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EXHIBIT 10.8
[CB COMMERCIAL LOGO] SUBLEASE
CB COMMERCIAL REAL ESTATE GROUP, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
1. PARTIES.
This Sublease, dated December 16, 1997, is made between Road Runner Sports,
Inc. ("Sublessor"), and C2i Solutions, Inc. ("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated February 16, 1993,
wherein First Security Mortgage ("Lessor") leased to Sublessor the real
property located in the City of San Diego, County of San Diego, State of
California, described as approximately 52,648 square feet in two (2)
freestanding buildings located at 6138 and 6150 Xxxxx Xxxxx Drive ("Master
Premises"). Said lease has been amended by the following amendments: the
initial addendum to Master Lease and the Second Addendum to Master Lease;
said lease and amendments are herein collectively referred to as the
"Master Lease" and are attached hereto as Exhibit "A".
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 12,373 square feet located on the second floor
of 0000 Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000.
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 or 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 any of the provisions of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on January 15, 1998 ("Commencement
Date"), or when Lessor consents to this Sublease (if such consent is
required under the Master Lease), whichever shall last occur, and end on
July 14, 1998 ("Termination Date"), unless otherwise sooner terminated in
accordance with the provisions of this Sublease. In the event the Term
commences on a date other than the Commencement Date, Sublessor and
Sublessee shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession of the Premises ("Possession") shall
be delivered to Sublessee on the commencement of the Term. If for any
reason Sublessor does not deliver Possession to Sublessee on the
commencement of the Term, Sublessor shall not be subject to any liability
for such failure, the Termination Date shall not be extended by the delay,
and the validity of this Sublease shall not be impaired, but rent shall
xxxxx until delivery of Possession. Notwithstanding the foregoing, if
Sublessor has not delivered Possession to Sublessee within thirty (30) days
after the Commencement Date, then at any time thereafter and before
delivery of Possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall set forth
an effective date for such cancellation which shall be at least ten (10)
days after delivery of said notice to Sublessor. If Sublessor delivers
Possession to Sublessee on or before such effective date, this Sublease
shall remain in full force and effect. If Sublessor fails to deliver
Possession to Sublessee on or before such effective date, this Sublease
shall be cancelled, in which case all consideration previously paid by
Sublessee to Sublessor on account of this Sublease shall be returned to
Sublessee, this Sublease shall thereafter be of no further force or effect,
and Sublessor shall have no further liability to Sublessee on account of
such delay or cancellation. If Sublessor permits Sublessee to take
Possession prior to the commencement of the Term, such early Possession
shall not advance the Termination Date and shall be subject to the
provisions of this Sublease, including without limitation the payment of
rent.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent,
without deduction, setoff, notice, or demand, at 0000 Xxxxx Xxxxx
Xxxxx, Xxx Xxxxx, XX 00000 Attention: Xxxx Xxxx or at such other place
as Sublessor shall designate from time to time by notice to Sublessee,
the sum of Twelve Thousand Nine Hundred Ninety-One and 66/100 Dollars
($12,991.66) per month, in advance on the first day of each month of
the Term. Sublessee shall pay to Sublessor upon execution of this
Sublease the sum of Nineteen Thousand Four Hundred Eighty-Seven and
47/100 Dollars ($19,487.47) as rent for all of January and all of
February, 1998. 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. Additional provisions: N/A.
6.2 Operating Costs. If the Master Lease requires Sublessor to pay to
Lessor all or a portion of the expenses of operating the building
and/or project of which the Premises are a part ("Operating Costs"),
including but not limited to taxes, utilities, or insurance, then
Sublessee shall pay to Sublessor as additional rent N/A percent (__%)
of the amounts payable by Sublessor for Operating Costs incurred
during the Term. Such
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additional rent shall be payable as and when Operating Costs are
payable by Sublessor to Lessor. If the Master Lease provides for the
payment by Sublessor of Operating Costs on the basis of an estimate
thereof, then as and when adjustments between estimated and actual
Operating Costs are made under the Master Lease, the obligations of
Sublessor and Sublessee hereunder shall be adjusted in a like manner;
and if any such adjustment shall occur after the expiration or earlier
termination of the Term, then the obligations of Sublessor and
Sublessee under this Subsection 6.2 shall survive such expiration or
termination. Sublessor shall, upon request by Sublessee, furnish
Sublessee with copies of all statements submitted by Lessor of actual
or estimated Operating Costs during the Term.
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Twelve Thousand Nine Hundred Ninety-One and 65/100 Dollars
($12,991.65) as security for Sublessee's faithful performance of
Sublessee's obligations hereunder ("Security Deposit"). If Sublessee fails
to pay rent or other charges when due under this Sublease, or fails to
perform any of its other obligations hereunder, Sublessor may use or apply
all or any portion of the Security Deposit for the payment of any rent or
other amount then due hereunder and unpaid, for the payment of any other
sum for which Sublessor may become obligated by reason of Sublessee's
default or breach, or for any loss or damage sustained by Sublessor as a
result of Sublessee's default or breach. If Sublessor so uses any portion
of the Security Deposit, Sublessee shall, within ten (10) days after
written demand by Sublessor, restore the Security Deposit to the full
amount originally deposited, and Sublessee's failure to do so shall
constitute a default under this Sublease. Sublessor shall not be required
to keep the Security Deposit separate from its general accounts, and shall
have no obligation or liability for payment of interest on the Security
Deposit. In the event Sublessor assigns its interest in this Sublease,
Sublessor shall deliver to its assignee so much of the Security Deposit as
is then held by Sublessor. Within ten (10) days after the Term has expired,
or Sublessee has vacated the Premises, or any final adjustment pursuant to
Subsection 6.2 hereof has been made, whichever shall last occur, and
provided Sublessee is not then in default of any of its obligations
hereunder, the Security Deposit, or so much thereof as had not theretofore
been applied by Sublessor, shall be returned to Sublessee or to the last
assignee, if any, of Sublessee's interest hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for office, engineering and
other general office uses, and for no other use or purpose.
9. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any part
of the Premises without the prior written consent of Sublessor (and the
consent of Lessor, if such is required under the terms of the Master
Lease).
10. OTHER PROVISIONS OF SUBLEASE.
All 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, except for the following: except that this Sublease, and not the
Master Lease, shall determine and control the area and location of the
premises demised to Sublessee, the term of the Sublease, the rental payable
hereunder, and the number of parking spaces granted to Sublessee. Further,
Sublessee acknowledges the effect of the second addendum cancelling
Sublessor's rights under paragraph 4, 5, 6 and 7 of the initial addendum to
the Master Lease. 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 or 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.
11. ATTORNEYS' FEES.
If Sublessor, Sublessee, or Broker 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 costs of suit and reasonable
attorney's fees.
12. AGENCY DISCLOSURE.
Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except: CB
COMMERCIAL REAL ESTATE GROUP, INC., who represents Road Runner Sports,
Inc. and Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx of CB Commercial Real Estate
Group, Inc., who represents C2i Solutions, Inc. In the event CB COMMERCIAL
REAL ESTATE GROUP, INC. represents both Sublessor and Sublessee, Sublessor
and Sublessee hereby confirm that they were timely advised of the dual
representation and that they consent to the same, and that they do not
expect said broker to disclose to either of them the confidential
information of the other party.
13. COMMISSION.
Upon execution of this Sublease, and consent thereto by Lessor (if such
consent is required under the terms of the Master Lease), Sublessor shall
pay Broker a real estate brokerage commission in accordance with
Sublessor's contract with Broker for the subleasing of the Premises, if
any, and otherwise in the amount of per agreement Dollars ($____), for
services rendered in effecting this Sublease. Broker is hereby made a third
party beneficiary of this Sublease for the purpose of enforcing its right
to said commission.
14. 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 hereinbelow, or to such other place as Sublessee may
from
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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: Road Runner Sports, Inc., 0000 Xxxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000
To Sublessee: C2i Solutions, Inc., 0000 Xxxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000
15. CONSENT BY LESSOR.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR
WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER
THE TERMS OF THE MASTER LEASE.
16. COMPLIANCE.
The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and
The Americans With Disabilities Act.
Sublessor: Road Runner Sports, Inc. Sublessee: C2i Solutions, Inc.
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By: [SIG] By: [SIG]
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Title: CFO Title: Vice President, Finance - CFO
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By: By:
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Title: Title:
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Date: 3/13/98 Date: 3/12/98
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LESSOR'S CONSENT TO SUBLEASE
The undersigned ("Lessor"), lessor under the Master Lease, hereby consents to
the foregoing Sublease without waiver of any restriction in the Master Lease
concerning further assignment or subletting.
Lessor: LIMAC REALTY CORP #13
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By: [SIG]
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Title: S.V.P.
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By:
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Title:
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Date:
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CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the legal
sufficiency or tax consequences of this document or the transaction to which it
relates. These are questions for your attorney.
In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other person,
with experience in evaluating the condition of the property, including the
possible presence of asbestos, hazardous materials and underground storage
tanks.
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ADDENDUM
This Addendum by and between Road Runner Sports, Inc. ("Sublessor") and C2i
Solutions, Inc. ("Sublessee"), modifies the terms and condition of the Master
Lease Agreement dated February 16, 1993 as follows:
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1. PREMISES/OCCUPANCY SCHEDULE/TERM AND COMMENCEMENT:
December 15, 1997 through January 14, 1998 -- Early Occupancy Period
(vacant area only) no rent;
January 15, 1998 through July 14, 1998 -- 12,373 square feet located on and
representing the entire second floor of 6138 Xxxxx Xxxxx Drive (Total
Square Feet Occupied: Approximately 12,373).
2. TERM OF THE SUBLEASE: Six (6) month term and thereafter month-to-month
tenancy with the right to cancel by either party with thirty (30) days
notice after July 14, 1998.
3. PREMISES CONDITION: Sublessor to perform minor repairs, including, but not
limited to, painting and patching of all interior demising walls, carpet
repair, cleaning, as well as HVAC, plumbing, electrical and all other base
building systems. Sublessee understands it is leasing Premises on an
"as-is" basis subject to Sublessor responsibilities contained in this
article.
4. TELEPHONE SYSTEM: Sublessor to provide twenty-five (25) direct dial lines
for Sublessee. Sublessee will be responsible for installation and
maintenance of network cabling.
5. MAIN LOBBY INGRESS/EGRESS: Sublessor to provide shared main lobby ingress
and egress to the Premises beginning December 16, 1997 and continuing
through the duration of the Sublease term. In addition, Sublessor will
share lobby conference rooms on a scheduled basis. Road Runner Sports will
have first right of use.
6. OPTION TO RENEW: Sublessee shall be granted two (2) three (3) month options
to renew the Sublease under the same terms and conditions with one (1)
month's prior written notice to Sublessor.
7. MAINTENANCE AND REPAIR: Sublessor shall maintain, repair, and replace all
the structural elements and exterior surfaces of the Premises including the
roof, roof membrane and roof covering, walls, concrete slab, footings,
electrical and plumbing exterior to the building at Sublessor's sole
expense, unless problems are directly related to Sublessee use,
improvements and/or caused by Sublessee's employees, agents or contractors.
8. SIGNAGE: Sublessee shall be granted standard sign rights for the subject
Premises. All costs associated with design, installation, permitting, and
removal of said signage shall be paid by Sublessee. Said signage shall be
mutually agreed upon between Landlord, Sublessor and Sublessee in
accordance with the sign criteria for the project and according to City of
San Diego codes and regulations.
9. PARKING: Sublessee shall receive two (2) reserved parking spaces in close
proximity to the main entrance of the subject Premises within the three per
one thousand (3:1,000) parking ratio not to exceed forty-two (42) spaces.
10. HAZARDOUS MATERIALS: The parties hereby expressly acknowledge that Broker
has made no independent determination or investigation regarding the
following: present or future use or zoning of the property; environmental
matters affecting the Property; the condition of the Property including,
but not limited to, structural, mechanical, and soils conditions as well as
issues surrounding hazardous wastes or substances; violations of the
Occupational Safety and Health Act or any other federal, state, county or
municipal laws, ordinances, or statutes; measurements of land and/or
buildings. Lessee agrees to makes its own investigation and determination
regarding such items. A real estate broker is qualified to advise on real
estate. If you desire legal advice, consult your attorney.
11. AMERICANS WITH DISABILITIES ACT: Owners or tenants of real property may be
subject to the Americans with Disabilities Act (ADA), a federal law
codified at 42 USC Section 12.101 et seq. Among other requirements of the
ADA that could apply to the Property, Title III of the Act requires owners
and tenants of "public accommodations" to remove barriers to access by
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ADDENDUM BETWEEN ROADRUNNER SPORTS, INC. AND C2i SOLUTIONS, INC.
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disabled persons and provide auxiliary aids and services for hearing,
vision, or speech impaired persons. The regulations under Title III of the
ADA are codified at 28 CFR Part 36. Broker recommends that you and your
attorney review the ADA and the regulations and, if appropriate, this Lease
to determine if this law would apply to you and the nature of the
requirements. These are legal issues. You are responsible for conducting
your own independent investigation of these issues.
12. CODE COMPLIANCE: The parties hereto agree to comply with all applicable
federal, state, and local laws, regulations, codes, ordinances, and
administrative orders having jurisdiction over the parties, the Property,
or the subject matter of this Lease including, but not limited to, the 1964
Civil Rights Act and all amendments thereto, the Foreign Investment in Real
Property Tax Act, the Comprehensive Environmental Response Compensation and
Liability Act, and The Americans With Disabilities Act.
13. LESSOR APPROVAL: This Sublease is subject to Lessor's approval which per
the Master Agreement may not be unreasonably withheld.
14. EXTRAORDINARY UTILITY COST: If it is determined that C2i Solutions' after
hours utilities consumption is deemed excessive by Sublessor, Sublessor
will impose a $35.00 per hour utility fee.
SUBLESSOR SUBLESSEE
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ROAD RUNNER SPORTS, INC. C2i SOLUTIONS, INC.
By: [SIG] By: [SIG]
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Date: 3/13/98 Date: 3/12/98
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