SUBLEASE AGREEMENT
Exhibit
10.14
Sapient
Corporation,
a
Delaware corporation
and
Cornerstone
OnDemand, Inc.
a
Delaware corporation
Dated
January
31, 2006
SUBLEASE
Table of
Contents
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Recitals
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2
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Section
1. Capitalized Terms
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2
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| Section 2. Sublease |
2
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Section
3. Representations and Warranties by Sublandlord
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3
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Section
4. Sublease Term
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3
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Section
5. Rent
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5
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Section
6. Security Deposit
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7
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Section
7. Use of Premises
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8
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Section
8. Assignment and Subletting
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8
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Section
9. Other Provisions of the Master Lease
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8
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Section
10. Attorney Fees
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9
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Section
11. Broker
|
9
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Section
12. Notices
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10
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Section
13. Successors and Assigns
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11
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Section
14. Attornment
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11
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Section
15. Right of First Offer
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11
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Section
16. Entry
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11
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Section
17. Late Charge and Interest
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12
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Section
18. Entire Agreement
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12
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Section
19.Time of Essence
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12
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Section
20. Consent by Master Landlord
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12
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Section
21. Governing Law
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12
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Schedule
of Exhibits:
|
Exhibit
A:
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Master
Lease
|
|
Exhibit
B:
|
Sublease
Premises
|
|
Exhibit
X-x:
|
Offer
Space
|
|
Exhibit
C:
|
Sublandlord
Improvements
|
|
Exhibit
D:
|
Subtenant
Alterations
|
1
SUBLEASE
This
Sublease (“Sublease”) dated as of January 31, 2006, is made between Sapient
Corporation, a Delaware corporation (“Sublandlord”), and Cornerstone OnDemand,
Inc. a Delaware (“Subtenant”).
Recitals
A.
Sublandlord is the tenant under that certain Watergarden II Office Lease dated
as of May 8, 2000 (“Master Lease”), pursuant to which CST Water Garden II,
L.L.C., a Delaware limited liability company leased to Sublandlord the real
property located in the City of Santa Xxxxxx, State of California, described as
the fourth, fifth and sixth floors in the South Tower of that building (the
“Building”) located at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
(“Master Premises”). Water Garden Company L.L.C., a Delaware limited liability
company (“Master Landlord”) is successor in interest to CST Water Garden II,
L.L.C.
B. A copy
of the Master Lease is attached and incorporated in this Sublease as Exhibit A.
Except as otherwise specifically defined herein, capitalized terms used herein
shall have same meaning set forth under the Master Lease.
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublandlord and Subtenant hereby
agrees as follows:
Section
1. Capitalized Terms. All capitalized terms when used herein shall have the same
meaning as is given such terms in the Lease unless otherwise defined in this
Sublease.
Section
2. Sublease.
(a)
Sublease Premises. Sublandlord subleases to Subtenant on the terms and
conditions in this Sublease approximately eleven thousand seven hundred
sixty-six (11,766) rentable square feet of space on a portion of the sixth
(6th)
floor of the Master Premises as shown on attached Exhibit B and the built-in
fixtures and improvements located therein (the “Sublease Premises”). Sublandlord
shall deliver the Sublease Premises to Subtenant broom clean and free of all
personal property.
(b)
Parking. During the Sublease Term, Subtenant shall rent (36) unreserved parking
passes on a monthly basis during the Sublease Term subject to all the terms and
conditions of the Master Lease with respect to parking. Subtenant shall have the
right to rent an additional (12) unreserved parking passes, in the parking
facility servicing the Building on a monthly basis during the Sublease Term
subject to all the terms and conditions of the Master Lease (including but not
limited to Article 28) with respect to such parking.
Cornerstone
OnDemand Sublease
January
31, 2006
2
Section
3. Representations and Warranties by Sublandlord. Sublandlord represents and
warrants to Subtenant that: (a) the Master Lease attached hereto as Exhibit A is
a true, correct and complete copy thereof, that the Master Lease is in full
force and effect, has not been amended or modified, nor has Sublandlord entered
into any other agreement with respect to the Sublease Premises that could
adversely effect Subtenant’s occupancy or that would impose any greater
obligation on Subtenant than as set forth in this Sublease; (b) no Default has
occurred under Master Lease, Sublandlord has not received any notice of default
under the Master Lease and that other than Sublandlord’s periodic vacancy of
portions of the Master Premises, Sublandlord is not aware of any act or omission
of Sublandlord which with notice or the passage of time or both, would
constitute a default under the Master Lease; (c) that Sublandlord has no
knowledge of any claim by Master Landlord that a Default has occurred under any
of the provisions of the Master Lease; (d) to Sublandlord’s knowledge, Master
Landlord is not in default under the Master Lease; (e) Sublandlord shall deliver
the Transfer Notice in accordance with Section 14.1 of the Master Lease and
provide Subtenant with a copy thereof, and (f) Sublandlord shall pay any
Transfer Premium required by this Sublease to Subtenant under the Master Lease..
Subtenant acknowledges that: Sublandlord makes no representation or warranty
regarding the condition of the Sublease Premises which Subtenant accepts in
their “AS-IS” condition with all faults; and that Sublandlord makes no
representation or warranty with respect to current compliance or non compliance
of the Sublease Premises, or contemplated use of the Sublease Premises, with
applicable laws, codes and regulations including, but not limited to, the
Americans with Disabilities Act except as follows: Sublandlord has not received
any notice of violation of any applicable laws, codes or regulations regarding
the Sublease Premises nor is Sublandlord aware, without review or inquiry, of
any such violation.
Section
4. Sublease Term.
(a)
Sublease Term. The term of this Sublease (the “Sublease Term”) will commence
(the “Commencement Date”) on the earlier to occur of: (i) April 1, 2006, and
(ii) the date of Subtenant’s occupancy of the Premises for the conduct of
Subtenant’s business (as opposed to “Possession” as described below). The
foregoing notwithstanding, the Commencement Date shall not occur prior to the
later to occur of: (A) substantial completion of the Sublandlord Improvements
(defined herein); (B) Master Landlord’s written consent to this Sublease; and
(C) February 1, 2006. For purposes of determining the Commencement Date, the
“date that
the Sublandlord Improvements are substantially complete” shall be deemed
the date on which Sublandlord provides written notice to Subtenant of
substantial completion of the Sublandlord Improvements, or the date the
Sublandlord Improvements would have been completed but for any Subtenant Delays
(as defined below). As used herein, a “Subtenant Delay” shall mean actual delays
caused by Subtenant’s interference with Sublandlord’s completion of the
Sublandlord Improvements as documented by Sublandlord’s contractor including,
but not limited
to, interference resulting from Subtenant’s early occupancy of the Sublease
Premises. The Sublease Term will expire at 11:59pm on November 30, 2011
(“Expiration Date”), unless sooner terminated in accordance with the provisions
of
this Sublease. Possession of the Sublease Premises (“Possession”) will be
delivered to Subtenant no later than March 15, 2006. If for any reason
Sublandlord does not deliver Possession to Subtenant on or before Xxxxx 00,
0000, Xxxxxxxxxxx will not be subject to any liability for this failure, the
Expiration Date will not be extended by the delay, and the validity of this
Sublease will not be impaired. Rent will be abated after the Commencement Date
by one day for each day of delay after March 15, 2006 that Possession is delayed
(such abatement to be in addition to any abatement due Subtenant under Section
5(d) below. However, Rent will not be abated for any day of delay that is caused
by Subtenant Delay. Notwithstanding anything to the contrary herein, if
Sublandlord has not delivered Possession to Subtenant on or before May 1,
2006, plus any noticed days of Subtenant Delay, Subtenant may give written
notice to Sublandlord of Subtenant’s intention to cancel this Sublease (the
“Termination Notice”) at any time thereafter and before Possession is delivered
to Subtenant. The Termination Notice will set forth an effective date for the
cancellation (the “Cancellation Date”), which date shall be at least ten (10)
days after delivery of the Termination Notice to Sublandlord. If
Sublandlord delivers Possession to Subtenant on or before the Cancellation Date,
this Sublease will remain in full force and effect. If Sublandlord fails to
deliver Possession to Subtenant on or before the Cancellation Date, this
Sublease will be canceled. Within ten
(10) business days following the Cancellation Date, all consideration previously
paid by Subtenant to Sublandlord on account of this Sublease will be returned to
Subtenant, this Sublease will have no further force or
effect, Sublandlord will have no further liability to Subtenant because
of this delay or cancellation and all obligations of the parties to each other
under this Sublease Agreement shall cease except as may be specifically
identified herein to
survive termination.
Cornerstone
OnDemand Sublease
January
31, 2006
3
(b)
Preparation of the Sublease Premises. Prior to the Commencement Date,
Sublandlord shall, at Sublandlord’s cost, install a corridor on the sixth floor
of the Building demising the Sublease Premises as described in attached Exhibit
C (the “Sublandlord Improvements”), which Sublandlord Improvements are hereby
approved by Subtenant. Sublandlord shall complete the Sublandlord Improvements
in compliance with all applicable building codes and permitting requirements for
such construction. Sublandlord shall exercise commercially reasonable efforts
to complete the
Sublandlord Improvements prior to March 15, 2006. The Sublandlord Improvements
shall be deemed substantially complete upon Sublandlord’s notice to Subtenant
that the Sublease Premises are ready for occupancy, subject to the completion
of any punch list
items that do not
affect Subtenant’s installation of the Subtenant Alterations. Sublandlord shall
have no further obligation with respect to the preparation of the Sublease
Premises and makes no warranty nor representation with respect to the condition or repair
of the Sublease Premises nor the suitability of the Sublease Premises for
Subtenant’s use. Subtenant’s occupancy shall constitute Subtenant’s acceptance
of the Sublease Premises in their “as is” condition subject to Sublandlord’s
completion of any punch list items required to complete the Sublandlord
Improvements. Sublandlord hereby consents to Subtenant’s installation in the
Sublease Premises of the alterations in strict compliance with the plans
attached as Exhibit D (the “Subtenant Alterations”). Subtenant’s installation of
the Subtenant Alterations shall comply with all provisions of Sections 8.2, 8.4,
and 8.5 of the Master Lease including necessary Master Landlord approval. Except
as set forth in Exhibit D, Subtenant shall not install any alterations or
improvements in the Sublease Premises without: (i) the prior written consent of
Sublandlord, which consent shall not be unreasonably withheld conditioned or
delayed; and, (ii) the consent of Master Landlord, to the extent required under
the Master Lease.
Cornerstone
OnDemand Sublease
January
31, 2006
4
(c) Early
Entry. In the event the Sublease has been fully executed by all parties,
including receipt of the consent from the Master Landlord, Subtenant shall be
permitted to occupy the Sublease Premises prior to the Commencement Date of the
Sublease Term for the installation of the Subtenant Alterations (“Early
Occupancy”). No work by Subtenant shall unreasonably interfere with or delay
completion of the Sublandlord Improvements; and any such interference shall
constitute a Subtenant Delay. In the event of such Early Occupancy, Subtenant
shall perform all of the obligations of Subtenant applicable under this Sublease
during the Sublease Term (excluding the obligation to pay Monthly Base Rent).
Subtenant shall provide Sublandlord with two (2) business day’s notice of
Subtenant’s intent to exercise any right to such Early Occupancy which notice
shall include Subtenant’s evidence that the foregoing requirements have been
achieved (including, but not limited to, delivery of applicable insurance
certificates, required under Article 10 of the Master Lease to the extent
incorporated herein). Such Early Occupancy shall not constitute “occupancy for
the conduct of Subtenant’s business” as described in Section
4(a)(ii).
Section
5. Rent.
(a)
Monthly Base Rent. Commencing on the Commencement Date Subtenant will pay to
Sublandlord as rent, without deduction, setoff, notice, or demand to Sapient
Corporation, c/o MacMunnis, Inc., 0000 Xxx Xxx., Xxxxx 000, Xxxxxxxx, XX 00000,
or to any other place Sublandlord designates by written notice to Subtenant,
Monthly Base Rent in the following amounts in advance of the first day of each
month of the Term.
|
Lease
Year
|
Monthly
Base Rent
|
|||
|
1
|
$ | 30,591.60 | ||
|
2
|
$ | 31,509.35 | ||
|
3
|
$ | 32,454.63 | ||
|
4
|
$ | 33,428.27 | ||
|
5
|
$ | 34,431.12 | ||
|
6
|
$ | 35,464.05 | ||
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 will be prorated on a per diem
basis.
Cornerstone
OnDemand Sublease
January
31, 2006
5
(b)
Direct Expenses. Commencing with the thirteenth calendar month following the
Commencement Date, Subtenant will pay to Sublandlord as additional rent the
Excess of Direct Expenses over Direct Expenses for calendar year 2006 allocable
to the Sublease Premises incurred during the Sublease Term. The Master Lease
provides for payment by Sublandlord of Direct Expenses on the basis of an
estimate. Sublandlord shall promptly provide Subtenant copies of the Estimate
Statement provided Sublandlord by Master Landlord under the Master Lease along
with a calculation, based upon square footage, of the portion of the estimate to
be paid by Subtenant. This estimated additional rent will be payable as and when
Estimated Direct Expenses are payable by Sublandlord to Master Landlord.
Similarly, Sublandlord shall promptly provide Subtenant copies of the Statement
provided Sublandlord by Master Landlord under the Master Lease along with a
calculation, based upon square footage, of any adjustment between estimated and
actual Direct Expenses. As such adjustments are made under the Master Lease, the
obligations of Sublandlord and Subtenant will be adjusted in the same manner and
paid as and when such adjustments are payable by Sublandlord to Master Landlord
under the Master Lease. If this adjustment occurs after the expiration or
earlier termination of the Term, the obligations of Sublandlord and Subtenant
under this Subsection will survive this expiration or termination. Sublandlord
will, on request by Subtenant, furnish Subtenant with copies of all statements
submitted by Master Landlord of the actual or estimated Direct Expenses during
the Term.
(c)
Additional Costs and Expenses. Subtenant will pay to Sublandlord (or directly to
Master Landlord upon Master Landlord’s request and Sublandlord’s consent
thereto) as additional rent, any and all sums charged or due Master Landlord or
Sublandlord for overstandard Subtenant use of services and utilities provided to
the Sublease Premises, and as requested by Subtenant for associated Common
Areas, in accordance with the terms of the Master Lease incurred by Subtenant
during the Sublease Term. Subtenant shall pay such overstandard expenses ten
(10) days after Subtenant receives an invoice therefore. Overstandard charges
paid by Sublandlord for Sublandlord’s server room (located on the fifth floor of
the Building) shall be paid by Sublandlord and not Subtenant.
(d)
Abated Rent. Provided Subtenant is not in Default under this Sublease, Subtenant
shall be entitled to an abatement of Monthly Base Rent in the first, second,
third, fourth, fifth, sixth, thirteenth and twenty-fifth Sublease Months (the
“Abated Monthly Base Rent”). If Subtenant Defaults at any time during the
Sublease Term, and any notice for such Default references the potential loss of
Abated Rent and is addressed to Subtenant’s Chief Executive Officer in addition
to the parties listed in Section 12 below, then a proportion of the Abated
Monthly Base Rent shall immediately become due and payable (“Forfeited Abated
Rent”). For purposes of this Sublease, Forfeited Abated Rent shall be calculated
by multiplying the sum of all Abated Monthly Base Rent provided for under this
Section 5(d) for the entire Sublease Term, multiplied by the number of remaining months
in the Sublease Term following the Default which results in such forfeit, and
divided over the total number of months in the Sublease Term. The payment by
Subtenant of the Forfeited Abated Monthly Base Rent in the event of a Default
shall not limit or affect any of Sublandlord’s other rights or remedies
available to Sublandlord pursuant to this Sublease or at law or in equity. Only
Monthly Base Rent shall be abated, and all Additional Rent and
other costs and charges specified in this Sublease shall remain due and payable
pursuant to the provisions of this Sublease.
Cornerstone
OnDemand Sublease
January
31, 2006
6
(e) Upon
the Commencement Date of this Sublease by Subtenant, Subtenant shall deliver to
Sublandlord the amount due for the first month’s rent hereunder, provided such
amount shall be applied to the first month of rent due and which has not been
abated pursuant to Section 5(d) above.
Section
6. Letter of Credit
Security Deposit. Subtenant agrees that within five (5) business days of
Subtenant’s execution of this Sublease, Subtenant shall deposit with Sublandlord
and maintain throughout the Sublease Term as a security deposit (the “Security
Deposit”) an irrevocable standby letter(s) of credit, totaling One Hundred
Eighty-five Thousand Dollars ($185,000) in form and substance and issued by
bank(s) reasonably acceptable to Sublandlord naming Sublandlord as beneficiary
in the following cumulative amounts on or before the following
respective dates:
|
Date
|
Sum of Letter(s) of Credit
Deposited
|
|||
|
Upon
Lease Execution
|
$ | 46,250 | ||
|
Six
(6) Months After the Commencement Date
|
$ | 92,500 | ||
|
Twelve
(12) Months After the Commencement
Date
|
$ | 185,000 | ||
(the
“Letter of Credit”). The Security Deposit will secure the full and faithful
performance of each and every provision of this Sublease to be performed by
Subtenant. If Subtenant fails to pay rent or other charges when due under this
Sublease, or to perform any of Subtenant’s obligations under this Sublease, or
if Subtenant fails to renew the Letter of Credit at least thirty (30) days
before its expiration, Sublandlord shall have the absolute right to draw down
all or any portion of the Letter of Credit on Sublandlord’s sworn statement of
any such failure by Subtenant for the payment of any rent or other amount then
due and unpaid, or to hold as a cash Security Deposit for the payment of any
other sum for which Subtenant may become obligated, or for any loss sustained by
Sublandlord as a result of Subtenant’s failure. If Sublandlord does apply the
Security Deposit, Subtenant must within ten (10) days written demand either
replenish the Letter of Credit or cause a new letter of credit to be issued in
the full amount of the Letter of Credit as required hereunder (in either case,
less the amount of any cash security deposit held and not applied by
Sublandlord). Subtenant acknowledges that Sublandlord has the right to transfer
its interest in the Sublease and Subtenant agrees that in the event of any such
transfer, Sublandlord shall have the right to transfer or assign the
Sublandord’s interest in the Letter of Credit to the transferee or mortgagee. In
the event of such transfer, Subtenant shall be responsible for any transfer fees
imposed by the issuing bank, and Subtenant shall look solely to such transferee
or mortgagee for the return of the Letter of Credit. The Sublease Security
Deposit shall be maintained by Sublandlord and returned under the same terms and
conditions as provided under Section 21.1 of the Master Lease, as incorporated
pursuant to Section 9 hereof. Subtenant hereby waives the provisions of Section
1950.7 of the California Civil Code, and all other provisions of law, now or
hereafter in force, which provide that Sublandlord may claim from a security
deposit only those sums reasonably necessary to remedy defaults in the payment
of rent, to repair damage caused by Subtenant or to clean the Sublease Premises;
it being agreed that Sublandlord may, in addition, claim those sums reasonably
necessary to compensate Sublandlord for any other loss or damage, foreseeable or
unforeseeable, caused by the act or omission of Subtenant or any officer,
employee, agent or invitee of Subtenant.
Cornerstone
OnDemand Sublease
January
31, 2006
7
Section
7. Use of Premises. Use of Sublease Premises. The Sublease Premises will be used
and occupied solely for the “Permitted Use” as set forth in Section 5.1 of the
Master Lease and for no other use or purpose.
Section
8. Assignment and Subletting. Subtenant will not assign this Sublease or further
sublet all or any part of theSublease Premises without the prior written consent
of Sublandlord and the Master Landlord as required under the Master Lease. In
addition, the parties agree that: (i) Subtenant shall not be entitled to any
Transfer Premium under Section 14.3 of the Master Lease; and (ii) Sublandlord
shall have the right under Section 14.4 of the Master Lease to terminate this
Sublease with respect to any portion of the Sublease Premises which Subtenant
seeks to Transfer regardless of the proposed sublease term or portion of the
Sublease Premises to be sublet.
Section
9. Other Provisions of the Master Lease.
(a)
Incorporation of Master Lease. All applicable terms and conditions of the Master
Lease are incorporated into and made a part of this Sublease as if Sublandlord
were the landlord, Subtenant the tenant, and the Sublease Premises the Master
Premises, and the Lease Term the Sublease Term, except for the following: (i)
Summary of Basic Lease Information, Sections 0, 0, 0, 0, 0, 0.0, 0, 0 ,0,
00, and 12; (ii) Sections 1.1.1, 1.3, 1.4, 1.5, 2.1, 2.2, 2.3,
Article 3, Article 4 (except as specifically incorporated pursuant to Section 5
above). Section 7.2, Article 8 (except to the extent specifically incorporated
herein under Section 3(b) above), Sections 14.3, 14.8, Article 21 (except
specifically as incorporated pursuant to Section 6), Article 22, Sections 23.1,
23.5, Article 25, Sections 29.14 and 29.20 of the Master Lease and (iii)
Exhibits A, C, D and F attached to the Master Lease. Subtenant assumes and
agrees to perform the tenant’s obligations under the Master Lease incorporated
herein during the Sublease Term to the extent that these obligations are
applicable to the Sublease Premises. However, the obligation to pay Monthly Base
Rent and Direct Expenses to Master Landlord under the Master Lease will be
considered performed by Subtenant to the extent and in the amount such rent and
expenses are paid to Sublandlord in accordance with Section 5 of this Sublease.
Subtenant will not commit or suffer any act or omission that will violate any of
the provisions of the Master Lease to the extent incorporated herein.
Sublandlord will exercise commercially reasonable efforts in attempting to cause
Master Landlord to perform its obligations under the Master Lease for the
benefit of Subtenant and Subtenant shall be afforded any abatement of rent
received from Master Landlord with respect to the Sublease Premises as a result
of a Master Landlord default. Notwithstanding the first sentence of this
paragraph 9(a), Sublandlord shall not be liable for the performance of the
obligations of the Master Landlord under the Master Lease (including, but not
limited to Master Landlord’s obligations under Articles 6, 11, 13 and 19.6 of
the Master Lease) except as may be specifically set forth in this Sublease. If
the Master Lease terminates, at the option of Master Landlord, this Sublease
will terminate and the parties will be relieved of any further liability or
obligation under this Sublease. However, if the Master Lease terminates as a
result of a default or breach by Subtenant under this Sublease or the Master
Lease, Subtenant will be liable to Sublandlord for the damage suffered as a
result of the termination. Regardless, if the Master Lease gives Sublandlord any
right to terminate the Master Lease in the event of the partial or total damage,
destruction, or condemnation of the Master Premises or the Building or Project
of which the Master Premises are a part, the exercise of this right by
Sublandlord will not constitute a default or breach hereunder.
Cornerstone
OnDemand Sublease
January
31, 2006
8
(b) Changes
in Calculation of Days. The following references to numbers of days in the
Master Lease are changed as follows with respect to the relationship between
Sublandlord and Subtenant:
|
|
(i)
|
In
Section 19.1.1 the phrase “five (5) business days” is changed to “three
business (3) days”.
|
|
|
(ii)
|
In
Section 19.1.2 the phrase “thirty (30) days” is changed to “twenty (20)
days”.
|
|
|
(iii)
|
In
Section 19.1.4 the phrase “fourteen (14) days” is changed to “ten (10)
days”
|
(c) Notwithstanding
the provisions of Section 8.1 of the Master Lease, Subtenant shall not make or
perform any Alteration without Sublandlord’s and Master Landlord’s prior written
consent. Subtenant shall further obtain the consent of Master Landlord prior to
the construction of any Alterations as required under Article 8 which
construction shall be at Subtenant’s sole cost and expense.
Section
10. Attorney Fees. If either party commences an action against the other in
connection with this Sublease, the prevailing party will be entitled to recover
costs of suit and reasonable attorney fees.
Section
11. Broker. Sublandlord and Subtenant each warrant that they have not dealt with
any real estate broker in connection with this transaction other than Xxxxxxxx
Xxxxx Xxxxx & Partners, LLC and Madison Partners representing Sublandlord
exclusively and CRESA Partners representing Subtenant exclusively. Sublandlord
shall pay the broker commission due Sublandlord’s broker under Sublandlord’s
separate agreement with Sublandlord’s broker which agreement provides for
payment of a commission to Subtenant’s broker as a cooperating broker through
agreement with Sublandlord’s broker. Sublandlord and Subtenant each agree to
indemnify, defend, and hold the other harmless against any damages incurred as a
result of the breach of the warranty contained in this
Sublease.
Cornerstone
OnDemand Sublease
January
31, 2006
9
Section
12. Notices. All notices and demands that may be required or permitted (other
than courtesy notices) by either party to the other will be in writing. All
notices and demands by the Sublandlord to Subtenant will be delivered: in
person, by nationally-recognized overnight courier service which obtains
confirmation of receipt (such as Federal Express) or by United States Mail,
postage prepaid, addressed; to the Subtenant at the Premises, and, prior to the
Commencement Date to the address in this Sublease below, or to any other place
that Subtenant may from time to time designate in a notice to the Sublandlord.
All notices and demands by the Subtenant to Sublandlord will be: in person, by
nationally recognized overnight courier service which obtains confirmation of
receipt (such as Federal Express) or by United States Mail, postage prepaid,
addressed to the Sublandlord at the address in this Sublease, and to any other
person or place that the Sublandlord may from time to time designate in a
written notice to the Subtenant.
|
To
Sublandlord:
|
Sapient
Corporation
|
|
|
00
Xxxxx Xxxxxx
|
|
|
Xxxxxxxxx,
XX 00000
|
|
|
Attn:
Controller
|
With copy
to:
|
|
Mackenzie
& Xxxxxxxxx LLP
|
|
|
Xxx
Xxxx Xxxxxx, Xxxxx 000
|
|
|
Xxx
Xxxxxxxxx, XX 00000
|
|
|
Attn:
Xxxx X. Xxxxxxxxx, Esq.
|
|
To
Subtenant:
|
Prior
to the Commencement Date
|
|
|
Cornerstone
OnDemand
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0000
Xxxxx Xxxx Xxxx., Xxxxx 000
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Xxxxx
Xxxxxx, XX 00000
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Attn:
Chief Financial Officer
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Following
the Commencement Date: The Sublease Premises, Attn: Chief Financial
Officer
In each
case (before and following the Commencement Date ) with copy to:
Xxxxx
Xxxxx, Esq.
Silver
& Xxxxxxxx, APLC
0000
Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx
Xxxxxxx, XX 00000-0000
Cornerstone
OnDemand Sublease
January
31, 2006
10
Section
13. Successors and Assigns. This Sublease will be binding on and inure to the
benefit of the parties to it, their heirs, executors, administrators, successors
in interest, and assigns.
Section
14. Attornment. If the Master Lease terminates, Subtenant, if requested, will
attorn to Master Landlord and recognize Master Landlord as Sublandlord under
this Sublease. However, Subtenant’s obligation to attorn to Master Landlord will
be conditioned on Subtenant’s receipt of a non-disturbance agreement in form and
substance reasonably acceptable to Subtenant.
Section
15. Right of First Offer. Sublandlord grants to Subtenant a right of first offer
to sublease that portion of the sixth (6th) floor of the Building adjacent to
the Premises and leased to Sublandlord under the Master Lease and shown in
attached Exhibit B-1 (the “Offer Space”) for a term expiring on the Expiration
Date. Sublandlord currently occupies the Offer Space. If Sublandlord should
elect to vacate and offer the Offer Space for sublet, subject to Master
Landlord’s exercise of its recapture rights under the Master Lease, Sublandlord
shall notify Subtenant of the terms under which Sublandlord intends to offer all
or any portion the Offer Space for sublease. Provided Subtenant is not then in
material default or breach of this Sublease, Subtenant shall have ten business
(10) days from receipt of Sublandlord’s notification in which to notify
Sublandlord, in writing, of its election to sublease the portion of the Offer
Space that is the subject of Sublandlord’s notice upon the terms and conditions
contained in Sublandlord’s notice and for a term expiring on the Expiration
Date. If Subtenant accepts Sublandlord’s offer, this Sublease shall be amended
to incorporate the Offer Space that is the subject of Sublandlord’s notice under
the terms and conditions contained in said Sublandlord’s notice for a term
expiring on the Expiration Date. Such amendment shall be subject to the approval
of the Master Landlord as provided in the Master Lease. Should Subtenant reject
or fail to timely respond to Sublandlord’s notice, or should Master Landlord
reject the proposed amendment to this Sublease, Subtenant’s Right of First Offer
as granted by this Section shall be extinguished with respect to the portion of
the Offer Space which was the subject of Sublandlord’s notice. The foregoing
notwithstanding, Sublandlord shall provide Subtenant with a second notice of
offer in the event the Offer Space is to be separately subleased to a third
party subtenant at a Base Rent (adjusted for any abated rent) which is more than
ten percent (10%) less than the Base Rent (adjusted for any abated rent) offered
to Subtenant in the initial Offer Notice. Subtenant shall have ten business (10)
days from receipt of Sublandlord’s notification to accept such terms as set
forth above, and thereafter Subtenant’s Right of First Offer shall forever be
extinguished. Nothing in this Section shall restrict Sublandlord’s right to
enter into a termination agreement with Master Landlord to terminate
Sublandlord’s obligations with respect to the Offer Space under the Master
Lease; nor shall Sublandlord be obligated to offer to sublease the Offer Space
in the event of any such agreement which substantially reduces or eliminates
Sublandlord’s obligations under the Master Lease.
Section
16. Entry. Sublandlord reserves the right to enter the Premises as provided in
the Master Lease after reasonable advance courtesy notice to Subtenant to
inspect the Premises or the performance by Subtenant of the terms and conditions
of this Sublease and to show the Sublease Premises to prospective subtenants. In
an emergency, no notice will be required for entry.
Cornerstone
OnDemand Sublease
January
31, 2006
11
Section
17. Late Charge and Interest. The late payment of any Rent will cause
Sublandlord to incur additional costs, including the cost to maintain in full
force the Master Lease, administration and collection costs, and processing and
accounting expenses. If Sublandlord has not received any installment of Rent
within five (5) days after that amount is due, Subtenant will pay five percent
(5%) of the delinquent amount, which is agreed to represent a reasonable
estimate of the cost incurred by Sublandlord. In addition, all delinquent
amounts will bear interest from the date the amount was due until paid in full
at a rate per annum equal to the Default Interest Rate. Sublandlord and
Subtenant recognize that the damage Sublandlord will suffer in the event of
Subtenant’s failure to pay this amount is difficult to ascertain and that the
late charge and interest are the best estimate of the damage that Sublandlord
will suffer. If a late charge becomes payable for any three (3) installments or
Rent within any twelve (12) month period, the Rent will automatically become
payable quarterly in advance.
Section
18. Entire Agreement. This Sublease and the Master Lease sets forth all the
agreements between Sublandlord and Subtenant concerning the Premises, and there
are no other agreements either oral or written other than as set forth in this
Sublease.
Section
19. Time of Essence. Time is of the essence in this Sublease.
Section
20. Consent by Master Landlord. THIS SUBLEASE WILL HAVE NO EFFECT AFTER THE
NINETIETH (90)TH
DAY FOLLOWING THE DATE FIRST SET FORTH ABOVE UNLESS CONSENTED TO BY MASTER
LANDLORD PRIOR TO THE EXPIRATION OF SUCH NINETY DAY PERIOD.
Section
21. Governing Law. This Sublease will be governed by and construed in accordance
with California law.
In
Witness Whereof, the parties have executed this Sublease as of the date first
set forth above.
Subtenant:
Cornerstone OnDemand, Inc., a Delaware corporation
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By:
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/s/
Xxxx Xxxxxx
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Its:
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CEO
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Sublandlord:
SAPIENT CORPORATION, a Delaware Corporation
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By:
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/s/
Xxxxx Xxxxx
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Xxxxx
Xxxxx
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||
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Its:
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Chief
Financial Officer
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Cornerstone
OnDemand Sublease
January
31, 2006
12
