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EXHIBIT 10.23
SUBLEASE AGREEMENT
1. PARTIES.
This Sublease, dated May 23, 1996, is made between CTA Incorporated (CTA)
("Sublessor") and Manugistics, Inc. (Manugistics) ("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated February 6, 1989,
wherein 6116 Limited Partnership ("Lessor") leased to Sublessor the real
property located at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx,
described as approximately 49,451 square feet located on the third (3rd)
and eighth (8th) floors ("Master Premises").
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): Approximately 20,639 square feet on the third (3rd) floor.
See attached copy of floor plan marked as Exhibit A.
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as of the commencement of the Term hereof will
not be, in default of breach of any of the provisions of the Master Lease,
and that Sublessor has no knowledge of any claim by Lessor that Sublessor
is in default or breach of the provisions of the Master Lease. In the
event that Sublessor is ever placed in default of the Master Lease, the
Sublessor shall have the right to cure such default. In the event
Sublessor does not cure such default within the time allowed by the Master
Lease, the Sublessee shall have the right to immediately cancel the
Sublease.
5. TERM.
The Term of this Sublease shall commence 120 days from the date of this
agreement ("Commencement Date"), and end on June 30, 1999 ("Termination
Date"), unless otherwise sooner terminated in accordance with the
provisions of this Sublease. Possession of the Premises ("Possession")
shall be delivered to Sublessee 60 days from the date of this agreement,
for the sole purpose of retrofitting the Premises.
6. RENT.
Sublessee shall pay to Sublessor as base rent, without deduction, setoff,
notice, or demand, at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx, or at
such other place as Sublessor shall designate from time to time by notice
to Sublessee, the annual sum of Three Hundred Seventy-One Thousand Five
Hundred Two and 00/100 Dollars, ($371,502.00), paid in equal monthly
installments of Thirty Thousand Nine Hundred Fifty-Eight and 50/100
Dollars ($30,958.50), in advance on the first
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day of each month of the Term. If the term begins or ends on a day other
than the first or last day of a month, the rent for the partial months
shall be prorated on a per diem basis. At the commencement of each lease
year, the base rent shall be increased by three and one-quarter percent
(3.25%).
7. USE OF PREMISES.
The Premises shall be used and occupied only for general office use and
for no other use or purpose.
8. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any part
of the Premises except to a party controlling, controlled by, or under
common control with Sublessee without the prior written consent of
Sublessor, which shall not be unreasonably withheld, conditioned or
delayed, (and the consent of Lessor, if such is required under the terms
of the Master Lease).
9. OTHER PROVISIONS OF THE SUBLEASE.
AB applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder and the Premises the Master
Premises. The following articles do not apply to the Sublease, including,
but not limited to: Article 6 and Addendum No. 1, Article 3, Article 4,
Article 7, Article 8, Article 9, Article 10, Article 11, Article 13,
Article 14, and Article 19 (b), (c) and (d). Sublessee assumes and agrees
to perform the lessee's obligations under the Master Lease during the Term
to the extent that such obligations are applicable to the Premises, except
that the obligation to pay rent to Lessor under the Master Lease shall be
considered performed by Sublessee to the extent and in the amount rent is
paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee
shall not commit or suffer any act or omission that will violate any of
the provisions of the Master Lease. Sublessor shall exercise due diligence
in attempting to cause Lessor to perform its obligations under the Master
Lease for the benefit of Sublessee. If the Master Lease terminates, this
Sublease shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if the
Master Lease terminates as a result of a default or breach by Sublessor or
Sublessee under this Sublease and/or the Master Lease, then the defaulting
party shall be liable to the nondefaulting party for the damage suffered
as a result of such termination. Notwithstanding the foregoing, if the
Master Lease gives Sublessor any right to terminate the Master Lease in
the event of the partial or total damage, destruction, or condemnation of
the Master Premises of the building or project of which the Master
Premises are a part, the exercise of such right by Sublessor shall not
constitute a default or breach hereunder. In the event that Sublessee
abandons the premises while maintaining rent payments to Sublessor,
Sublessee shall not be considered in default of the Sublease.
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10. ATTORNEY'S FEES.
If Sublessor or Sublessee shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing party
shall be entitled to recover its cost of suit and reasonable attorney's
fees.
11. LIMITATION OF LIABILITY.
Neither party shall be liable for loss of profit, goodwill or other
consequential damage arising out of this agreement even if advised of the
possibility of such damages. Either party's liability for all claims
(excluding physical injury or property damage resulting from negligent or
willful misconduct) that arise out of this agreement shall not exceed the
sum of rent paid by the Sublessee to the Sublessor for the year in which
the cause of action arose.
12. HOLDOVER.
Sublessee shall have no rights to occupy the premises beyond the
Termination Date of June 30, 1999 stated in this Sublease Agreement. In
the event the Sublessee continues to occupy the premises beyond the
Termination Date, this action shall constitute a Holdover by the
Sublessee. Sublessee hereby understands and agrees that in the event of a
Holdover by the Sublessee, the Sublessee is bound by the terms of the
Master Lease and shall be responsible for all damages, penalties, and
costs resulting from such action. Sublessee further agrees that any and
all damages, penalties, and costs resulting from a holdover by the
Sublessee shall not be limited to the sum of rent paid by the Sublessee to
the Sublessor for the year in which the action occurred.
13. NOTICES.
All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All
notices and demands by the Sublessor to Sublessee shall be sent by United
States Mail, postage prepaid, addressed to the Sublessee at the Premises,
and to the address herein below, or to such other place as Sublessee may
from time to time designate in a notice to the Sublessor. All notices and
demands by the Sublessee to Sublessor shall be sent by United States Mail,
postage prepaid, addressed to the Sublessor at the address set forth
herein, and to such other person or place as the Sublessor may from time
to time designate in a notice to the Sublessee.
To Sublessor: CTA Incorporated
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx
To Sublessee: Manugistics, Inc.
Attention: General Counsel
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
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14. CONSENT BY LESSOR.
This Sublease shall be of no force or effect unless consented to by the
Lessor after execution thereof, if such consent is required under the
terms of the Master Lease.
15. CONDITION OF THE PREMISES.
Sublessee accepts the Demised Premises in their present "as is" condition
and configuration. Sublessor shall be responsible for demising the space.
16. PARKING.
Sublessor shall provide sixty-four (64) parking spaces for Sublessee's use
at no charge at the commencement of the Sublease and for the entire term.
17. AFTER HOURS HVAC.
Sublessee shall be responsible for overtime HVAC charges applied to the
Sublessor as may be provided for in the Master Lease
18. GENERAL.
A. GOVERNING LAW. Sublease shall be construed and enforced in
accordance with the laws of the state of Maryland.
B. SEVERABILITY. Any provision of this Sublease that is held to be
invalid by a court of competent jurisdiction shall be severed from
this Sublease, and the remaining provisions shall remain in full
force and effect.
C. FORCE MAJEURE. Neither party shall be liable to the other party for
failure or delay in fulfilling its obligations under this Sublease to
the extent that such failure or delay is due to causes beyond its
control, including, but not limited to: acts of God; war, civil
disturbance; and riot.
D. WAIVER. Failure or delay by either party to enforce compliance with
any term or condition of this Sublease shall not constitute a waiver
of such term or condition.
E. ENTIRE AGREEMENT. This Sublease shall constitute the entire agreement
between the parties with regard to the subject matter of this
Sublease and supersede all previous communications, whether oral or
written, between the parties with respect to such subject matter.
Neither the course of conduct between the parties nor trade usage
shall modify or alter this Sublease. If either party issues a
purchase order or other writing addressing the subject matter of this
Sublease, such purchase order or writing shall be for issuing party's
internal purposes only, and the terms and conditions contained
therein shall have no force or effect.
F. MODIFICATION. No waiver or modification of any of the provisions
hereof shall be binding unless in writing and signed by duly
authorized representatives of both parties.
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The parties hereto have executed this sublease agreement.
/s/ XXXXXXX X. XXXXXX Date: May 23, 1996
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SUBLESSOR: CTA Incorporated
By:
/s/ XXXXX NATASIA Date: May 15, 1996
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SUBLESSEE: Manugistics, Inc.
Xxxxx Xxxxxxx
By: GENERAL COUNSEL
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