EXHIBIT 10.11
SUBLEASE
THIS SUBLEASE, made and entered into this 26 day of June, 1998, between RACOTEK,
INC., a Delaware corporation, ("Sublessor") and GREENTREE SOFTWARE, INC., a New
York corporation (Sublessee).
RECITALS:
A. A lease ("Prime Lease") dated May 2, 1994 was made and entered into
between Connecticut General Life Insurance Company, on behalf of its Closed End
Real Estate Fund I, as Landlord, and Racotek, Inc., as Tenant, pertaining to
Premises consisting of the entire second and sixth floors at 0000 Xxxx Xxxx,
Xxxx xx Xxxxx, Xxxxxx of Hennepin, State of Minnesota and is attached hereto as
Exhibit B. ***
B. The parties hereto desire that the Sublessor sublet to the Sublessee
and that the Sublessee take from the Sublessor that portion of the second floor
of the Premises leased under the Prime Lease containing approximately 10,262
square feet of rentable area (hereinafter referred to as the "Sublet Area" and
designated "Suite 220") as depicted on Exhibit A, attached hereto.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants hereinafter contained, but subject to the consent thereto by
Landlord, the Sublessor does hereby sublet to the Sublessee and the Sublessee
does hereby rent and take from the Sublessor, the Sublet Area, subject to the
following terms and conditions:
1. Except for those portions of Article 5, 6, 13, 34, 35, 36, and 37
contained in the Addendum to the Prime Lease and Article 4 of the Prime Lease
(hereinafter collectively referred to as the "Excluded Provisions") which shall
not apply to this Sublease, all other applicable terms and conditions of the
Prime Lease are incorporated into and made a part of this Sublease as if the
Sublessor were the Landlord under the Prime Lease, the Sublessee was the Tenant
under the Prime Lease, and the Sublet Area were the Premises under the Prime
Lease. Sublessee hereby assumes and agrees to be bound by all terms, covenants,
and conditions of the Prime Lease except for the Excluded Provisions and except
as otherwise provided for herein.
2. The term of this Sublease shall commence August 1, 1998, and shall
terminate August 31, 2000.
3. The Sublessee shall pay to the Landlord on behalf of the Sublessor
$6,413.75 per month from August 1, 1998 to August 31, 2000, as Minimum Rent for
the Sublet Area, due and payable on the first day of each month during the
entire term of this Sublease. Commencing August 1, 1998, Sublessee shall also
pay the Landlord on behalf of the Sublessor, as Additional Rent, its share of
Real Estate Taxes and Operating Expenses pursuant to Article 6 of the Prime
Lease based on 10,262 rentable square feet for the term of this Sublease.
Sublessee shall initially pay estimated 1998 Real Estate Taxes and Operating
Expenses in the amount of $7,149.19 per month ($8.36 per rentable square foot
per year) subject to adjustment at the end of 1998 as provided for in said
Article 6.
All rent shall be paid to the Landlord at the address set forth in
Paragraph 6 hereof or at such other address and/or to such other party as the
Landlord may from time to time elect by giving not less than ten (10) days
advance written notice thereof to the Sublessee.
4. The Sublessee may use the Sublet Area for the purposes stated in the
Prime Lease and for no other purposes whatsoever.
5. The Sublessee will notify the Landlord forthwith in the event of any
default that occurs under the provisions of this Sublease which comes to the
attention of the Sublessee, such notice to be given to the Landlord by United
States Mail, registered or certified, postage prepaid, at the address provided
for Landlord in the Prime Lease or as such other address as Tenant shall be
advised to use by Landlord.
*** WHOCC Real Estate Limited Partnership is the current Landlord, and as such
has succeeded Connecticut Life Insurance Company as the Landlord.
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6. Any notice provided for herein shall be deemed to be duly given if
made in writing and delivered in person to an office of such party or mailed by
first class registered or certified mail, postage prepaid, addressed as follows:
If to Sublessor: If to Landlord:
Racotek, Inc. WHOCC Real Estate Limited Partnership
0000 Xxxx Xxxx, Xxxxx 000 Attn: Xxxx X. Xxxxxx
Xxxxx, Xxxxxxxxx 00000 Senior V.P. - East
C/o WCB Properties
0000 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
If to Sublessee: With copy to:
Greentree Software, Inc. Property Manager
0000 Xxxx Xxxx, Xxxxx 000X One Corporate Center IV
Xxxxx, XX 00000 Xxxxx & Xxxxx - 0000 Xxxx Xxxx
Xxxxxxxxxx, XX
or to such other address with respect to the parties hereto as such party shall
notify the other parties hereto in writing. Any notice so given, if mailed as
aforesaid, shall be deemed received the second (2nd) day after it is deposited
in the United States Mail.
7. Sublessee shall, at its expense, during the term of the Sublease,
maintain public liability insurance and such other insurance coverages in the
amounts required under Article 24 of the Prime Lease in one or more companies
acceptable to Sublessor and Landlord, naming Sublessor, Landlord and Landlord's
manager of the Building as additional insureds. No policy of insurance obtained
by the Sublessee in compliance with the Prime Lease may be cancelled or
terminated except upon not less than ten (10) days written notice to Sublessor
and Landlord. True and correct copies of each policy of such insurance, and
renewals thereof, obtained by the Sublessee in compliance with the Prime Lease
shall be delivered to the Sublessor and to Landlord.
8. Sublessee agrees to pay a leasing commission in the amount of
$46,179.00 payable in full upon full execution of this Sublease. United
Properties has agreed under separate agreement that half of said commission is
payable to The X'Xxxxx Real Estate Group, Sublessee's agent. Sublessee shall
issue two checks of $23,089.50 each, one payable to "United" and the other
payable to "X'Xxxxx". In no event shall Sublessor have any liability whatsoever
with respect to fees or commissions as a result of this Sublease.
9. Immediately, upon the full execution of this Sublease (including the
Consent by the Landlord), Sublessee agrees, at its cost, to complete the
improvements set forth on Exhibit A hereof and upon the completion thereof,
Sublessor shall deliver the Sublet Area to Sublessee for occupancy. Sublessee
agrees that it shall make no alterations or improvements to the Sublet Area
except as are consented to in writing by Sublessor and by Landlord as to the
nature of such alterations or improvements and the manner of doing the work as
provided for under the Prime Lease.
10. On or before Sublessee takes possession of any portion of the Sublet
Area (the "Delivery Date") Sublessee, at its sole cost and expense, shall
deliver to Sublessor a certificate of deposit from a bank (which is reasonably
acceptable to Sublessor) in the principal amount of not less than $27,125.89
(the "BANK CD"). The Bank CD shall be accompanied by an agreement (in form
satisfactory to Sublessor and its legal counsel) pledging the Bank CD jointly to
Sublessor and Landlord as security for the prompt, full and faithful performance
by Sublessee of the terms and provisions of this Sublease Agreement (the "PLEDGE
AGREEMENT"). At the time of delivery of the Bank CD and Pledge Agreement, a
UCC-1 financing statement (in form acceptable to Sublessor, Landlord and its
legal counsel) shall be executed by Sublessee and delivered to Sublessor (the
"FINANCING STATEMENT").
Notwithstanding any provision to the contrary contained within this
Sublease, upon the occurrence of a default by Sublessee in the payment of rent
or of any other default by Sublessee pursuant to the terms of this Sublease,
Sublessor may foreclose on the Bank CD, including liquidating the Bank CD, by
giving (5) days' written notice to Sublessee. Sublessee acknowledges and agrees
that the compliance with the notice provisions of this sublease for default plus
the giving of said (5) days' notice prior to foreclosure shall be commercially
reasonable notice to Sublessee. Sublessor may apply all or a part of the
proceeds from said Bank CD to the payment of the amount of any monetary default.
No foreclosure upon the Bank CD or otherwise converting the Bank CD to cash or
the use of the proceeds thereof shall be deemed a waiver by Sublessor of any
default by Sublessee under any provision of the Sublease, nor shall the use
thereof prevent Sublessor from exercising any other right or remedy provided in
the
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Sublease or under any law, nor shall the same be construed as liquidated
damages. In the event of any such foreclosure and/or conversion to cash,
Sublessor shall not be responsible for and Sublessee hereby indemnifies
Sublessor against any claims resulting from any penalties, fees or charges
imposed by the bank issuing the Bank CD with respect to early withdrawal or
other otherwise imposed in connection with the cashing of the Bank CD.
Sublessee acknowledges and agrees that if the Bank CD, Pledge Agreement and
Financing Statement are not delivered to Sublessor by the Delivery Date, then
Sublessor may, at its option, terminate this Sublease by giving written notice
to Sublessee.
IN WITNESS WHEREOF, each of the parties hereto has caused their presence to
be duly executed as of the day and year first above written.
SUBLESSOR: SUBLESSEE:
RACOTEK, INC. GREENTREE SOFTWARE, INC.
/s/ Xxx X. Xxxxxxx /s/ Xxxxxx X. Xxxx
By By
---------------------------- ----------------------------
Xxx X. Xxxxxxx Xxxxxx X. Xxxx
Secretary and Attorney Chief Financial Officer
11. Sublessor promises and agrees that it will not make any change,
alteration or termination of the underlying Prime Lease, as it affects the space
described in this Sublease without obtaining the prior written approval of the
Sublessee.
12. Sublessor and Landlord agree that the Sublessee shall have right to
standard signage for the "Building" including but not limited to inclusion in
the Building's tenant directory and hallway signage sufficient to direct
visitors to Sublessee's Space. Said signage costs shall be the responsibility
of Sublessee.
13. Sublessee agrees not to assign, sublet, license, mortgage or encumber
this Sublease, whether by voluntary act, operation of law or otherwise without
the specific prior written consent of Sublessor and Landlord which consent shall
not be unreasonably withheld or delayed. Consent by Sublessor and Landlord in
one such instance shall not be a waiver of Sublessor's or Landlord's rights
under this paragraph as to requiring consent for any subsequent instance. In
the event Sublessee desires to sublet a part or all of the Premises, or assign
this Sublease Agreement, Sublessee shall give written notice to Sublessor and
Landlord at least thirty (30) days prior to the proposed subletting or
assignment, which notice shall state the name of the proposed subtenant or
assignee, the terms of any sublease or assignment documents and copies of
financial information of the proposed subtenant or assignee. At Landlord's
option, any and all payments by the proposed assignee or sublessee with respect
to the assignment or sublease shall be paid directly to the Landlord. In any
event no subletting or assignment shall release Sublessee of its obligation to
pay the rent and to perform all other obligations to be performed by the
Sublessee hereunder for the Term of this Sublease. The acceptance of rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision hereof.
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CONSENT OF LANDLORD
A. The undersigned Landlord does hereby consent to the above Sublease
provided, however, in no event shall: (i) the Tenant under the Prime Lease be in
any way whatsoever relieved of its obligations to keep and perform promptly each
of the terms, covenants and conditions to be kept or performed by it under the
Prime Lease, or (ii) the terms, covenants or conditions of the Prime Lease be,
in any manner whatsoever, amended or otherwise changed or (iii) the undersigned
be deemed to consent to any further subletting or assignment under the Prime
Lease, or (iv) the acceptance of rent by the Landlord be deemed to create
privity of contract by and between Sublessee and Landlord. This consent shall
not be effective unless Sublessee delivers to Landlord, prior to taking
possession of the Sublet Area, evidence that Sublessee is in full compliance
with all insurance requirements of the Prime Lease including but not limited to
the requirement that the Landlord and Landlord's manager of the Building are
named as an additional insured in all insurance policies required under the
Prime Lease.
B. Landlord agrees that so long as Sublessee pays the Minimum Rental and the
Additional Rental as provided for in Paragraph 3 of this Sublease, that the
obligations of Sublessor under the Prime Lease shall be credited in the amounts
provided for in said Paragraph 3.
LANDLORD:
WHOCC REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: WHOCC Gen-Par, Inc., a Delaware corporation,
general partner
/s/ Xxxx X. Xxxxxx
By:
---------------------------------
Xxxx X. Xxxxxx
Senior Vice President - East
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