Exhibit 10.2
MODIFICATION AND EXTENSION OF LEASE
AGREEMENT made as of the 6th day of August, 1999, by and between
ROYAL REALTY CORP., Agent for 733 Properties, Inc., a New York corporation, with
principal offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"LANDLORD" or the "OWNER") and OPUS 360 CORPORATION, a Delaware Corporation,
having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "TENANT").
STATEMENT OF FACTS
Pursuant to that certain Agreement of Lease (the "INTEGRATED
Lease"), dated December 27, 1983, The Xxxxx Building Corporation, as landlord,
leased to Integrated Resources, Inc. ("INTEGRATED"), as tenant, certain premises
in the building located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the
"BUILDING"). 733 Properties, Inc. is now the owner of the Building.
By sublease dated as of November 0000 (xxx "XX XXXXXXX SUBLEASE")
between Integrated, as sublandlord, and Go America Tours, Inc. ("GO America"),
as subtenant, a portion of the Premises leased to Integrated, consisting of a
portion of the 7th floor and identified as rooms 711-715, was subleased to Go
America.
Pursuant to certain agreements dated November 19, 1989 and January
22, 1990, Landlord and Go America agreed to be bound by the terms of the Go
America Sublease with the same effect as if Landlord were the Sublandlord
thereunder.
By agreement dated November 16, 1990, as amended by letter dated
December 3, 1990, between Xxx Xxxx Realty Corporation, as agent for Landlord,
and Go America, the subleased premises were expanded to include additional space
on the 7th floor (collectively with the original subleased space, the "ORIGINAL
PREMISES").
Pursuant to that certain Sublease dated as of October 31, 1996 by
and between Go America, as sublessor, and New Paradigm Software Corporation
("NEW PARADIGM"), as sublessee ("NEW PARADIGM SUBLEASE"), the Original Premises
was subleased to New Paradigm. New Paradigm subsequently assigned the New
Paradigm Sublease (as so assigned, the "LEASE") to Xxxx Peak Technologies, Inc.
(now known as USWeb Network Solutions Corporation, "USWeb"), pursuant to an
Assignment and Assumption of Sublease effective as of August 15, 1997.
By Surrender and Termination of Lease made as of February 20, 1998
the Go America Sublease was terminated. By Recognition and Amendment of Sublease
Agreement (the "RECOGNITION AGREEMENT") made as of February 20, 1998, Landlord
recognized USWeb's rights under the Lease and USWeb agreed to be bound to
Landlord under the Lease with the same effect as if Landlord were the sublessor
under the Lease (except as set forth in the Recognition Agreement).
By Modification of Lease dated as of August 10, 1998, Landlord and
USWeb added Room 1700-15 of the Building (the "PREMISES") to the Original
Premises (the Lease, as so modified, the "MODIFIED LEASE"). As of March 31,
1999, USWeb, with Landlord's consent, assigned the Modified Lease to USWeb
Corporation, d/b/a USWeb/CKS ("USWEB/CKS") and, commencing April 1, 1999,
USWeb/CKS subleased the Premises to Tenant. The term of the Modified Lease
currently expires on August 29, 1999, but Landlord and Tenant wish to extend the
term of Tenant's occupancy of the Premises on the terms, covenants, conditions
and provisions hereinafter provided.
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NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of
which are hereby mutually acknowledged, Landlord and Tenant hereby agree as
follows:
1. NEW LEASE.
Effective from and after August 30, 1999 (the "Effective
Date") through and including November 30, 1999 (the "Term"), Landlord shall
lease to Tenant and Tenant shall lease from Landlord the Premises on all the
same terms and conditions as apply to the Premises under the Modified Lease,
except as set forth herein (the Modified Lease as modified by this Agreement,
the "New Lease"). Such terms include, without limitation, the payment of annual
fixed rent by Tenant in the amount of Three Hundred Thirteen Thousand Eight
Hundred Thirty-Seven and 44/100 Dollars ($313,837.44) per annum ($26,153.12 per
month). Tenant acknowledges that it has received and read the Modified Lease.
Notwithstanding the foregoing, the parties acknowledge that the Premises are
currently subject to the Modified Lease, which is between Landlord and USWeb/CKS
and agree that, if on the Effective Date USWeb/CKS continues to claim any right
to the Premises under the Modified Lease, Landlord shall have no liability to
Tenant for failure to deliver the Premises or otherwise arising from such claims
so long as Landlord is diligently pursuing its remedies against USWeb/CKS.
2. MODIFICATION OF LEASE TERMS.
(a) Notwithstanding anything contained in the Modified Lease
to the contrary, if the Premises are not surrendered at the end of the Term or
any sooner expiration of the New Lease, Tenant hereby indemnifies Landlord from
and against all loss, cost, liability, claim, damage and expense (including,
without limitation, reasonable attorneys' fees) resulting from delay by Tenant
in so surrendering the Premises and Tenant, at the option of Landlord,
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shall be deemed to be occupying the Premises as a tenant from month-to-month, at
a monthly rental equal to two times the Rent payable during the last month of
the term of the New Lease and subject to all of the other terms of the New Lease
insofar as the same are applicable to a month-to-month tenancy. Tenant's
obligations under this paragraph (a) shall survive the termination of the New
Lease.
(b) Notwithstanding anything contained in the Modified Lease
to the contrary, Landlord and its agents shall have the right from and after the
date hereof to enter the Premises, during business hours and upon reasonable
prior notice, for the purpose of showing the same to prospective tenants. So
long as Landlord or its agent has provided prior notice to Tenant, if Tenant is
not present to open and permit an entry into the Premises, Landlord or
Landlord's agents may enter the same by master key and, provided reasonable care
is exercised to safeguard Tenant's property, such entry shall not render
Landlord or its agents liable therefor, nor in any event shall the obligations
of Tenant hereunder be affected.
3. BROKER.
Tenant and Landlord covenant, warrant and represent to each
other that no conversations or negotiations were had with any broker or finder
other than Baseline Brokerage, Inc. (the "Broker") concerning this Agreement.
Tenant and Landlord agree to defend, save and hold the other harmless from and
against any claims for a brokerage commission, finder's fee or similar
compensation and against any liability (including reasonable attorneys' fees and
disbursements in connection with defending any action or proceeding and also in
connection with enforcing this indemnification provision against the other)
arising out of any conversation or negotiations had by Tenant and Landlord, as
the case may be, with any broker or finder other than the Broker concerning this
Agreement. In reliance on the foregoing representation,
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Landlord shall pay the brokerage commission, if any, to the Broker pursuant to
separate agreement.
4. AS-IS: PREPARATION OF THE PREMISES.
Notwithstanding anything contained herein or in the Modified
Lease or any other document to the contrary, Tenant acknowledges that it is
currently occupying the Premises, is fully familiar with the condition thereof,
and agrees to take possession thereof on the Effective Date in their present
"as-is" condition. Landlord shall not be required to perform any alterations or
decorations or furnish any materials in order to suit them for Tenant's
occupancy.
5. MISCELLANEOUS.
(a) Except as otherwise provided herein, all of the terms,
covenants, conditions and provisions of the Modified Lease shall remain and
continue unmodified, in full force and effect and binding upon the parties
hereto, their heirs, administrators, executors, respective legal
representatives, successors and permitted assigns.
(b) Notwithstanding any provision to the contrary, if on the
date of this agreement or the Effective Date there is a default under the
Modified Lease by reason of Tenant's action or inaction beyond any applicable
grace or cure period, then Landlord, at its sole option, may terminate this
Agreement within five (5) days after the Effective Date and, upon such
termination, this Agreement shall be of no force and effect.
(c) This Agreement may not be changed, modified, discharged,
cancelled or waived orally, or in any manner other than by an agreement in
writing signed by the parties hereto.
(d) Unless the text of this Agreement shall indicate
otherwise, the defined terms used herein shall have the meanings ascribed to
such terms in the Modified Lease.
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(e) This Agreement is submitted to Tenant on the understanding
that it shall not be considered an offer and shall not bind Landlord or Tenant
in any way until (i) Tenant has duly executed and delivered to Landlord
duplicate originals of this Agreement and (ii) Landlord has executed and
unconditionally delivered one of said originals to Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement
as of the day and year first above written.
LANDLORD:
ROYAL REALTY CORP., Agent
By: ______________________________________
President
TENANT:
OPUS 360 CORPORATION
By: ______________________________________
Name: Xxx Xxxxxxxx
Title: CEO
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XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On August 6, 1999, before me personally came Xxxxxxx Xxxxx to me
known, who, being by me duly sworn, did depose and say that he resides in New
York, New York; that he is the President of ROYAL REALTY CORP. the corporation
described in and which executed the above instrument as Landlord; and that he
signed his name thereto by order of the Board of Directors of said corporation.
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NOTARY PUBLIC
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On July 23, 1999, before me personally came Xxx Xxxxxxxx to me
known, who, being by me duly sworn, did depose and say that he resides at 000 X.
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; that he or she is the CEO of OPUS 360
CORPORATION, the corporation described in and which executed the above
instrument as Tenant; and that he or she signed his or her name thereto by order
of the Board of Directors of said corporation.
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NOTARY PUBLIC
