EXHIBIT 10.13
SUBLEASE AGREEMENT
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AGREEMENT made as of the 19 day of March, 1997, between THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having an office at 000
Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx, 00000, hereinafter referred to as "Sublessor",
and NETWORK MANAGEMENT SERVICES, INC., a Minnesota corporation, hereinafter
referred to as "Sublessee",
WITNESSETH, WHEREAS:
Sublessor, as Tenant, entered into a lease with Minnesota CC
Properties, Inc., as Landlord, dated December 31, 1993, leasing certain space
containing approximately 29,422 square feet of space in the building at 0000
Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx (the "Building"), to which lease
(hereinafter, the "Prime Lease") reference is hereby made, and which is
incorporated by reference as if the same were herein set forth at length; and
The parties hereto have agreed that Sublessor shall sublet
approximately 7,698 square feet of such space to Sublessee;
NOW, THEREFORE, the parties hereto hereby covenant and agree as
follows:
1. Sublessor hereby subleases to Sublessee said 7,698 square feet, more
or less, of the space in said Building, as depicted on Exhibit "A" attached
hereto and made a part hereof, (the "Subleased Premises") for a term beginning
May 1, 1997, and ending April 30, 2000, unless sooner terminated in accordance
herewith, yielding and paying to Sublessor base rent at the rate of $13,638.29
per month, plus the additional rent set forth in paragraph 4 hereof. Sublessee
shall pay said base rent and additional rent provided for hereunder in equal
monthly installments in advance on the first day of each and every month during
the term hereof. All Alteration Costs to the Subleased area shall be done by the
Sublessee, except we will pro-rata share the lobby door costs (for elevator
bays), we will split 50% - 50% the demising wall on the north end of the space.
The Sublessor will be responsible for all the costs related to the corridor
leading to the LAN room. Both Parties will use their best efforts to keep those
costs to a minimum, subject to code and Landlord requirements.
2. The Subleased Premises shall be used for the purposes set forth in
the Prime Lease and for no other purpose.
3. Sublessee shall not assign its interest in this Sublease nor further
sublet the Subleased Premises in whole or in part without the written consent of
Sublessor; and shall not permit its interest in this Sublease to be vested in
any third party by operation of law or otherwise without the written consent of
Sublessor.
4. Except if the reason for such additional sums is due to the acts of
Sublessor or its other Sublessees, if Sublessor shall be charged for additional
rent or other sums pursuant to the provisions of the Prime Lease, including
without limitation Article 2 thereof concerning rent
escalations, Sublessee shall be liable for 2 % of such additional rent or sums.
If any such rent, or sums shall be due to additional use by Sublessee of
electrical current in excess of Sublessor's proportionate part of space in the
premises demised under the Prime Lease, such excess shall be paid in entirety by
Sublessee within 30 days of receipt. If Sublessee shall procure any additional
services from the Building, such as after hours air conditioning, Sublessee
shall pay for same at the rates charged therefor by the Prime Landlord and shall
make such payment to the Prime Landlord or Sublessor as Sublessor shall direct.
Any rent or other sums payable by Sublessee under this Article 4 shall be
additional rent and collectable as such. If Sublessor shall receive any refund
under the Prime Lease, Sublessee shall be entitled to the return of so much
thereof from Sublessor as shall be attributable to prior payments by Sublessee.
5. This Sublease is subject and subordinate to the Prime Lease. Except
as may be consistent with the terms hereof, all the terms, covenants and
conditions contained in the Prime Lease shall be applicable to this Sublease
with the same force and effect as if Sublessor were the lessor under the Prime
Lease and Sublessee were the lessee thereunder, and in case of any breach hereof
by Sublessee, Sublessor shall have all the rights against Sublessee as would be
available to the lessor against the lessee under the Prime Lease if such breach
were by the lessee thereunder.
6. Notwithstanding anything to the contrary herein set forth, the only
services or rights to which Sublessee may be entitled hereunder are those to
which Sublessor may be entitled under the Prime Lease.
7. Sublessee shall neither do nor permit anything to be done which
would cause the Prime Lease to be terminated or forfeited by reason of any right
of termination or forfeiture reserved or vested in the lessor under the Prime
Lease, and Sublessee shall indemnify and hold Sublessor harmless from and
against all claims of any kind whatsoever by reason of which the Prime Lease may
be terminated or forfeited.
8. Sublessee has paid Sublessor on the execution and delivery of this
Sublease the sum of $16,638.29 as security for the full and faithful performance
of the terms, covenants and conditions of this sublease on Sublessee's part to
be performed or observed, including but not limited to payment of base rent and
additional rent in default or for any other sum which Sublessor may expend or be
required to expend by reason of Sublessee's default, including any damages or
deficiency in reletting the Subleased Premises, in whole or in part, whether
such damages shall accrue before or after summary proceedings or other re-entry
by Sublessor or the Prime Landlord. If Sublessee shall fully and faithfully
comply with all the terms, covenants and conditions of this sublease on
Sublessee's part to be performed or observed, the security, or any unapplied
balance thereof, shall be returned to Sublessee after the time fixed as the
expiration of the demised term and after the removal of Sublessee and surrender
of possession of the Subleased Premises to Sublessor.
9. Sublessee represents that it has read and is familiar with the terms
of the Prime Lease.
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10. All prior understandings and agreements between the parties are
merged within this Agreement, which alone fully and completely sets forth the
understanding of the parties; and this Sublease may not be changed or terminated
orally or in any manner other than by an agreement in writing to which the
written consent of the lessor under the Prime Lease shall have been obtained.
11. Any not ice or demand which either party may or must give to the
other hereunder shall be in writing and delivered personally or sent by
overnight courier or by certified mail, return receipt requested, addressed if
to Sublessor as follows:
The Prudential Insurance Company
of America and SCRIBCOR, INC.
One Prudential Circle --- Lease Administration Department
Xxxxx Xxxx, Xxxxx 00000 000 X. Xxxxxxxx Xxx.,, Xxxxx 000
Xxxx: Corporate Real Estate Xxxxxxx, XX 00000
with a copy thereof to the Landlord under the Prime Lease in the manner and at
the place designated in the Prime Lease, and if to Sublessee, as follows:
Network Management Services, Inc. and Xxxxxxx X. Xxxxxx III
0000 Xxxxxxx Xxxxxxxxx --- Xxxxxxx Rumble & Xxxxxx
Suite 1275 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000 000 X. 0xx Xxxxxx
Attn: Xxxx Xxxxxxx, President Xxxxxxxxxxx, XX 00000
with a copy thereof to the Landlord under the Prime Lease in the manner and at
the place designated in the Prime Lease. Either party may, by notice in writing,
direct that future notices or demands be sent to a different address.
12. This Sublease is expressly conditioned upon the written consent of
the Prime Lessor, Minnesota CC Properties, Inc.
13. The covenants and agreements herein contained shall bind and inure
to the benefit of Sublessor, Sublessee, and their respective heirs, executors,
administrators, successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed the date and year first above written.
SUBLESSEE: SUBLESSOR:
NETWORK MANAGEMENT THE PRUDENTIAL INSURANCE
SERVICES, INC. COMPANY OF AMERICA
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxx Xxx
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Name: Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxx Xxx
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Title: CFO Title: Vice President
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