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EXHIBIT 10.11
NOVA COMMERCIAL REALTY, INC.
00000 Xxxxxx Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
SUBLEASE AGREEMENT
THIS SUBLEASE, executed this 16th day of December 1996, by and between National
Food Brokers Association, a District of Columbia Corporation (herein
"Sublessor") and CyberCash, Inc., a Delaware Corporation (herein "Sublessee").
WITNESSETH:
WHEREAS, Sublessor represents and warrants that it has leased the Premises
known as 0000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX. 00000 pursuant to a
certain Lease dated November 22, 1993 (the "Prime Lease") with lease expiration
on January 31, 2002, a copy of which is attached hereto as Exhibit B, and made
a part hereof; and
WHEREAS, Sublessor desires to sublease the Premises and Sublessee desires to
sublease such Premises upon the terms set forth below.
WHEREFORE, in consideration for the rents and covenants herein after contained,
it is agreed as follows:
1. PREMISES. Sublessee shall sublease a portion of the space on
the Fourth Floor of the Premises being Suite 400 (see space layout attached
hereto as Exhibit A), consisting of 1,040 rentable square feet commencing on or
about January 1, 1997 ("the Commencement Date") until January 31, 2000 (the
"Expiration Date"), subject to the Prime Lease and upon rentals, terms,
covenants, conditions and provisions, as set forth therein.
2. AGENTS. Sublessee and Sublessor acknowledge that Sublessee
was represented by NOVA Commercial Realty, Inc. Compensation for this
transaction shall be paid by the Sublessee per separate agreement.
3. SECURITY DEPOSIT. In addition to first months rent, with the
signing of this Sublease, Sublessee agrees to pay $1733.33 to Sublessor a
security deposit for the sublease Premises. Sublessee's security deposit for
the Sublease Premises will be refunded to Sublessee upon vacating of the
Premises at the end of Sublessee's lease term. Notwithstanding the above, the
Security Deposit shall be held by Sublessor as security for the full and
faithful performance by Sublessee of each of the provisions and obligations to
be observed and performed by Sublessee under this Sublease. If an event of
default shall occur, Sublessor may use, apply or retain all or any part of the
Security Deposit: (a) for the payment of any rent or other sum in
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default, (b) or the reasonable payment of any other amount which Sublessor may
spend or become obligated to spend by reason of Sublessee's default or (c) to
reasonably compensate Sublessor of any other loss, cost, or damage which
sublessor may suffer by reason of Sublessee's default or destruction of
property beyond "normal wear and tear." If any portion of the Security Deposit
is so used or applied, Sublessee shall, within (10) days after written demand
therefore, deposit cash with Sublessor in an amount sufficient to restore the
Security Deposit to its original amount. Sublessor's use, application or
retention of the Security Deposit or any portion thereof, shall not prevent
Sublessor from exercising any other right or remedy to which it may be entitled
at law or in equity.
4. REFUND OF SECURITY DEPOSIT. Within thirty (30) days after the
Expiration Date, Sublessor shall refund the Security Deposit without interest,
less any portions used, applied or retained in accordance with the provisions
of Section 3 to Sublessee provided: (a) Sublessee has vacated the Demised
premises, and (b) Sublessee is not in default under the Sublease or would not
be in default with the giving of any applicable notice and the expiration of
any applicable grace period.
5. RENT. Commencing January 1, 1997, Sublessee shall pay
Sublessor the following monthly full service base rent:
January 1 - December 31, 1997: $1,733.33 monthly
January 1 - December 31, 1998: $1,785.33 monthly
January 1 - December 31, 1999: $1,838.89 monthly
January 1 - January 31, 2000: $1,894.06 monthly
Option Period:
February 1 - December 31, 2000: $1,894.06 monthly
January 1 - December 31, 2001: $1,950.88 monthly
January I - January 31, 2002: $2,009.41 monthly
The rent shall be due and payable on the first day of each month without notice
or demand, abatement, reduction or setoff. If Sublessee initially occupies the
premises on any day other than the first day of the month, the rent will be
prorated accordingly. Sublessor acknowledges receipt of first month's rent
accompanying this Sublease. Sublessor warrants that Sublessor will pay the
rent due under the underlying Lease promptly to the end that the Lease shall
not be in default for non-payment of rent. If the rent is not paid to the
Landlord in a timely manner by Sublessor, Sublessee will have the right to make
monthly payments directly to the Landlord at Landlord's request. Commencing
January 1, 1998, Sublessee will also pay Sublessor's Operating Expense
increases on a pro-rata basis. The pro-rata share will be calculated based
upon Sublessee's 1,040 square feet divided by Sublessor's 13,307 square feet or
7.98 percent (.0798). Sublessor will provide Sublessee a copy of the Landlord's
invoice as verification of the charges.
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6. CONDITION OF SPACE. Sublessee hereby accepts the Premises as
of the date hereof, subject to all applicable zoning, municipal, county and
state laws, ordinances and regulations governing or regulating the use or
occupancy of the Premises, and accepts this Sublease subject thereto and to all
matters disclosed hereby and by any Exhibits attached hereto. Sublessee
acknowledges that neither Sublessor nor its agents have made any
representations or warranties as to the suitability of the Premises for the
conduct of Sublessee's business.
7. UNDERLYING LEASE. Each party hereto agrees to perform and
comply with the terms, provisions, covenants and conditions of the Prime Lease
and not to do or suffer or promote anything to be done that would result in a
default under or cause the Prime Lease to be terminated or forfeited.
Except as otherwise specifically provided herein, all terms,
conditions, covenants and provisions in the underlying Lease shall prevail.
This Sublease Agreement is contingent upon the approval of the Landlord, as
provided by the underlying Prime Lease. Sublessor represents to Sublessee that
the Prime Lease is in full force and that no default exists on the part of any
party to the Prime Lease.
8. TERMINATION. This Sublease shall terminate on January 31,
2000 subject to the Paragraph 18 (OPTION TO EXTEND) herein. If for any reason
the underlying Lease is terminated, this Sublease shall terminate as of the
date the underlying Lease terminated and the rent for that month shall be
pro-rated. Sublessor shall promptly provide to Sublessee a copy of any
notices, statements or other communications provided to Lessor by Sublessor, or
provided by Sublessor to Lessor which pertains to the Subleased Premises, if
and only if said notice(s), statements or communications involve Sublessee
and/or the Subleased premises.
9. DEFAULT. If the Sublessee shall default on fulfilling any
terms, covenants and agreements of the Prime Lease or Sublease and such default
is not remedied within fifteen (15) days after written notice from Sublessor,
Sublessor may give Sublessee three (3) days notice of Sublessor's intention to
terminate the Sublease and, at the end of said three (3) days, the term of the
Sublease shall expire with the same effect as if the date were the date
hereinabove set forth in the termination notice. Sublessee shall remain liable
to whatever extent it has already incurred liability until expiration of the
remaining term of this Sublease. If Sublessee shall fail to pay rent and any
other charges it has previously agreed to pay under the Prime Lease of Sublease
agreements, the Sublessor may (unless Sublessee shall cure such default within
five (5) days after receiving written notice thereof from Sublessor), exercise
the remedies of the Landlord set forth in the Prime Lease and Sublessee shall
be liable to extent provided therein.
10. NOTICES. Any notices or demands to be given pursuant to the
Prime Lease or the Sublease shall be sent to Sublessor at: National Food
Brokers Association, 0000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000; or at
such address as they may give other party, and to Sublessee at: 0000 Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000; or such other address as they may give
the other party. Notice required or permitted to be given under this Sublease,
including any change of address for purpose of giving notice, shall be in
writing, and shall be
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given by personal delivery, or by certified mail, return receipt requested, or
by commercial overnight courier, in each case addressed to the party to whom
said notice is given at the address of said party indicated next to each
party's signature at the end of this Sublease.
11. LATE RENT. In the event Sublessee has not paid its rent by
the 5th of the month, Sublessor shall be entitled to collect a late charge of
five percent (5%) per month or fraction of a month that the rent remains
unpaid.
12. INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE.
(a) Sublessor and Sublessee shall indemnify and save the other
harmless from and against any loss as a consequence of the death or personal
injury of any person or property which death, personal injury or damage to
property is incurred by it or its patrons, agents, employees or invites, in or
in connection with the use of the Premises or building or any property of
Sublessor or Sublessee located on the Premises or in the Building.
(b) Sublessee shall at all times during the term of this
Sublease keep in force, at its own expense, public liability and property
damage insurance in companies acceptable to Sublessor, naming as insured both
Sublessor and Sublessee (and containing provisions requiring ten (10) days
advanced notice to Sublessor of any cancellation or modification thereof), with
minimum limits of one million dollars ($1,000,000.00) on account of bodily
injuries to or death or one or more than one person as a result of any one
accident or disaster and five hundred thousand dollars ($500,000.00) on account
of damage to property.
(c) Sublessee shall further deposit the policy or policies of
such insurance or certificate thereof with Sublessor prior to occupancy of the
premises.
13. SUBLESSOR OBLIGATIONS. Notwithstanding anything which may be
construed otherwise in this Sublease agreement, this Sublease in no way
releases Sublessor of any obligations which it has already agreed to meet in
the Prime Lease Agreement.
14. USE OF THE PREMISES
(a) The Premises shall be used and occupied only for general
office purposes, and for no other purpose.
(b) Sublessee shall, at its sole cost and expense, promptly
comply with all applicable statues, ordinances, rules,
regulations, orders, restrictions of record, and requirements
with respect to the Premises and Sublessee's use and occupancy
thereof in effect at any time during the term of this
Sublease. Sublessee shall not use or permit the use of the
Premises in any manner that will tend to create waste or a
nuisance, or, if there shall be more than one tenant of the
building containing the Premises, which shall tend to disturb
the other tenants.
(c) Sublessee shall not be permitted to assign or sublease the
premises during the Sublease term without Sublessor's
permission. The Sublease if approved will be done in
accordance with the provisions of the Prime Lease.
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15. ATTORNEY'S FEES. If either Sublessor or Sublessee brings any action
or proceeding, whether legal, equitable or administrative, to enforce rights
and obligations under this Sublease, or to declare rights hereunder, the
prevailing party in any such action or proceeding shall be entitled to recover
from the other party reasonable attorney's fees and costs of suit, in addition
to any other relief allowed by the court.
16. ADDITIONAL PROVISIONS.
(a) This Sublease incorporates all agreements of the parties with
respect to the subject matter hereof, and supersedes all prior
agreements and understandings of the parties, whether oral or written,
pertaining to the subject matter hereof.
(b) This Sublease may be modified or amended only by an instrument in
writing, executed by both parties in interest hereunder.
(c) This Sublease shall be governed by and construed in accordance
with the Prime Lease and the laws of the Commonwealth of Virginia. If
any term or provision of this Sublease is found by a court of
competent jurisdiction to be void or unenforceable, such term or
provision shall be deemed severed from the remainder of the terms and
provisions of this Sublease, and said remainder shall remain in full
force and effect, according to its terms, to the extent permitted by
law.
(d) Sublessor has advised Sublessee that it cannot guaranty Sublessee
any extension of the term, rights to the Sublease Premises, or rental
rate beyond the Sublease Expiration Date. Sublessor will, however,
ask that Landlord consider Sublessee as a Prime Tenant for the
Building in its proposed Premises at its current rental rate at the
conclusion of its Sublease term if Sublessee has performed in
accordance with the Sublease Agreement. Sublessor acknowledges that
it has no control over the Landlord's response to this request.
17. IMPROVEMENTS. Sublessee will take the space in its "as-is" condition.
Sublessee will modify access to the space by removing the Sublessor's entrance
to the Premises from the Sublessor's suite and installing a door into the space
from Sublessee's adjacent suite. Sublessor will permit Sublessee access to its
suite 400 to construct the improvements. All work will comply Landlord's
requirements and the applicable life/safety and building codes and will match
the existing finishes. In the event Sublessee does not elect to extend the
lease pursuant to paragraph 18 below, Sublessee agrees to remove its
improvements and restore the Premises to its previous condition.
18. OPTION TO EXTEND. Sublessee's lease on its adjacent space (Suite 430)
expires January 31, 2000 but may be extended by mutual agreement between the
Prime Landlord and Sublessee until the Sublessor's termination date (January
31, 2002). In the event Sublessee elects to extend its original lease with the
Prime Landlord, Sublessor will permit Sublessee to extend the term of this
Sublease Agreement with ninety days prior written notice under the same terms
and conditions at the rental rate proposed in
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Paragraph 5 (Rent) herein.
IN WITNESS WHEREOF, the Sublessor and Sublessee have executed this
Sublease Agreement on the dates set forth below, to be effective as of
the date first set forth above.
SUBLESSOR: National Food Brokers Association
By: /s/ XXXXXX X. SMOLSKES Date: 12/16/96
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Signature
Xxxxxx X. Smolskes
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Please Print Name Witness
SUBLESSEE: CyberCash, Inc.
By: /s/ X.X. XXXXXX Date: 12-16-96
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Signature
X.X. Xxxxxx
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Please Print Name Witness
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