury
or legal rate, if one be applicable thereto.
(i) Sublessee agrees to indemnify and hold Sublessor and its affiliated
corporations and parent corporation harmless from any and all liability, loss,
damage, suits, actions, proceedings, costs and expenses, including reasonable
attorneys' fees by reason of any breach by Sublessee of any of the terms or
conditions of this Sublease or of the Prime Lease or the use, occupancy or
operations of the Sublessee on or about the Subleased Premises.
Sublessor agrees to indemnify and hold Sublessee and its affiliated
corporations and parent corporation harmless from any and all liability, loss
damage, suits actions, proceedings, costs, and expenses, including reasonable
attorneys' fees by reason of any breach by Sublessor or any of the terms or
conditions of this Sublease or of the Prime Lease or the use, occupancy or
operations of the Sublessor on or about the Subleased Premises.
(j) With respect to such insurance as is required to be maintained by the Tenant
or Lessee under the Prime Lease against claims by others for personal injury,
death and property damage, the applicable policies shall name as additional
insured to the extent of Sublessee's indemnity obligations under the Sublease,
both the Sublessor and the Prime Lessor and any other entities which the Prime
Lease may require.
(k) In the event any provision of the Prime Lease shall conflict with the
provisions of the Sublease as between the Sublessee and Sublessor, the
provisions of the Sublease shall prevail.
(l) Sublessee acknowledges that neither Sublessor nor anyone on its behalf has
made representations or promises with respect to the Building or Subleased
Premises or otherwise except as herein expressly set forth. Nothing herein
contained shall be construed as warranting that the Subleased Premises are in
good condition or fit or suitable for any particular uses or purposes whatsoever
and the Sublessee hereby agrees that it has examined the Subleased Premises and
is fully satisfied with the physical condition thereof and accepts the same in
"as is" broom-clean condition (after removal of such personal property and trade
fixtures and equipment of Sublessor as Sublessor may elect to remove prior to
the delivery of the Subleased Premises to Sublessee hereunder) and subject to
latent defects not reasonably discovered through visible inspection.
(m) All notices and demands required hereunder shall be in writing, sent by
registered or certified mail, return receipt requested, or when sent by
overnight delivery by a nationally recognized overnight delivery service as
follows:
(1) If given to Sublessor by Sublessee:
Software Technology, Inc.
Attn: Xxxx Xxxxxxx, Xxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
With a copy to:
Exigent International, Inc.
Attn: Xxxxxx Xxxxxx
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
(2) If given to Sublessee by Sublessor:
Raytheon Company
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxx, XX 00000-0000
Attn: Manager Facilities/Real Estate
With a copy to:
Raytheon Company
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Real Estate Dept.
(3) To any subsequent address or to any other entity which either of the parties
may designate for such purpose in writing by similar notice.
(4) All notices shall be deemed to be given when received or tender notice is
not accepted by receiving party.
(5) Sublessor and Sublessee each shall give to the other a copy of all
communications and notices given by either to the Prime Lessor in the same
manner and simultaneous with such notices and communications given to the Prime
Lessor. Sublessor and Sublessee shall promptly give to the other a copy of all
notices received from the Prime Lessor during the term of this Sublease.
(n) Sublessee warrants and represents to Sublessor that Sublessee has dealt with
no broker other than the Xxxx Ezra Company whose commission will be paid by
Sublessor, in connection with the negotiation of the Sublease, and Sublessee
agrees to indemnify and hold Sublessor harmless from any claims, damages,
liability, loss, cost and expense, including reasonable attorneys' fees, arising
out of or in connection with any claim for commission or brokers' or finders'
fees with respect to this transaction.
(o) Sublessor warrants and represents to Sublessee that Sublessor has dealt with
no broker in connection with the negotiation of the Sublease other than Xxxxxxx
Xxxx of Xxxx Xxxx Company, and Sublessor agrees to indemnify and hold Sublessee
harmless from any claims, damages, liability, loss, cost and expense, including
reasonable attorney's fees, arising out of or in connection with any claim for
commission or brokers' or finders' fees with respect to this transaction except
for any fee due the Xxxx Ezra Company.
(p) In the event Sublessor shall default in the payment of any rental obligation
under the Prime Lease and such default is continuing, and the Sublessee is not
in default hereunder, Sublessee shall have the right, but not the obligation, to
cure such default forth-eight (48) hours after it gives Sublessor written notice
thereof. If Sublessee cures such default, Sublessee shall be entitled to
reimbursement from Sublessor for all costs including attorney or consultants
fees of curing such default. In the event that the Lease is terminated due to a
default by Sublessor, then Sublessee shall be entitled to seek all remedies
available at law and equity, provided, however, that Sublessee shall not be
entitle to receive from Sublessor any special or punitive damages due to
Sublessor's default and the subsequent termination of the Prime Lease unless
such punitive damages are due to Sublessor's gross neglect or willful
misconduct.
(q) If Sublessor shall default in the performance of any of its obligation under
this Sublease, and if within twenty-one days after written notice from Sublessee
to Sublessor specifying such default Sublessor has not commenced diligently to
correct the default or defaults so specified or has not thereafter diligently
pursued such correction to completion, Sublessee, in addition to all of its
other rights and remedies at law and in equity, shall have the right, but not
the obligation, to cure such default forty-eight (48) hours after it gives
Sublessor written notice thereof. In the event that the Lease is terminated due
to a default by Sublessor, then Sublessee shall be entitled to seek all remedies
available at law and equity.
(r) In addition to Sublessee's rights contained in the Sublease or available in
law or equity, in the event Sublessee obtains a judgement against Sublessor
arising out of Sublessor's default under the Prime Lease or the Sublease,
Sublessee may, to the extent the judgment is not paid by Sublessor, elect to set
off the amount of the judgment, plus interest at 12% per year, against the next
due installments of Rent. Election by Sublessee to set off against Rent shall
not constitute an election or remedies and Sublessee may pursue all remedies
available at law and equity to enforce the judgment against Sublessor.
(s) If Sublessee shall default in the performance of any of its:
(a) monetary obligations hereunder, and if such default shall
continue for ten (10) days after written notice from Sublessor
designating such default, or
(b) non-monetary obligation hereunder, and within twenty-one (21)
days after written notice from Sublessor to Sublessee
specifying such default Sublessee has not commenced diligently
to correct the default or defaults so specified or has not
thereafter diligently pursued such correction to completion,
Sublessor shall have all the rights of the Prime Lessor under the Prime
Lease and Sublessee shall be subject to all provisions thereof respecting the
Tenant under the Prime Lease. Subject to the Prime Landlord's express approval,
Sublessee shall have all of the rights of the Sublessor as provided under
"Exhibit E - Special Stipulations" of the Prime Lease, excepting the Right of
First Offer provided for in said Exhibit, which Right of First Offer is
acknowledged to have expired. Notwithstanding the foregoing, Sublessor shall
only have the right to terminate this Sublease in accordance with the terms of
the Prime Lease if Sublessee has defaulted under the terms hereof for two (2)
consecutive months.
USE
The subleased premises shall be used and occupied only for general office use.
ENTIRE AGREEMENT
This sublease contains the entire understanding of the parties hereto and shall
supersede all prior agreements which are hereby deemed null and void. This
Sublease shall not be modified or amended or extended except by an instrument in
writing duly signed by the parties hereto, such being in the case of Sublessor,
an officer thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Instrument to
be duly executed as of the day and year first above written.
SUBLESSOR:
SOFTWARE TECHNOLOGY, INC.
WITNESS: BY: /s/ Xxxxx Xxxxxxxxx
-------------------------------
/s/ Xxxxx Xxxx NAME: Xxxxx Xxxxxxxxx
------------------------------------
TITLE: President
SUBLESSEE:
RAYTHEON COMPANY
BY: s/s Xxxxxx X. Xxxx
------------------------------
NAME: Xxxxxx X. Xxxx
----------------------------
TITLE: Senior Vice President and
---------------------------
General Counsel
CONSENT BY LESSOR.
The undersigned, Lessor under the Prime Lease (attached at Exhibit "A" hereto)
hereby consents to the subletting of the Premises described herein on the terms
and conditions contained in this Sublease. This consent shall apply only to this
Sublease and shall not be deemed to be a consent to any other sublease.
PRIME LESSOR:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: s/s Xxxxx H. Midtette, III
------------------------------------
NAME: Xxxxx H. Midtette, III
----------------------------------
TITLE: Vice President
---------------------------------
