EXHIBIT 10.9
SUBLEASE
THIS SUBLEASE ("Sublease") is made this 13th day of May, by and between
XXXXXX HALF INTERNATIONAL INC., a Delaware Corporation ("Sublessor") and CENTRA
SOFTWARE ("Sublessee").
RECITALS
Pursuant to Lease dated June 23, 1983, as amended by First Amendment to Lease
dated November 7,1989, Second Amendment to Lease dated April 1, 1991, Third
Amendment to Lease dated March 29, 1993 and Fourth Amendment to Lease dated
January 9, 1994 as so amended (the "Original Lease").
Sublessor desires to sublease to Sublessee the entire Premises, as shown on
Exhibit "A", attached hereto and made a part hereof, containing approximately
3,009 sq. ft., in the building located at 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxxxxx on the terms, covenants and conditions hereinafter
provided ("Subleased Promises").
NOW, THEREFORE, in consideration of the Premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sublessor and Sublessee covenant and agree as follows:
1. PREMISES
Sublessor subleases to Sublessee and Sublessee hereby hires and subleases from
Sublessor, the Subleased Premises which the parties acknowledge and agree
contain approximately 3,009 rentable square fee for all purposes under the
Sublease.
2. TERM
The term ("Term") of this Sublease shall be for a period of two (2) years and
nine (9) months and shall commence on June 1, 1997 ("Commencement Date") and
shall expire March 1, 2000 ("Expiration Date"), unless renewed or sooner
terminated by reason or pursuant to any provisions set forth herein or in the
Original Lease. Sublessor grants Sublessee access to the Subleased Premises
prior to The Commencement Date in order to install Sublessee's telephone
equipment, furniture, office equipment and other personal property in the
Subleased Premises. Such early access to the Subleased Premises shall be upon
all the terms and conditions contained in the Original Lease and this Sublease,
except that Sublessee shall not be obligated to pay any Sublease Rent or
additional rent during said period prior to the Commencement Date.
. RENT
Sublessee: agrees to pay to Sublessor for the use and occupancy of the Subleased
Premises the, base monthly rent of $6,119.02 per month for the twelve (12) month
period beginning on January 1, 1998, and $7,156.28 per month for the fourteen
(14) month period beginning on
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January 1, 1999. The base monthly rent is payable in advance commencing on June
1, 1997, ("Rent Commencement Date"). The base monthly rent is payable the first
of the month and in advance directly to the Xxxxxx Half International Inc. with
offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 0, Xxxxxxxxxx, XX 00000-0000.
4. LETTER OF CREDIT
Sublessee shall provide to Sublessor a Letter of Credit upon execution of this
Sublease. The Letter or Credit shall be in the sum of $6,000. The Letter of
Credit will self-renew every three (3) months until the Expiration Date.
5. ADDITIONAL RENT
During the entire Term, Sublessee shall pay Sublessor, as additional rent for
the Subleased Premises, the monthly amounts that Sublessor would be obligated to
pay under Section 2.6 of the; Original Lease with respect to "Landlord's
Operating Expenses, in equal monthly installments, in advance on the first day
of the first month with a base year of 1996. In addition, Sublessee shall pay
Sublessor the amounts Sublessor is obligated to pay for electricity service to
the Subleased Premises for Sublessee's lighting and office equipment, in
accordance with the provisions of Section 2.8 of the Original Lease. Sublessor
agrees to provide Sublessee with such reasonable documentation as may be
requested by Sublessee to substantiate the amounts paid by Sublessee pursuant to
this paragraph.
6. USE
Sublessee shall use and occupy the Subleased Promises, for the purposes
permitted under, and in a manner consistent with, the provisions of the Original
Lease.
7. CONDITION OF SUBLEASED PREMISES
Sublessee acknowledges that Sublessee is hiring the Subleased Premises in "as
is" condition. Rent for any partial mouth shall be paid by Sublessee to
Sublessor at the rate provided in paragraph 3 on a pro rata basis, and, if the
Commencement Date is a day other than the first day of a calendar month, the
first payment which Sublessee shall make to Sublessor shall be a payment equal
to a proportionate pad of such base monthly rent for the partial month from the
Commencement Date to the first day of the succeeding calendar month.
8. SUBORDINATION
Sublessor and Sublessee agree that this Sublease is, and shall be, subject and
subordinate to all of the terms, covenants and conditions of the Original Lease,
and to the matters to which the Original Lease shall be subordinate.
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9. INCORPORATION OF PRIME LEASE TERMS
The terms, covenants and conditions contain the Original Lease are hereby
incorporated herein and shall, as between Sublessor and Sublessee, constitute
the terms, covenants and conditions of this Sublease, except to the extent set
forth and/or modified in this Sublease. Notwithstanding the foregoing and expect
for the monetary obligations of the Sublessee under this Sublease, Sublessee
shall have no obligation with respect to monetary obligations of Sublessor to
Landlord under the Original Lease, or indemnification, hold harmless or
insurance obligations of the Sublessor under the Original Lease or obligations
of the Sublessor concerning its initial fit-up or subsequent alterations to the
Subleased Premises or to remove the same at the end of the term or expiration of
the Original Lease. As between the parties hereto, Sublessor agrees to observe
and perform the terms, covenants and conditions on its part to be kept, observed
and performed hereunder as well as those applicable terms, covenants and
conditions to be observed and performed by Sublessor as Tenant under the
Original Lease with respect to the Subleased Premises. The remedies of the
parties, as Sublessor and Sublessee hereunder, shall be the same as the
respective remedies of the Landlord and the Tenant under the Prime Lease with
respect to the Subleased Premises.
10. INDEMNIFICATION
Sublessee shall indemnify, defend and hold harmless Sublessor from and against
all claims, losses, costs, expenses (including reasonable attorney's fees),
damages and liability, which Sublessor may pay or incur by reason of (i) any
breach or default by Sublessee under this Sublease, (ii) any work done in or to
the Subleased Premises by Sublessee or its servants, employees or contractors,
or (iii) any negligence or other fault on the part of Sublessee or its servants,
employees, agents, or contractors.
11. LIABILITY INSURANCE
At all times during the Term, Sublessee shall, at its own cost and expense,
provide and keep in force for the benefit of Sublessee and Sublessor,
comprehensive general liability insurance against claims for bodily injury,
death or property damage occurring in the Subleased Premises, with limits as
specified in the Original Lease. The insurance to be provided and kept in force
hereunder by Sublessee shall include Sublessee, as insured and Sublessor and
Landlord, as additional insured. Said policy shall be obtained by Sublessee and
certificates thereof delivered to Sublessor promptly after the signing of this
Sublease. Said policy shall be for a period of not less than one year and shall
contain a provision whereby the same cannot be materially changed or canceled
unless Sublessor is given at least thirty (30) days' written notice of such
material change or cancellation. Sublessee shall obtain and pay for renewals of
such insurance from time to time at least thirty (30) days before the expiration
thereof, and Sublessee shall promptly deliver certificates thereof to Sublessor.
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12. ASSIGNMENTS AND SUBLETTING
Sublessee shall not assign, mortgage, pledge or encumber this Sublease, or
underlet all or any part of the Subleased Premises, without the prior written
consent of Landlord and Sublessor in each instance and otherwise in accordance
with the provisions of Section 5.6 of the Original Lease.
13. ALTERATIONS
Sublessee shall not perform any additions, alterations and improvements to the
Subleased Premises, or any part thereof, without the prior written consent of
Landlord and Sublessor and otherwise in full compliance with all of the
applicable terms, covenants and conditions of the Original Lease.
14. APPROVALS
In any instance where the approval or consent of Sublessor is required, such
consent or approval shall not be unreasonably withheld or delayed.
15. NOTICES
Any notice, demand, xxxx, invoice, statement or communication with either party
may desire to be required to give to the other in connection with this Sublease
shall be in writing and shall be deemed to have been sufficiently given if sent
by (i) Certified or Registered Mail, Return Receipt Requested, or (ii) a
nationally recognized overnight courier, such as Airborne Express, Federal
Express or United Parcel, to such other party at its address set forth at the
head of this Sublease. Each such xxxx, invoice, statement notice or
communication shall be deemed to have been delivered on the date when the
original of same is received.
16. SERVICES
Sublessee shall be entitled to receive all of the services pertaining to the
Subleased Premises which Sublessor is entitled to receive under the Original
Law. Sublessee recognizes that such services are to be supplied by Landlord and
not by Sublessor. In the event that Landlord shall fail to supply such services
or shall refuse to comply with any of the provisions of the Original Lease
insofar as they affect Sublessee's occupancy of the Subleased Premises,
Sublessor shall, at the written request of Sublessee, request Landlord to so
comply and if Landlord shall fail or refuse to do so then, to the extent
permitted by the terms of the Original Lease, Sublessee shall have the right to
exercise, in its own name and in the name of Sublessor, all of the rights to
enforce performance on the part of Landlord as are available to Sublessor,
provided that the same shall be without cost, expense or liability to Sublessor.
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17. LANDLORD'S APPROVALS
This Sublease is subject to the approval of Landlord and shall have no effect
until Landlord shall have given its written consent to this Sublease and
Sublessor shall use its best efforts to obtain such consent. If Landlord shall
refuse to consent to this Sublease, Sublessor shall not be obligated to take any
legal action to obtain such consent, and this Sublease shall be deemed null and
void and of no effect.
18. BROKERAGE
Sublessee and Sublessor warrant and represent to each other that they have not
dealt with any real estate broker in connection with this Sublease.
19. TERMINATION OF PRIME LEASE
If for any reason whatsoever the term of the Prime Lease shall be terminated
prior to the expiration date of this Sublease, this Sublease shall thereupon be
terminated and Sublessor shall not be liable to Sublessee by reason thereof,
unless said termination shall have been effected because of a default on the
part of Sublessor as Tenant under the Prime Lease which was not the result of a
default by Sublessee.
20. CAPTIONS
The captions in this Sublease are used for convenience and reference only and
are not to be taken as part of this Sublease or to be used in determining the
intent of the patties or otherwise interpreting this Sublease.
21. SUCCESSOR AND ASSIGNS
This Sublease shall be binding upon and inure to the benefit of Sublessor and
Sublessee and their respective successor and assigns, subject however, to the
provisions of Paragraph hereof.
22. MISCELLANEOUS
(a) Sublessor represents that the copy of the Prime Lease attached hereto is a
true, full and complete copy of the Prime Lease. (b) Sublessor represents that:
(i) Sublessor has not received a notice of termination of the Prime Lease; and
(ii) Sublessor shall not enter into any agreement that will terminate modify or
amend the Prime Lease so as to increase or materially affect the obligations of
Sublessee pursuant to this Sublease, or adversely affect Sublessee's right to
use and occupy the Subleased Premises or any other rights of Sublessee pursuant
to this Sublease.
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23. SECURITY DEPOSIT
Sublessee agrees to pay Sublessor a security deposit in the amount of $5,892.63
equal to one month's rent upon execution of this Sublease. Sublessor agrees to
return the security deposit upon expiration of the term, provided Sublessee has
faithfully performed all of the terms, covenants and conditions of this
Sublease.
IN WITNESS WHEREOF, this Sublease has been executed as of the day and year
first above written.
SUBLESSOR: XXXXXX HALF INTERNATIONAL INC.
By /s/ XXXXXX X. XXXX
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Its Vice President
SUBLESSEE: CENTRA SOFTWARE
By /s/ XXXXXXX X. XXXXXXX
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Its Director of Finance
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