Sublease
[LOGO OF CB XXXXXXX XXXXX APPEARS HERE]
CB Xxxxxxx Xxxxx, Inc.
Licensed Real Estate Broker
1. PARTIES.
This Sublease, dated May 21, 1999, is made between Widom, Wein, Cohen,
O'Leary, Terasawa, a California Corporation ("Sublessor"), and Latitude 90
("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated August 29, 1988,
wherein Xxxx Santa Xxxxxx Associates One ("Lessor") leased to Sublessor the
real property located in the City of Santa Xxxxxx, County of Los Angeles,
State of California, described as approximately 10,656 rentable square feet
in Suite 400 on the 4/th/ floor at 0000 Xxxxx Xxxxxx Xxxxxxxxx, ("Master
Premises"). Said lease has been amended by the following amendments First
Amendment, Second Amendment 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"): 10,656 rentable square feet per Second Amendment.
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 June 15, 1999 ("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
December 31, 2000 ("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. In the event that Sublessor has not delivered the Premises on or
before July 15, 1999, Sublessee shall have the right to cancel this
Sublease by giving Sublessor five (5) days prior written notice of its
intent to terminate the Sublease.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent,
without deduction, setoff, notice or demand, at Widom, Wein, Cohen,
O'Leary, Terasawa, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, XX 00000 or
at such other place as Sublessor shall designate from time to time by
notice to Sublessee, the sum of Twenty Two Thousand Nine Hundred Ten
and 40/100 Dollars ($22,910.40) 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 Eleven Thousand Four Hundred
Fifty Five and 20/100 Dollars ($11,455.20) as rent for June 15, 1999-
June 30, 1999. 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:__________________
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 one hundred
percent (100%) of the amounts payable by Sublessor for Operating Costs
incurred during the Term over and above a 1999 Base Year. Such
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 Seventy-five Thousand and 00/100 ($75,000) Dollars 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.
Provided Sublessee is not in default on any of its obligations hereunder,
$22,910.40 of said Security Deposit shall be credited towards the payment
of rent for the month of November 2000 and $22,910.40 shall be credited
towards the payment of rent for the month of December 2000.
8. USE OF PREMISES.
The Premises shall be used and occupied only for Per Master Lease, 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), which shall not be unreasonably withheld or delayed.
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: None. Sublessor shall deliver the
Premises to Sublessee in "broom clean" condition. 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 non-
defaulting 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 XXXXXXX
XXXXX, INC., who represents Widom Wein, Cohen, O'Leary, Terasawa, a
California Corporation and Xxxxxxx Commercial Realty Services, who
represents Latitude 90. In the event that CB XXXXXXX XXXXX, 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 separate agreement Per separate
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 rights to said commission.
2
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 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: Widom Wein, Cohen, X'Xxxxx, Terasawa. Attention: Xxxx
------------------------------------------------------------
Fivekiller, 0000 Xxxxxxxx Xxxxxxxxx, #000, Xxxxx Xxxxxx, XX 00000
--------------------------------------------------------------------------
To Sublessee: Latitude 90: 0000 Xxxxxxxxxxx Xxxx., Xxx. 000, Xxxxx Xxxxxx,
------------------------------------------------------------
XX 00000
--------------------------------------------------------------------------
Attn: Xxxxx Xxxxxx
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
amendment thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and
The Americans with Disabilities Act.
Sublessor: Widom, Wein, Cohen, X'Xxxxx, Sublessee: Latitude 90
------------------------------------- ---------------------
Terasawa, a California Corporation
----------------------------------------------- By:____________________________
By:____________________________________________ Title:_________________________
Title:_________________________________________ By:____________________________
By:____________________________________________ Title:_________________________
Title:_________________________________________ Date:__________________________
Date:__________________________________________
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 certifies that, as of the
date of Lessor's execution hereof, Sublessor is not in default or breach or any
of the provisions of the Master Lease, and that the Master Lease has not been
amended or modified except as expressly set forth in the foregoing Sublease.
Lessor:________________________________________
By:____________________________________________
Title:_________________________________________
By:____________________________________________
Title:_________________________________________
Date:__________________________________________
--------------------------------------------------------------------------------
CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by CB Xxxxxxx Xxxxx, Inc.
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.
--------------------------------------------------------------------------------
