SUBLEASE
THIS SUBLEASE is dated as of the 8th day of May, 2001, by and between
American Express Travel Related Services Company, Inc. ("Sublessor") and
Cognizant Technology Solutions Corp. ("Sublessee").
W I T N E S S E T H:
WHEREAS, Sublessor entered into that certain lease dated November 28, 2000
("Master Lease") with Glenpointe Associates ("Landlord"); and
WHEREAS, pursuant to the Master Lease, Landlord leased to Sublessor certain
premises containing a total of 14,070 square feet in the building known as
Glenpoint Centre West, located at 000 Xxxxx X. Xxxx Xxxxxxxxx, Xxxxxxx, Xxx
Xxxxxx (the "Building"), as more particularly described in the Master Lease; and
WHEREAS, a copy of the Master Lease is attached hereto as Exhibit A; and
WHEREAS, Sublessee desires to sublease from Sublessor the entire 14,070
square feet of Sublessor's premises, as outlined on the floor plan set forth in
the Master Lease (the "Subleased Premises"), and Sublessor has agreed to
sublease the Subleased Premises to Sublessee upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration for Subleased Premises, the above recitals
and the covenants herein contained, the parties hereto agree as follows:
I. TERM.
A. Sublessor leases to Sublessee and Sublessee hires from Sublessor
the Subleased Premises for a term ("Term") commencing on February
1, 2002, (the "Commencement Date"), and expiring on December 30,
2010, ("Expiration Date") which is the day immediately preceding
the expiration date of the Master Lease. The foregoing to the
contrary notwithstanding, this Sublease shall be effective as of
the date of execution hereof by Sublessee and Sublessor, and all
terms, provisions, conditions, and obligations of said parties
shall commence as of said date of execution.
B. Notwithstanding the foregoing, if the term of the Master Lease is
terminated for any reason prior to the Expiration Date, this
Sublease shall thereupon be automatically terminated without any
liability of Sublessor to Sublessee by reason of such early
termination. Except as otherwise expressly provided in this
Sublease with respect to those obligations of Sublessee and
Sublessor which by their nature or under the circumstances can
only be, or under the provisions of this Sublease may be,
performed after the termination of this Sublease, the Term and
estate granted hereby shall end at noon on the date of
termination of this Sublease as if such date were the Expiration
Date, and neither party shall have any further obligation or
liability to the other after such termination. Notwithstanding
the foregoing, any liability of Sublessee to make any payment
under this Sublease,
whether of Fixed Rent, Additional Rent (both as hereinafter
defined) or otherwise, which shall have accrued prior to the
expiration or sooner termination of this Sublease, shall survive
the expiration or sooner termination of this Sublease.
C. Upon Landlord's consent hereto, Sublessor shall deliver
possession of the Subleased Premises to Sublessee.
D. Provided that Sublessee is not then in default hereunder,
Sublessee shall have the one-time right to terminate this
Sublease (hereafter, the "Termination Option"), which termination
right, if exercised accordingly, shall terminate this Sublease
effective on September 30, 2005, (the "Termination Date") as to
the entire Subleased Premises, by providing Sublessor with
written notice thereof not later than January 1, 2005. As a
condition precedent to the effectiveness of Sublessee's exercise
of such Termination Option, Sublessee shall deliver to Sublessor,
on or before August 31, 2005, a termination payment equal to
$566,668.50, which shall be IN ADDITION TO the Fixed Rent and all
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Additional Rent and all other charges and liabilities accruing
hereunder through the Termination Date. Provided that Sublessee
has paid the termination payment as aforesaid, vacated the
Premises in the condition and as required herein, and is not in
default of any of its obligations hereunder, then Sublessor shall
authorize the release of the Letter of Credit effective as of
December 31, 2005.
II. PROVISIONS CONSTITUTING SUBLEASE.
A. This Sublease is subject and subordinate to the Master Lease, any
and all subsequent amendments or supplemental agreements thereto
and any and all matters to which the tenancy of Sublessor, as
Tenant under the Master Lease, is or may be subordinate, and
Sublessee shall in no case have any rights under this Sublease
that exceed Sublessor's rights as Tenant under the Master Lease.
Sublessor agrees that it shall not modify or amend the Master
Lease without Sublessee's consent thereto, provided that such
consent shall not be unreasonably withheld or delayed. It shall
not be deemed unreasonable for Sublessee to withhold its consent
to any such modification or amendment in the event the same would
increase Sublessee's rental obligations hereunder, affect
Sublessee's use or occupancy, change the Subleased Premises,
materially decrease the obligations of Sublessor hereunder or
Landlord under the Master Lease, adversely affect the rights of
Sublessee hereunder, or decrease the services required to be
provided by Landlord to the Premises. Sublessee shall in no event
withhold its consent to any modification or amendment to the
Master Lease to which Sublessor is required to consent.
B. All of the terms and conditions of the Master Lease are
incorporated herein by reference as if fully set forth herein,
and the following terms and conditions thereof shall be
applicable to this Sublease with the same force and effect as if
all references to "Landlord", "Tenant", "Premises", and "Lease"
referred instead to "Sublessor", "Sublessee", the "Subleased
Premises", and this "Sublease", respectively: Articles 3(B-E), 7,
8(B & C), 9(A(2-4) & (7-11)), 9(B(1 & 2)),
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12(C), the first and last sentences of 15(B), Articles 16(B & C),
17(A-F), 20, 21, 22, 23, 24(A-D, F), 25, 26(A), 27(A, E, F, H, I,
J, K), 31, 32, 33, 37, and 39. In the event Sublessor incurs any
obligations or costs pursuant to Article 10, 11, 12(F), 13A, or
16A of the Master Lease, Sublessee shall hold harmless and defend
Sublessor therefrom, and reimburse Sublessor therefor upon
demand. In case of any default under any of the terms of the
Master Lease or of this Sublease by Sublessee, Sublessor shall
have all of the rights, remedies, and damages against Sublessee
as would be available pursuant to Articles 19, 20, 21, and 29 of
the Master Lease to Landlord against Tenant as if Tenant were in
default beyond the applicable cure periods under the Master
Lease. Sublessee shall neither do nor permit to be done anything
which would constitute a default under the Master Lease or cause
the Master Lease to be terminated or forfeited by reason of any
right of termination or forfeiture reserved or vested in Landlord
thereunder.
C. Sublessee agrees that it shall cause all employees, agents,
contractors, invitees and licensees of Sublessee to abide by all
rules and regulations of the Landlord applicable to the Building
and/or the Subleased Premises. The initial rules and regulations
of Landlord are set forth in the Master Lease as Exhibit C, and
are subject to modification as referenced in the Master Lease.
D. Sublessee acknowledges that in the event of a termination of
the Master Lease for any reason, including but not limited to a
agreement between Sublessor and Landlord terminating the Master
Lease, or re-entry or dispossession by Landlord under the Master
Lease, or pursuant to Articles 13 or 14 of the Master Lease,
Landlord may, at its option, take over all of the right, title
and interest of Sublessor hereunder upon the terms and conditions
of this Sublease, including all applicable terms and conditions
of the Master Lease as incorporated herein, and Sublessee agrees
that it shall, at Landlord's option, attorn to Landlord as though
Landlord were Sublessor under this Sublease.
E. Sublessee shall observe and perform for the benefit of Landlord
and Sublessor each and every term, covenant, condition and
agreement of the Master Lease which Sublessor is required to
observe or perform with respect to the Subleased Premises as
Tenant under the Master Lease, except as otherwise specifically
set forth herein to the contrary. By way of example and not
limitation, Sublessee shall comply with the provisions of
Articles 8 and 10 of the Master Lease to the same extent and in
the same manner that Sublessor is so required to comply
therewith.
F. The consent of Landlord shall be required hereunder in connection
with any act which requires the consent of Landlord pursuant to
the terms of the Master Lease, notwithstanding that a particular
provision herein may not require Sublessor's consent or states
that only Sublessor's consent is required.
III. RENT.
A. Fixed Rent. Sublessee shall pay rent ("Fixed Rent") to Sublessor
in equal
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monthly installments in advance, beginning September 1, 2001, and
continuing on the first day of each calendar month thereafter
throughout the Sublease Term as follows:
prsf per annum per month Months
---- --------- --------- ------
$32.25 $453,757.56 $37,813.13 2/1/2002 through 11/30/2005
$37.75 $531,142.56 $44,261.88 12/1/2005 through 12/30/2010
The first monthly installment of Fixed Rent shall be paid to
Sublessor within five business (5) days after Sublessor's delivery to
Sublessee of the Consent to this Sublease executed by Landlord, and
shall be credited against the Fixed Rental payment accruing on
February 1, 2002.
B. Additional Rent. Sublessee shall pay to Sublessor Additional
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Rent, as hereinafter defined, for the same periods and in the
same manner as Fixed Rent. Additional Rent shall include an
amount equal to Sublessor's proportionate share of operating
expenses and taxes, (all as defined in Article 4 of the Master
Lease), during any year of the Term, in excess of the operating
expenses and taxes for the base year, which shall be the calendar
year of 2002, as set forth in the Master Lease. The Additional
Rent for each calendar year during the Term shall be paid in
monthly installments during such calendar year in an amount
reasonably estimated by Sublessor and communicated by written
notice to Sublessee. Following the close of each calendar year,
Sublessor shall compute the amount of the Additional Rent due
hereunder based on the actual operating expenses and taxes
payable to Landlord by Sublessor for that year, (as set forth on
the annual reconciliation statement sent to Sublessor by
Landlord) and shall deliver a statement thereof to Sublessee.
Sublessee shall pay to Sublessor any deficiency shown by such
statement within thirty (30) days after receipt of Sublessor's
statement. If the installments paid by Sublessee exceed the
amount due, Sublessor shall credit the excess against payments
next due to Sublessor from Sublessee hereunder (provided,
however, that if the Sublease has expired and no further payments
are due Sublessor, then Sublessor shall promptly remit such
excess to Sublessee). Delay in computation of Additional Rent
shall not be deemed a default hereunder or a waiver of
Sublessor's right to collect Additional Rent.
C. Electric Energy Charge. As of the date Sublessor delivers
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possession of the Subleased Premises to Sublessee, and continuing
throughout the Term, Sublessee shall pay to Sublessor an amount
equal to the Electric Energy Charge which is defined in Article
10 of the Master Lease, payable in advance in equal monthly
installments commencing on the date of delivery of possession of
the Subleased Premises to Sublessee and continuing thereafter on
or before the first day of each month until the expiration of the
Sublease Term. Likewise, Sublessee shall reimburse to Sublessor
any taxes or other charges incurred by Sublessor during the Term
pursuant to Article 10 of the Master Lease upon demand. Said
Electric
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Energy Charge has initially been estimated by Landlord as
$17,587.50 per year, is subject to adjustment based upon
Sublessee's electrical usage in the Subleased Premises and in
accordance with Article 10 of the Master Lease, and shall be
deemed to be Additional Rent for the purpose of the collection
thereof.
D. Fixed Rent, Additional Rent, Electric Energy Charge, and all
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other amounts payable by Sublessee to Sublessor under the
provisions of this Sublease (collectively, "Rent") shall be paid
promptly when due, without notice or demand therefor, and without
deduction, abatement, counterclaim or setoff of any amount for
any reason whatsoever. Sublessee's liability for all Rent
accruing hereunder (or Sublessor's obligation to refund any
overpayment thereof) shall survive the expiration or earlier
termination of this Sublease, even though the annual
reconciliation thereof (as with respect to operating expenses and
taxes) may occur after the expiration or earlier termination of
the Sublease Term. All Rent shall be paid to Sublessor in lawful
money of the United States at AMERICAN EXPRESS LEASE
ADMINISTRATION, CANYON CORPORATE PLAZA, 2512 X. XXXXXX, MAIL STOP
MS40-01-07, XXXXXXX, XX 00000, or to such other address as
Sublessor may from time to time designate by notice to Subtenant.
IV. INDEMNITY AND WAIVER OF CLAIMS. Sublessee shall indemnify, defend, with
counsel reasonably acceptable to Sublessor, and hold Sublessor
harmless from and against all losses, costs, damages, expenses and
liabilities including, without limitation, reasonable attorneys' fees,
which Sublessor may incur or pay out by reason of this Sublease or the
use and occupancy by Sublessee of the Subleased Premises, including,
without limitation: (a) any accidents, damages or injuries to persons
or property occurring in, on or about the Subleased Premises; (b) any
breach or default of the terms of this Sublease or the Master Lease by
Sublessee, its officers, employees, agents, contractors, invitees or
licensees, or any person claiming through or under Sublessee; (c) any
work done by Sublessee in or to the Subleased Premises; or, (d) any
acts or omissions by Sublessee or its officers, employees, agents,
contractors, invitees or licensees, or any person claiming through or
under Sublessee. Sublessee hereby waives any claims against Sublessor
for injury or damage to persons or property arising out of Sublessee's
use or activities, or the use or activities of Sublessee's officers,
directors, employees, agents, contractors, invitees or licensees,
within the Subleased Premises or portions of the Building, except to
the extent caused by the gross negligence or willful misconduct of
Sublessor. This waiver of claims and all indemnities given by
Sublessee in this Sublease shall survive the expiration or earlier
termination of this Sublease.
Sublessor shall indemnify, defend, with counsel reasonably acceptable to
Sublessee, and hold Sublessee harmless from and against all losses,
costs, damages, expenses and liabilities including, without
limitation, reasonable attorneys' fees, which Sublessee may incur or
pay out by reason of Sublessor's breach of its obligations hereunder
or under the Master Lease. This waiver of claims and all indemnities
given by Sublessor in this Sublease shall survive the expiration or
earlier termination of this Sublease.
V. USE. Sublessee shall use the Subleased Premises for the Permitted Uses
set forth in Section 16 of the Preamble of the Master Lease, and for
no other purposes without the
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express written consent of Sublessor and Landlord. Sublessee
represents and warrants to Sublessor that Sublessee's SIC number is
514100. Sublessee shall notify Sublessor within ten (10) days prior to
any proposed or actual change in said SIC number.
VI. CONDITION OF SUBLEASED PREMISES. Sublessee hereby agrees that the
Subleased Premises shall be subleased "as is," and Sublessor shall have
no obligation to make any alterations or repairs thereto.
VII. NOTICES. All notices, consents, approvals, demands and requests
(collectively "Notices") which are required or desired to be given by
either party to the other hereunder shall be in writing and shall be
sent by overnight mail by a reputable courier or by hand delivery.
All notices hereunder shall be effective upon delivery to the receiving
party in accordance herewith. All Notices to Sublessee shall be
addressed to Sublessee at the following address: Xxxxxx X. Xxxxxx,
Chief Financial Officer, Cognizant Technology Solutions Corporation,
Glenpointe Centre West, 500 Xxxxx X. Xxxx Xxxxxxxxx, Xxxxx Xxxxx,
Xxxxxxx, Xxx Xxxxxx, 00000, with a copy to Xxxxxx Xxxxxx, Xxxx and Xxxx,
000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx, 00000, or to such other
addresses as Sublessee may from time to time designate by notifying
Sublessor in accordance herewith. All Notices to Sublessor shall be
addressed to Sublessor as follows:
American Express Travel Related Services Company, Inc.
Attention: Vice President Real Estate
World Financial Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
With a copy at the same time and in the same manner to:
American Express Lease Administration American Express Financial Corporation
Canyon Corporate Plaza Attn: Managing Lawyer, Real Estate
2512 X. Xxxxxx 50591 AXP Financial Center
Mail Stop MS40-01-07 Minneapolis, MN 55474
Xxxxxxx, XX 00000
or at such other addresses as Sublessor may from time to time
designate by notifying Sublessee in accordance herewith. Sublessor
agrees to provide Sublessee with a copy of any notice it sends to or
receives from the Landlord pursuant to the Master Lease.
VIII. ASSIGNMENT AND SUBLETTING. Sublessee shall not sublease or assign all or
any part of the Subleased Premises except in accordance with Article
11 of the Master Lease and unless:
A. Sublessee obtains the prior written consent of Sublessor in each
and every instance, which may be withheld in Sublessor's sole
discretion, and of Landlord pursuant to the Master Lease;
B. In the case of an assignment, the assignee shall have assumed in
writing, directly for the benefit of Sublessor, all of the
obligations of Sublessee hereunder, and
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Sublessor shall have been furnished with a copy of the agreement
of assignment and assumption to be utilized in connection
therewith, in form and substance reasonably satisfactory to
Sublessor, at least sixty (60) days prior to the commencement
date thereof, along with a fully-executed duplicate original of
said agreement, which shall contain substantially similar terms
to the agreement previously provided to Sublessor, at least ten
(10) days prior to the commencement date thereof; and
C. In the case of a sublease, Sublessor shall have been furnished
with a copy of the sublease to be utilized in connection
therewith at least sixty (60) days prior to the commencement of
the term of such sublease, along with a fully-executed duplicate
original of the sublease, which shall contain substantially
similar terms to the sublease previously provided to Sublessor,
at least ten (10) days prior to the commencement of the term of
such sublease, which sublease shall be in form and substance
reasonably satisfactory to Sublessor, and shall be subject and
subordinate to all of the terms, covenants and conditions of this
Sublease and the Master Lease and shall restrict the right of the
subtenant thereunder to assign such sublease or further sublet
its subleased premises.
D. Sublessee shall pay on demand the actual costs and expenses
reasonably incurred by Sublessor and Landlord, including, without
limitation, reasonable architects', engineers' and attorneys'
fees in connection with any such assignment or sublease and the
reasonable costs of any review and/or preparation of documents in
connection therewith. In addition, Sublessee shall be responsible
and shall indemnify and hold Sublessor harmless for any brokers'
commission or other compensation owed or claimed to be owed in
connection with any sublease or assignment made by Sublessee.
The foregoing to the contrary notwithstanding, Sublessor agrees that
it shall not unreasonably withhold its consent to any proposed
assignment or subletting of the Subleased Premises by Sublessee so
long as: (i) the net worth of the proposed subtenant or assignee is
equal to or greater than the greater of the net worth of Sublessee as
of the date of execution hereof or the date Sublessor receives notice
of such proposed transfer; (ii) the proposed assignment or sublease is
for the entirety of the Subleased Premises, or if it is for less than
the entirety of the Subleased Premises, then Sublessee or its proposed
transferee shall provide Sublessor with a security deposit in an
amount equal to the cost determined by Sublessor to be necessary to
restore the Subleased Premises to a unified, contiguous, undivided
suite at the expiration of the term thereof; (iii) the Subleased
Premises shall be divided into no more than two separate suites, each
occupied by no more than one subtenant each (inclusive of Sublessee)
with the smaller suite containing no less than 6000 rentable square
feet; (iv) Sublessee is not in default either at the time it notifies
Sublessor of its intent to assign or sublet nor as of the effective
date of such assignment or sublease; (iv) the proposed sublessee or
assignee has a good business reputation in Sublessor's determination,
will use the Premises in accordance with the permitted use hereunder,
and is not a direct competitor of Sublessor; and (v) the proposed
sublessee or assignee agrees to be bound by all of the provisions of
this Sublease, without modification, including but not limited to
Article X hereof.
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Notwithstanding the foregoing, the terms of this Article shall apply
to each sublease or assignment by Sublessee, and consent to any one
sublease or assignment by Sublessor shall not constitute consent to
any future subleases or assignments. Any sublease or assignment made
in violation of this Article shall be null and void at the election of
Sublessor. If this Sublease is assigned or subleased by Sublessee or
the Subleased Premises are occupied by any party other than Sublessee,
Sublessor may, if an Event of Default, as hereinafter defined, has
occurred, collect rent from any such assignees, subtenants or
occupants, and pay the net amount collected to the Rent due hereunder.
No assignment, subletting, occupancy or collection shall be deemed a
(i) waiver of Sublessee's obligations pursuant to this Article; (ii)
the acceptance by Sublessor of the assignee, subtenant or occupant as
a subtenant or assignee hereunder; or (iii) a release of Sublessee
from the further performance of any of the terms, covenants and
conditions of this Sublease. Sublessee acknowledges that, in certain
instances Landlord has the right to recapture any portion of the
Subleased Premises which Sublessee may propose to sublease or assign,
pursuant to the Landlord's rights set forth in Article 11 of the
Master Lease and that Sublessee's right to assign, sublet, or
otherwise transfer its interest under this Sublease is limited by the
provisions of this Article X of the Sublease as well as all of the
provisions of Article 11 of the Master Lease.
IX. INSURANCE. Effective as of the date of delivery of the Subleased
Premises to Sublessee, and continuing throughout the Term of this
Sublease, Sublessee shall obtain and maintain, at its expense, the
insurance set forth in Article 9(A(11)) of the Master Lease, and
insurance against such other risks and in such other amounts as
Sublessor may from time to time reasonably require, or as may be
required by Landlord. The form of all such policies hereunder shall be
subject to Sublessor's and Landlord's approval and shall comply with
the provisions of Article 9 of the Master Lease. All such policies
shall be issued by insurers acceptable to Sublessor and Landlord and
licensed to do business in the State of New Jersey and shall contain a
waiver of any rights of subrogation thereunder against Sublessor. In
addition, the policies shall name Sublessor, Landlord and any other
parties designated by Sublessor or Landlord as additional insureds,
shall require at least thirty days prior written notice to Sublessor
and to Landlord of termination or modification, and shall be primary
and not contributory. Sublessee shall, at least ten days prior to the
Commencement Date, and within ten days prior to the expiration of each
such policy, deliver to Sublessor and to Landlord certificates
evidencing the foregoing insurance or renewal thereof, as the case may
be. Notwithstanding any other provisions of this Sublease to the
contrary, Sublessee hereby waives and releases Sublessor from any and
all liabilities, claims, and losses for which Sublessor is or may be
held liable to the extent Sublessee either is required to maintain
insurance pursuant to this Article IX, or receives insurance proceeds
on account thereof, whichever is greater.
X. ALTERATIONS. Sublessee shall not make or cause, suffer or permit
the making of any alteration, addition, change, replacement,
installation or addition (collectively "Alterations") in or to the
Subleased Premises unless it obtains the prior written consent of
Sublessor in each instance (which may be withheld in its reasonable
discretion), provides Sublessor with copies of all applicable plans
and specifications and otherwise complies with the requirements under
the Master Lease. By way of example and not
8
limitation, all plans and specifications, general contractors and
subcontractors, change orders, and as-built drawings shall be subject
to Sublessor's prior review and approval before the commencement of
any work incident thereto. Sublessor shall have no obligation
whatsoever to make any repairs or Alterations to the Subleased
Premises, any systems serving the Subleased Premises or to any
equipment, fixtures or furnishings in the Subleased Premises, or to
restore the Subleased Premises in the event of a fire or other
casualty therein, nor shall Sublessor be obligated to perform any
obligations of Landlord under the Master Lease. Sublessor may
condition its consent to any such proposed Alterations on, among other
things, the Sublessee's agreement to remove the same at the expiration
or earlier termination of the Sublease Term, and to restore the
Subleased Premises to the condition existing therein prior to the
making of such Alterations.
In performing any Alterations to the Subleased Premises, Sublessee
shall comply with the provisions of Exhibit B of the Master Lease and
shall perform all the construction obligations of Tenant pursuant
thereto as if Sublessee were the Tenant under the Master Lease.
Sublessor shall pay to Sublessee an "Improvement Allowance" equal to
the lesser of (a) the actual hard costs incurred by Sublessee in
performing Alterations to the Subleased Premises, or (b) $251,684.47.
In the event the actual hard costs incurred by Sublessee in performing
the Alterations are less than $251,684.00, then such difference is
hereafter referred to as the "Unused Allowance". As a condition
precedent to Sublessee's right to receive such Improvement Allowance,
Sublessee shall provide Sublessor with those four items set forth as
(i) through (iv) of Section 12.1 of Exhibit B of the Master Lease.
Sublessor shall, upon receipt and approval thereof, submit the same to
Landlord, and upon Sublessor's receipt of payment of its allowance
from Landlord pursuant to said Section 12.1, Sublessor shall remit the
Improvement Allowance to Sublessee. Sublessee acknowledges that the
forgoing Improvement Allowance is a "one time only" benefit, and must
be used, if at all, for the initial buildout and construction of the
Subleased Premises. The Improvement Allowance shall not be available
for any Alterations Sublessee may elect to perform in the Subleased
Premises after Sublessee's initial occupancy thereof. In the event,
upon completion of the initial Alterations to the Subleased Premises,
there remains any Unused Allowance, then Sublessee shall be entitled
to a credit against its Base Rent in an amount equal to the lesser of
(i) $110,984.47, or (ii) the Unused Allowance. Said Base Rent credit
shall commence on the first calendar month following Sublessee's
submission of the four items set forth as (i) through (iv) of Section
12.1 of Exhibit B of the Master Lease.
XI. EVENTS OF DEFAULT. Each of the following shall be an Event of Default:
A. Sublessee's failure to pay when due any Rent or payment required
to be made by Sublessee as described in this Sublease.
B. Sublessee's failure to keep or perform any one or more of the
terms or conditions, covenants or agreements of this Sublease, or
of the Master Lease which are applicable to the Sublease or the
Subleased Premises, which failure continues for five (5) days or
more after written notice from Sublessor (unless such failure
requires work to be performed, acts to be done or conditions to
be removed,
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which by their nature cannot reasonably be performed, done or
removed, as the case may be, within such five (5) day period, in
which case no Event of Default shall be deemed to have occurred
so long as Sublessee shall have commenced curing the same within
said five (5) day period and shall diligently and continuously
prosecute the same to completion and shall further provide
Sublessor with bi-weekly written reports of the status of such
cure).
C. Sublessee's vacation or abandonment of the Subleased Premises.
D. The occurrence, with respect to Sublessee, of any of the
conditions or circumstances set forth in Article 19(A-D) of the
Master Lease
XII. RESERVATION OF RIGHTS BY SUBLESSOR. This Sublease shall not convey all
of Sublessor's right, title and interest in and under the Master
Lease, but shall convey only the Subleased Premises as described
herein on the terms and conditions of this Sublease, and Sublessor
reserves all other rights in, to and under the Master Lease unto
itself.
XIII. SERVICES AND UTILITIES.
A. Sublessee acknowledges that all services and utilities to be
provided to Sublessee hereunder are to be provided by Landlord
pursuant to the Master Lease, and that Sublessor shall not be
liable for any failure or delay on the part of Landlord in
performing any or all of its obligations under the Master Lease,
unless such failure or delay is caused by the gross negligence of
Sublessor, and under no circumstances shall Sublessee have any
right to require or obtain the performance by Sublessor of any
obligations of Landlord under the Master Lease or otherwise.
Sublessee's obligations under this Sublease shall not be
impaired, nor shall the performance thereof be excused, nor shall
Sublessee be entitled to claim an active or constructive
eviction, because of any failure or delay on the part of Landlord
in performing its obligations under the Master Lease, except that
Sublessee's obligation to pay Fixed Rent and Additional Rent
shall xxxxx to the extent that and during the time that
Sublessor's rental obligations are abated pursuant to Article
28(B) of the Master Lease.
B. In the event Sublessee requires heat, ventilation,
air-conditioning, or building maintenance during hours beyond the
Business Hours defined in Article 10 of the Master Lease, then
Sublessee shall pay to Sublessor the cost of such extra service
charged by Landlord pursuant to such Article 10 of the Master
Lease, within ten (10) days after billing. Sublessee shall use
its own telephone system, which Sublessee shall install at its
own cost and expense, and shall pay for all other utilities
provided to the Subleased Premises, whether billed to Sublessor
as Tenant under the Master Lease, or billed directly by the
applicable utility provider.
XIV. WAIVER OF CONDEMNATION AWARD. Sublessee hereby waives any right to the
proceeds of any award to which Sublessor would be entitled pursuant to
the Master Lease for any condemnation or taking (or purchase in lieu
thereof) of the Subleased Premises.
XV. BROKER'S FEES. Sublessee represents and warrants that no broker, agent
or other person
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has been instrumental or involved in bringing about this transaction
except for Strategic Alliance Partners, LLC, who represents Sublessee,
and Xxxxxxxx Xxxx Company and Xxxxxxxx Xxxx Northeast Metro, Inc., who
represent Sublessor. Sublessee agrees to indemnify and hold Sublessor
harmless from and against any claims by any other broker, agent or
other person claiming a commission or other form of compensation by
virtue of having dealt with Sublessee with regard to this transaction.
Sublessor shall pay all commissions owing to Xxxxxxxx Xxxx Company
arising out of this Sublease pursuant to a separate agreement between
Sublessor and Xxxxxxxx Xxxx Company. Xxxxxxxx Xxxx Company and
Strategic Alliance Partners, LLC have a separate agreement between
themselves regarding the sharing of said commission.
XVI. RELEASE OF SUBLESSOR. The term "Sublessor" as used in this Sublease
shall be limited to mean and include only the owner or owners at the
time in question of the Tenant's interest under the Master Lease, and
in the event of any transfer or transfers of the Tenant's interest in
the Master Lease, Sublessor herein named (and in case of any
subsequent transfer or conveyance, the then transferor of the Tenant's
interest in the Master Lease) shall be automatically freed and
relieved from and after the date of such transfer of all liability
with respect to the performance of any covenants or obligations on the
part of Sublessor contained in this Sublease thereafter to be
performed.
XVII. SURRENDER OF SUBLEASED PREMISES. Sublessee shall, upon the termination
of this Sublease and in accordance with all of the terms of this
Sublease and the Master Lease, vacate and surrender the Subleased
Premises to Sublessor, together with all Alterations, in good
condition and repair, loss by fire or other casualty excepted.
Sublessee acknowledges that Sublessee shall be solely responsible for
any and all restoration obligations with respect to the Subleased
Premises imposed upon Sublessor as Tenant under the Master Lease, or
otherwise imposed hereunder by Sublessor upon Sublessee or any of its
assignees or sublessees. Sublessee's obligation to observe or perform
this covenant shall survive the expiration or earlier termination of
this Sublease.
XVIII. ESTOPPEL CERTIFICATES. At any time and from time to time within
fifteen (15) business days after a written request from the other
party, the non-requesting party shall execute, acknowledge and deliver
to the requesting party a written statement certifying: (a) that this
Sublease has not been modified and is in full force and effect or, if
there has been a modification of this Sublease, that this Sublease is
in full force and effect as modified, and stating such modification;
(b) the dates to which the Fixed Rent, Additional Rent and other
charges hereunder have been paid; (c) that to the best of said party's
knowledge, no defaults exist under this Sublease or, if any defaults
do exist, specifying the nature of each such default; and (d) such
other matters pertaining to the terms of this Sublease as may be
reasonably requested.
XIX. HOLDOVER. Sublessee shall surrender the Subleased Premises to Sublessor
on the date and in the condition required by this Sublease. In the
event that Sublessee holds over in violation of the terms of this
Sublease, Sublessee shall pay to Sublessor the greater of (i) the
liquidated damages payable by Sublessor pursuant to Article 34 of the
Master Lease or (ii) 200% of the Rent due hereunder during any such
holdover period, payable in accordance with the terms of this
Sublease, and Sublessee shall be liable to Sublessor for
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any damages incurred by Sublessor in connection therewith, including
but not limited to any consequential damages incurred by Landlord and
charged to Sublessor, reasonable attorneys' fees, and the costs
associated with recovering possession of the Subleased Premises.
Nothing herein shall be deemed to create a month-to-month tenancy in
the event that Sublessee holds over without the express written
consent of Sublessor. Sublessee's obligations pursuant to this
provision shall survive the expiration or earlier termination of this
Sublease.
XX. FORCE MAJEURE. In the event either party is prevented or delayed in
performing its obligations hereunder by reason of strike, civil
disturbance, act of God, or other cause beyond said party's control,
then said party shall be excused from such performance during the
period of such delay. The foregoing shall not delay the Rent
Commencement Date of this Lease, nor shall the inability to procure
funds be deemed an event beyond the control of Sublessee.
XXI. PARKING. Sublessor shall make available to Sublessee all Fifty-four (54)
of the parking spaces granted Sublessor by Landlord, subject to and in
accordance with Article 1 of the Master Lease. Notwithstanding the
foregoing, Sublessor shall not be liable for any failure to provide
the required parking spaces to Sublessee if such failure is caused by
Landlord's failure to provide the parking spaces required to be
provided to Sublessor pursuant to the Master Lease.
XXII. CONTACT WITH LANDLORD. In the event that Sublessee has reason to contact
Landlord (other than with respect to the construction of the Leasehold
Work or the request for heating, ventilation, or air-conditioning
service during hours other then Business Hours), including but not
limited to situations where Landlord's consent is required for an
action by Sublessee or in connection with services or repairs to be
provided by Landlord to the Subleased Premises, Sublessee shall not
contact Landlord directly. Sublessee shall contact Sublessor's
designated representative, and the designated representative will then
contact the Landlord as necessitated by the circumstances. Sublessor's
designated representative is Xxxxxxx Xxxxxxx, whose telephone number
is (000)000-0000, and whose address is Xxxxxxxx Xxxx Company, c/o
American Express Company, 0 Xxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, XX
00000. Sublessor may designate an alternative representative upon
providing notice to Sublessee. Routine contact with Sublessor's
representative pursuant to this Section XXII shall not be subject to
the requirements for Notices, as set forth in Section VII of this
Sublease. However, this Section XXII does not affect or alter said
requirements as they apply to all other Notices in connection with
this Sublease.
XXIII. LETTER OF CREDIT. Upon the execution of this Sublease by Sublessee and
delivery to Sublessor thereof, Sublessee shall deposit with Sublessor
a letter of credit in the form attached hereto as Exhibit C, as a
security for the faithful performance by Sublessee of its obligations
hereunder. Said letter of credit shall be given in the amount of
$151,252.52, and shall be maintained in full force and effect by
Sublessee, at its sole cost and expense, from the date of execution of
this Sublease by Sublessor and Sublessee through the date ninety (90)
days following the Expiration Date of this Sublease. Receipt of notice
by Sublessor of the non-renewal of such letter of credit shall be
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deemed a default under this Sublease entitling Sublessor to draw upon
such letter of credit for the entire remaining balance thereof. In the
event the Subleased Premises are not surrendered to Sublessor in the
condition and on the date required, or if Sublessee shall default in
the performance of any of the terms and conditions of this Sublease,
Sublessor shall be entitled to draw upon said letter of credit as
partial compensation for such failure or default, without waiving any
other remedies it may have at law or at equity.
XXIV. SEVERABILITY. If the application of any provision of this Sublease, or
any paragraph, sentence, clause, phrase or word in any circumstance is
held invalid, the validity of the remainder of this Sublease shall not
be affected thereby, and the remainder shall be construed as if such
invalid part were never included in the Sublease.
XXV. LANDLORD'S CONSENT. This sublease and each party's obligations
hereunder are conditioned and contingent upon the granting of consent
of Landlord hereto pursuant to Article 11 of the Master Lease, which
consent shall be evidenced by the execution of the Consent to Sublease
attached hereto, without the requirement of any payment to Landlord in
connection therewith, other than pursuant to Article 11(G) of the
Master Lease. Sublessee shall reimburse Sublessor for any amounts
charged to Sublessor by Landlord pursuant to Article 11(G) of the
Master Lease. If Landlord's consent is not obtained within sixty (60)
days after execution by Sublessor and Sublessee, this Sublease shall
be voidable at the option of either Sublessee or Sublessor.
XXVI. NO OFFER BY SUBLESSOR. The submission of this Sublease by Sublessor to
Sublessee shall have no binding force and effect, shall not constitute
an option for the subleasing of the Subleased Premises, and shall not
confer any rights or impose any obligation upon either party. The
execution of this Sublease and its delivery by Sublessee to Sublessor
shall similarly have no binding force and effect unless and until
Sublessor and Sublessee shall have each executed this Sublease and a
counterpart thereof shall have been delivered to Sublessee.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease
as of the day and year last below written.
SUBLESSOR: American Express Travel Related Services Company, Inc.
By: Xxxxxxxx Xxxx Corporate Services, Inc.,
Its: Authorized Representative
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
-------------------------------------------------
Its: VP
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Date: 5/14/01
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SUBLESSEE: Cognizant Technology Solutions Corp.
By: /s/ Xxxxxx Xxxxxx
---------------------------------------------------
Name: Xxxxxx Xxxxxx
-------------------------------------------------
Its: CFO
--------------------------------------------------
Date: 5/18/01
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