SUBLEASE AGREEMENT
THIS
SUBLEASE AGREEMENT is
entered into as of May 18, 2005, between Convera Corporation, a Delaware
corporation (“Subtenant”) and MWH Americas, Inc., a California corporation
(“Tenant”).
WHEREAS, Gateway
44, LLC (“Landlord”), by an Agreement of Lease which commenced March 17, 2003
(“Lease”), leased to Tenant the premises known as Suite 150 consisting of
approximately 5,024 rentable square feet of space in the building located at
0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 as shown on the attached
Exhibit “A” (the “Premises”); and
WHEREAS, Tenant
desires to sublease the Premises to Subtenant and Subtenant desires to take
the
Premises by sublease from Tenant under all of the terms and conditions of this
Sublease;
NOW,
THEREFORE,
in
consideration of the sublease of the Premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged
by
the parties, the parties agree as follows:
1. |
Sublease.
The Tenant hereby subleases to the Subtenant the
|
Premises
comprised of approximately 5,024 rentable square feet of space located in real
property leased by the Tenant from the Landlord at 0000 Xxxxxxxxx Xxxx Xxxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000.
2. Term
of Sublease.
The
term of this Sublease shall commence on June 1, 2005 and shall terminate on
June
30, 2008.
3. Rent.
The
Subtenant shall pay rent to the Tenant for the Premises at the rate of $18.00
per rentable square foot per year for the first year in monthly increments
of
$7,536.00. Rent for June and July, 2005 shall be abated. Beginning June 1,
2006,
rent shall increase by $.75 per rentable square foot per year and on June 1st
of
each year, thereafter. The first month’s rent (for August 2005) shall be paid at
the time of execution of this Sublease. Subsequent rent payments shall be due
without notice on the first day of each and every month commencing on September
1, 2005 and continuing to and including June, 2008. All rent shall be paid
to
the Tenant and shall be remitted to Landlord so that the rent is received on
or
before the first day of each and every month. Late payments shall be subject
to
fees called for in Section 6.6 of the Lease.
4.
Security
Deposit.
The
Subtenant shall pay the Tenant a Security Deposit
of
$22,608.00, said deposit to be paid at the time of execution of this Sublease.
Provided Subtenant is not in default, Tenant shall refund $7,536.00 on June
1,
2006 and $7,536.00 on June 1, 2007.
5. Operating
Expenses and Taxes.
There
shall be no pass through of increases in Operating Expenses and Taxes during
the
Sublease term.
6. Parking.
Subtenant is granted the same parking rights and privileges afforded Tenant
as
defined in the Lease. Tenant represents to Subtenant that Tenant and its
employees, agents and invitees are allowed to park in the building parking
lot,
in common with other occupants of the Building (as defined in the Lease). The
Lease does not provide for a charge for parking.
7. Assignment
and Subletting.
Subtenant shall not have the right to assign, sublease, or in any way encumber
all or any portion of the Premises without Landlord and Tenant’s prior
approval.
8. Landlord’s
Consent; New Direct Lease.
This
Sublease is conditional on, and shall not become effective until (a) the written
approval of this Sublease by Landlord; and (b) mutual execution by Subtenant
and
Landlord of a direct lease for approximately 2364 square feet on the second
floor of the “Building” as defined in the Lease. Tenant agrees to use reasonable
efforts to obtain the consent of Landlord referenced in clause (a) above.
9. |
Obligation
to Comply With Lease.
Subtenant shall perform and hereby
|
agrees
to
perform, all of the covenants, conditions and agreements to be performed by
Tenant under the Lease, insofar as they pertain to the sublet Premises.
Subtenant shall be and is bound by each and every covenant, condition and
agreement contained in the Lease except that (i) rent payable to Tenant by
Subtenant shall be the rent set forth in Section 3 and Section 5 hereof and
payments shall be made as prescribed in Section 3; (ii) Subtenant shall have
no
right to renew or extend this Sublease; (iii) Subtenant will make no
alterations, changes, improvements, repairs, replacements or physical additions
in or to the Premises without prior written consent of Tenant and the Landlord;
(iv) the cost of any such alterations, changes, improvements, repairs,
replacements or physical additions to the Premises shall be borne by Subtenant
and (v) with respect to Section 13 of the Lease, Subtenant shall add Tenant
as
an additional insured in addition to Landlord’s requirements provided in this
section and provide evidence of insurance coverage to Tenant prior to occupancy.
A true and correct copy of the Lease is attached hereto as Exhibit “D”.
10. Default
by the Subtenant.
If the
Subtenant fails to perform or observe any of its covenants under this Sublease
and such failure continues for five days after written notice from Tenant in
the
case of a monetary default, or twenty days after such written notice in the
case
of a nonmonetary default, the Tenant may immediately: (a) terminate or cancel
this Sublease by notifying the Subtenant, and upon such termination or
cancellation, the Subtenant shall be liable to the Tenant for all damages
sustained by Tenant by reason of the Subtenant’s breach of covenant and of the
termination or cancellation; or (b) re-enter the Premises without notice and
upon reentry lease all or any part thereof as agent for the Subtenant. If the
Premises are leased in accordance with the provisions of (b), the Tenant may
receive the rent, applying it first to the payment of any expenses the Tenant
incurs in entering and releasing the Premises, and then to the payment of the
rent and the fulfillment of the Subtenant’s covenants hereunder. Subtenant shall
be responsible for any shortfall between such payments and the rent owed under
this Sublease, including the Tenant’s reasonable expenses referenced herein. If
the Subtenant defaults, it shall pay and be liable for all rent that would
under
this Sublease become due should the demised Premises remain vacant in whole
or
in part during the remainder of the term. Notwithstanding the foregoing, Tenant
will make a reasonable effort to mitigate its damages in the event of such
a
default by Subtenant.
11. Furniture
and
Phone System. Rental of the Premises includes use of the furniture listed in
Exhibit B attached hereto and incorporated by reference (the “Furniture”).
Tenant makes no representations to Subtenant regarding the Furniture and Phones.
Subtenant accepts the Furniture and Phones “as is” without any warranty of
merchantability, fitness for a particular purpose or any other express or
implied warranty. At the natural expiration of the Sublease term, title to
the
Furniture shall not be transferred to Subtenant. Subtenant
agrees to maintain this property in good order and condition during the
Subleased Premises Term, normal wear and tear excepted. Tenant and Subtenant
agree that Subtenant shall purchase the Phone System listed in Exhibit C
attached hereto and incorporated by reference (the “Phones”). A Xxxx of Sale
shall be executed by both parties along with the execution of this
Sublease.
12. Broker
Participation.
Subtenant
warrants and represents that, other than The Ezra Company representing Subtenant
and MacKenzie Commercial Real Estate Services and Xxxxxxxx Xxxx Company
representing Tenant, no real estate broker has a claim for brokerage commission
or finder’s fees in connection with this Sublease. Tenant is responsible for
payment of all brokerage commission due in connection with the transaction
hereunder.
13. Attorney's
Fees.
If
Tenant or Subtenant 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.
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 Tenant to Subtenant shall be sent either by United States Mail, postage
prepaid, or by overnight express mail addressed to the Subtenant at the address
herein below, or to such other place as Subtenant may from time to time
designate in a written notice to the Tenant. All notices and demands by the
Subtenant to Tenant shall be sent either by United States Mail, postage prepaid,
or by overnight express mail addressed to the Tenant at the address set forth
herein, and to such other person or place as the Tenant may from time to time
designated in a written notice to the Subtenant.
To
Subtenant:
Convera
Corporation
0000
Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx,
XX 00000
Phone:
000 000 0000
FAX
000
000 0000
with
a
copy to:
To
Tenant:
MWH
Americas, Inc.
000
Xxxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Attn:
Real Estate Manager
Phone:
000-000-0000
FAX:
000-000-0000
IN
WITNESS WHEROF, each party to this Sublease Agreement has caused it to be
executed on the date indicated below.
Tenant:
MWH Americas, Inc., a California corporation
By:
_____________________________________________
Title:
____________________________________________
Date:
____________________________________________
Subtenant:
Convera Corporation, a Delaware corporation
By:
______________________________________________
Title:
_____________________________________________
Date:
_____________________________________________
EXHIBIT
“A”
PREMISES
EXHIBIT
“D”
LEASE